Morrison v. Buffalo Board of Education et al
DECISION AND ORDER: Defendants' Motions to Dismiss (ECF Nos. 13, 14, 15) the Amended Complaint are GRANTED, and the Amended Complaint is DISMISSED WITH PREJUDICE. The Clerk of Court is directed to enter judgment, and to close this case. SO ORDERED. Signed by Hon. Frank P. Geraci, Jr. on 9/28/17. (SCE)-CLERK TO FOLLOW UP-
UNITED STATES DISTRICT COURT
WESTERN DISTRICT OF NEW YORK
FAITH ANDREA MORRISON,
Case # 15-CV-800-FPG
DECISION AND ORDER
BUFFALO BOARD OF EDUCATION,
BUFFALO PUBLIC SCHOOLS,
CITY SCHOOL DISTRICT OF THE CITY OF BUFFALO,
MARY RUTH KAPSIAK,
JASON M. MCCARTHY,
BARBARA SEALS NEVERGOLD,
JAMES M. SAMPSON, and
This case involves a contract between Faith Andrea Morrison1 (“Morrison”) and the
Superintendent of the City School District of the City of Buffalo, on behalf of the Board of
Education of the City School District of the City of Buffalo (collectively, “Buffalo Schools”),
wherein Morrison was hired to be the Chief of School Leadership for the Buffalo Schools. The
contract was signed by the parties in July 2013, but in April 2014, the Buffalo Schools terminated
her contract for failing to have a valid New York State Certification, as was required by the
contract. Morrison sues the Buffalo Schools, arguing that her termination was in breach of the
Plaintiff is now a Georgia resident, so she invoked this Court’s diversity jurisdiction under 28
U.S.C. § 1332(a).
parties’ contract, and that she was the victim of negligent termination. Defendants have moved to
dismiss the Amended Complaint under Fed. R. Civ. P. 12(b)(6). ECF Nos. 13, 14, 15. Morrison
has responded to the motions (ECF No. 20), and Defendants filed a reply (ECF No. 22).
For the following reasons, the Motions to Dismiss are GRANTED, and this case is
DISMISSED WITH PREJUDICE.
In reviewing a motion to dismiss under Rule 12(b)(6), the Court must accept the factual
allegations in the Complaint as true and draw all reasonable inferences in favor of the Plaintiff.
See Nechis v. Oxford Health Plans, Inc., 421 F.3d 96, 100 (2d Cir. 2005). To survive a motion to
dismiss under Rule 12(b)(6), “a complaint must contain sufficient factual matter . . . ‘to state a
claim to relief that is plausible on its face.’” Ashcroft v. Iqbal, 556 U.S. 662, 678 (2009) (quoting
Bell Atl. Corp. v. Twombly, 550 U.S. 544, 570 (2007)). The “touchstone for a well-pleaded
complaint under Federal Rules of Civil Procedures 8(a) and 12(b)(6) is plausibility.” In re AOL
Time Warner, Inc. Sec. Litig., 503 F. Supp. 2d 666, 670 (S.D.N.Y. 2007) (citing Twombly, 550
U.S. at 560-61). To meet this plausibility standard, the factual allegations must permit the Court
“to infer more than the mere possibility of misconduct.” Iqbal, 556 U.S. 679.
The key allegation of Morrison’s Amended Complaint2 as it relates to her employment, is
that her termination was in breach of her contract with the Buffalo Schools Defendants.
Specifically, she alleges that she signed a two year contract with the Buffalo Schools Defendants
Morrison’s Amended Complaint is a prolix 43 page document, that repeats itself multiple times,
and greatly exceeds Fed. R. Civ. P. 8(a)’s requirement of being “a short and plain statement of the claim
showing that the pleader is entitled to relief.”
on July 7, 2013 to become their Chief of School Leadership (ECF No. 10 at 10-11, ¶34), and
attaches a copy of the contract as Exhibit B to the Amended Complaint. ECF No. 10-2.
The Amended Complaint alleges that the Buffalo Schools Defendants “voted to terminate
[Morrison’s] employment, in effect they declared her two year written contract is null and void
due to a lack of New York State Certification.” ECF No. 10 at 14, ¶54.
Since this a breach of contract case, the most relevant document is, of course, the contract
between the parties. In that regard, paragraph 13 of the contract, entitled “Termination of
Agreement by Operation of Law” provides in pertinent part as follows:
If the Chief of School Leadership fails to maintain any certifications or
qualifications required of his (sic) position (i.e. qualifications required by the
Department of Civil Service or State Education Department), then this agreement
shall immediately become null and void.
