Hubbard v. Oral and Maxillofacial Associates LLC
Filing
43
ORDER denying 25 Plaintiff's Motion for Partial Summary Judgment. Signed by Honorable Timothy D. DeGiusti on 9/4/2018. (mb)
IN THE UNITED STATES DISTRICT COURT
FOR THE WESTERN DISTRICT OF OKLAHOMA
BRENDA HUBBARD,
Plaintiff,
v.
ORAL AND MAXILLOFACIAL
ASSOCIATES, LLC,
Defendant.
)
)
)
)
)
)
)
)
)
)
Case No. CIV-17-81-D
ORDER
Before the Court is Plaintiff’s Motion for Partial Summary Judgment Regarding
Breach of Contract Claim [Doc. No. 25], filed pursuant to Fed. R. Civ. P. 56 and LCvR56.1.
Plaintiff seeks a judgment in her favor on one claim asserted in her pleading, that Defendant
breached a written contract by failing to pay an agreed amount of wages after the contract
ended. Defendant has responded in opposition to the Motion, which is fully briefed. 1
Statement of Undisputed Facts
Plaintiff Brenda Hubbard was employed by Defendant Oral and Maxillofacial
Associates, LLC as its administrator under a written employment agreement dated
November 28, 2012. See Pl.’s Mot. Partial Summ. J., Ex. 1 [Doc. No. 25-1] (hereafter, the
“Contract”). 2 The Contract stated a term of employment “for a period of one (1) year
1
2
Plaintiff did not file an optional reply brief pursuant to LCvR7.1(i).
Defendant also provides copies of the Contract as exhibits to its response brief [Doc.
No. 34-1] and its summary judgment motion [Doc. No. 30-9], but the copies are identical.
commencing on December 3, 2012 and ending at 5:00 p.m. on December 2, 2013 (the
“Initial Term”), unless terminated earlier as provided herein.” Id. ¶ 2. However, the
Contract would “automatically renew for successive one-year terms . . . unless either party
notifie[d] the other in writing at least ninety (90) days in advance of the expiration of the
Initial Term or any successive term that it will not be renewed.” Id. By operation of this
renewal provision, the Contract continued in effect until December 2016.
On August 25, 2016, Defendant gave Plaintiff written notice by letter that it had
decided not to renew the Contract. The letter also stated that “unless earlier terminated as
provided in the [Contract], your employment agreement will terminate at 5:00 p.m. on
December 2, 2016.” See Pl.’s Mot. Partial Summ. J., Ex. 2 [Doc. No. 25-2]. Although the
parties disagree about whether Plaintiff continued working until December 2, 2016, it is
undisputed that she was not terminated before that date and her employment by Defendant
ended on that date.
The Contract contained a separate section regarding “Termination of Employment.”
See Contract, ¶ 7. In numbered subparagraphs, it provided for termination upon Plaintiff’s
death or disability (¶ 7.1(a)-(b)), termination by Defendant with or without cause (¶ 7.1(c)
and ¶ 7.2), and termination by Plaintiff with or without cause (¶ 7.3 and ¶ 7.4). The
Contract also provided “Rights Upon Termination” (¶ 7.5) and, as pertinent to Plaintiff’s
claim, stated as follows concerning “Continuation of Base Salary Under Certain
Circumstances” (¶ 7.5.2): “If this Agreement is terminated by [Defendant] pursuant to
Section 7.1(c), [Plaintiff] shall be entitled to continue to receive her Base Salary for a
period of three (3) months following the date of termination.” Section 7.1(c) allowed
2
Defendant to “terminate this Agreement at any time, without cause and for any reason, by
giving notice to” Plaintiff.
Plaintiff’s Motion
In her pleading, which was filed in state court, Plaintiff asserts a claim under
Oklahoma law that Defendant breached the Contract by failing to pay her a sum equal to
her base salary for a three-month period following her termination date, as provided in
¶ 7.5.2 of the Contract. See Pet. [Doc. No. 1-1] ¶ 31. 3 By her Motion, Plaintiff seeks
summary judgment only on that claim. She argues that the termination date of the Contract
was December 2, 2016, and thus she was entitled to receive her base salary for an additional
three months after that date.