A breach of contract claim under New York law requires a plaintiff to allege: (1) the
existence of a valid contract; (2) adequate performance by the plaintiff; (3) breach by the
defendant; and (4) damages caused by that breach. See, e.g., Diesel Props S.r.l. v. Greystone Bus.
Credit II LLC, 631 F.3d 42, 52 (2d Cir. 2011).
In resolving this contract dispute, “[t]he primary objective of a court in interpreting a
contract is to give effect to the intent of the parties as revealed by the language of their agreement.”
Compagnie Financiere de CIC et de L’Union Europeenne v. Merrill Lynch, Pierce, Fenner &
Smith Inc., 232 F.3d 153, 157 (2d Cir. 2000) (Sotomayor, J.); see also MHR Capital Partners LP
v. Presstek, Inc., 12 N.Y.3d 640, 645 (2009) (“It is well settled that a contract is to be construed in
accordance with the parties’ intent, which is generally discerned from the four corners of the
document itself.”). In construing a contract, a court should “read the contract as a whole” and
“avoid any interpretation that would render a contractual provision without force and effect.”
Luitpold Pharm., Inc. v. Ed. Geistlich Sohne A.G. Fur Chemische Industrie, 784 F.3d 78, 87 (2d
Cir. 2015) (citing Westmoreland Coal Co. v. Entech, Inc., 100 N.Y.2d 352, 358 (2003) and Two
Guys from Harrison-N.Y., Inc. v. S.F.R. Realty Assocs., 63 N.Y.2d 396, 403 (1984)).
In general, the Court may determine a contract dispute as a matter of law only if the contract
is unambiguous. Compagnie, 232 F.3d at 157. “Contract language is ambiguous if it is capable
of more than one meaning when viewed objectively by a reasonably intelligent person who has
examined the context of the entire integrated agreement.” Id. at 158 (quoting Sayers v. Rochester
Tel. Corp. Supplemental Mgmt. Pension Plan, 7 F.3d 1091, 1095 (2d Cir. 1993)) (internal
quotations omitted); see also Greenfield v. Philles Records, Inc., 98 N.Y.2d 562, 569 (2002) (“A
contract is unambiguous if the language it uses has a definite and precise meaning, unattended by
danger of misconception in the purport of the agreement itself, and concerning which there is no
reasonable basis for a difference of opinion.”) (internal quotations and alterations omitted). Simply
put, “[a] contract is ambiguous when reasonable minds could differ as to its meaning.” Luitpold,
784 F.3d at 87 (quoting Van Wagner Advert. Corp. v. S & M Enterprises, 67 N.Y.2d 186, 191
Language in a contract “is not rendered ambiguous just because one of the parties attaches
a different, subjective meaning to one of its terms.” Moore v. Kopel, 237 A.D.2d 124, 125 (1st
Dep’t 1997); accord Law Debenture Trust Co. of N.Y. v. Maverick Tube Corp., 595 F.3d 458, 467
(2d Cir. 2010) (quoting Hunt Ltd. v. Lifschultz Fast Freight, Inc., 889 F.2d 1274, 1277 (2d Cir.
1989)). As the Second Circuit has stressed, “it is the rare sentence that cannot be read in more
than one way if the reader is willing either to suspend the rules of common English usage or ignore
the conventions of a given commercial setting. . . . Contorted semanticism must not be permitted
to create an issue where none exists.” Wards Co. v. Stamford Ridgeway Assocs., 761 F.2d 117,
120 (2d Cir. 1985); see also Hunt, 889 F.2d at 1277 (“The court is not required to find the language
ambiguous where the interpretation urged by one party would strain the contract language beyond
its reasonable and ordinary meaning.”) (quoting Bethlehem Steel Co. v. Turner Const. Co., 2
N.Y.2d 456, 459 (1957)) (internal quotations and alterations omitted).
Under New York law, the question of ambiguity must be determined “from the face of the
agreement, without reference to extrinsic evidence.” Collins v. Harrison-Bode, 303 F.3d 429, 433
(2d Cir. 2002) (citing Kass v. Kass, 91 N.Y.2d 554, 566 (1998)). At the same time, courts consider
the words in a contract “not as if isolated from the context, but in the light of the obligation as a
whole and the intention of the parties as manifested thereby. Form should not prevail over
substance and a sensible meaning of words should be sought.” Kass, 91 N.Y.2d at 566 (quoting
William C. Atwater & Co., Inc. v. Panama R. Co., 246 N.Y. 519, 524 (1927)). Whether a given
contract is ambiguous is a question of law for the court to decide. Luitpold, 784 F.3d at 88; Kass,
91 N.Y.2d at 566.
Applying these principles to this case, Plaintiff’s breach of contract claim is foreclosed by
her own admissions. In paragraph 25 of the Amended Complaint, she alleges that her “application
for employment demonstrates at time of interview and hiring she truthfully declared her lack of a
valid New York State Education Department Certification for the positions applied and
Since Morrison’s employment contract requires her to “maintain any certifications or
qualifications required … by the Department of Civil Service or State Education Department”, she
has failed to satisfy the terms of her contract. There is simply no other conclusion that can be
reached about this term of the contract, which the Court finds to be clear and unambiguous. Indeed,
neither party argues that the contract at issue is ambiguous.
Instead, Morrison argues that (1) she obtained an internship certificate from the State
Education Department, which she alleges could be substituted by the Buffalo Schools Defendants
for the required certification; and (2) that Defendants never “made any attempt to obtain a waiver
from New York State Certification via 8 NYCRR Section 80-2.4(a)(3)” on behalf of Morrison.
ECF No. 10 at 10, ¶62 and at 13, ¶47. Put another way, Morrison argues that “any breach of
contract occurred on Defendants’ behalf and is solely the result of Defendants’ own failure to
recognize the fact [that Morrison] possessed a valid New York State school district administration
level Internship Certificate and in the alternative, their failure to secure a waiver from the New
York State Education Department for Plaintiff FAITH MORRISON ALEXANDER, Ed.D., via 8
NYCRR Section 80-2.4(a)(3).” ECF No. 10 at 10, ¶64.
Whether the Buffalo Schools Defendants could have elected to accept a substitute
certification, or whether they could have sought a waiver from the New York State Education
Department is irrelevant. The contract makes no mention of accepting such a substitute or seeking
such a waiver, and absent such a provision in the contract, Morrison cannot maintain a breach of
contract claim against Defendants by essentially arguing that they should have accepted some
modification to the terms of the parties’ contract.
The contract language is clear, and required Morrison to “maintain any certifications or
qualifications required … by the Department of Civil Service or State Education Department.”
However, Morrison readily concedes that “she truthfully declared her lack of a valid New York
State Education Department Certification for the positions applied and interviewed for.” That ends
the inquiry, and forecloses her breach of contract claim. If Morrison wanted her contract to provide
for substitute certifications or the ability to seek waivers of a certification requirement, she could
have sought inclusion of such a term in the contract. The Defendants are entitled to enforce the
bargained for terms of the contract, which is what occurred here.
Indeed, the Court’s role is to “give effect to the intent of the parties as revealed by the
language of their agreement.” Compagnie, 232 F.3d at 157 (emphasis added). “The best evidence
of what parties to a written agreement intend is what they say in their writing.” Postlewaite v.
McGraw-Hill, Inc., 411 F.3d 63, 69 (2d Cir. 2005) (quoting Greenfield v. Philles Records, Inc., 98
N.Y.2d 562, 569 (2002)).
Whether Morrison had substitute credentials, or whether there was a mechanism to obtain
a waiver of requirements is beside the point. The parties’ contract required a certification that
Morrison did not have, and did not obtain. Further, nowhere in her Amended Complaint does she
allege that she possessed the required New York State School District Administrator Certificate.
Rather, she admits she did not have that certification. Her Amended Complaint therefore does not
state a claim for breach of contract, and that cause of action is DISMISSED WITH PREJUDICE.
Having dismissed the breach of contract claim, Morrison’ second cause of action for
“Negligent Termination” also fails. Putting aside whether New York recognizes such a cause of
action, see Murphy v. Am. Home Prods. Corp., 58 N.Y.2d 293, 297 (1983), the facts alleged here
demonstrate that Defendants simply insisted on Morrison’s compliance with a provision of the
parties’ contract as written. As such, there is no wrongful termination, negligent or otherwise, and
the second cause of action is also DISMISSED WITH PREDJUDICE.
For the reasons stated above, Defendants’ Motions to Dismiss (ECF Nos. 13, 14, 15) the
Amended Complaint are GRANTED, and the Amended Complaint is DISMISSED WITH
The Clerk of Court is directed to enter judgment, and to close this case.
IT IS SO ORDERED.
Dated: September 28, 2017
Rochester, New York
HON. FRANK P. GERACI, JR.
United States District Court
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