Defendant argues that the continued-pay provision of ¶ 7.5.2 is inapplicable to the
termination of Plaintiff’s employment, which was accomplished by nonrenewal of the
Contract under ¶ 2 rather than Defendant’s termination of the Contract under ¶ 7.1(c).
Standard of Decision
Summary judgment is proper “if the movant shows that there is no genuine dispute
as to any material fact and that the movant is entitled to judgment as a matter of law.” Fed.
R. Civ. P. 56(a). When considering a motion for summary judgment, a court must view all
facts and inferences in the light most favorable to the non-moving party. See Anderson v.
Liberty Lobby, Inc., 477 U.S. 242, 255 (1986). However, only genuine disputes over facts
that might affect the outcome of the case under the governing substantive law preclude the
3
Plaintiff also claims Defendant breached the Contract by not paying additional amounts
for unused vacation and vested benefits, but these items are not addressed by Plaintiff’s Motion.
3
entry of summary judgment. Id. at 248. “[A] trial judge must bear in mind the actual
quantum and quality of proof necessary to support liability” and must determine whether
the evidence presented is sufficient to allow a reasonable jury to find liability. Id. at 254.
“[I]f under the governing law, there can be but one reasonable conclusion,” summary
judgment is proper. Id. at 250.
Discussion
The Oklahoma Statutes provide rules of contract interpretation. See Kerr-McGee
Corp. v. Admiral Ins. Co. 905 P.2d 760, 763 (Okla. 1995). “The language of a contract is
to govern its interpretation, if the language is clear and explicit, and does not involve an
absurdity.” Okla. Stat. tit. 15, § 154. “The words of a contract are to be understood in their
ordinary and popular sense, rather than according to their strict legal meaning, unless used
by the parties in a technical sense, or unless a special meaning is given to them by usage,
in which case the latter must be followed.” Id. § 160. “Technical words are to be
interpreted as usually understood by persons in the profession or business to which they
relate, unless clearly used in a different sense.” Id. § 161. “If language of a contract is
clear and free of ambiguity the court is to interpret it as a matter of law, giving effect to the
mutual intent of the parties at the time of contracting.” Pitco Production Co. v. Chaparral
Energy, Inc., 63 P.3d 541, 545 (Okla. 2003) (footnotes omitted). The question of whether
a contract is ambiguous is also a matter of law for the court. Id.; Dodson v. St. Paul Ins.
Co., 812 P.2d 372, 376 (Okla. 1991). “The mere fact that the parties disagree or press for
a different construction does not make an agreement ambiguous.” Pitco, 63 P.3d at 545.
4
Upon consideration of the issues presented by the Motion, the Court finds that the
Contract is unambiguous and that the “Continuation of Base Salary” provision is not
applicable under the undisputed facts shown by the record. By its terms, the Contract could
end or terminate in two ways – either by expiration of a definite term through nonrenewal
(as provided by ¶ 2), or by termination at a different time upon the happening of an event
(as provided by ¶ 7). Noticeably absent from Plaintiff’s argument is any contention that
she was terminated without cause pursuant to ¶ 7.1(c) of the Contract. According to
¶ 7.5.2, under which Plaintiff claims entitlement to additional pay, Defendant was required
to continue paying her salary after the Contract ended only “[i]f this Agreement is
terminated by [Defendant] pursuant to Section 7.1(c).” The undisputed facts are clear that
the Contract was not renewed as provided by ¶ 2 and expired; it was not terminated by
Defendant without cause as provided by ¶ 7.1(c). Therefore, the contractual provision for
continued salary payment was inapplicable.
Conclusion
For these reasons, the Court finds as a matter of law on the undisputed facts
presented that Plaintiff was not entitled to be paid additional salary after the Contract ended
on December 2, 2016, and therefore, Plaintiff is not entitled to summary judgment on her
breach of contract claim as sought by her Motion. 4
IT IS THEREFORE ORDERED that Plaintiff’s Motion for Partial Summary
Judgment [Doc. No. 25] is DENIED.
4
Defendant has filed a motion for summary judgment in its favor on Plaintiff’s claims,
including her breach of contract claim. Defendant’s motion will be addressed by a separate order.
5
IT IS SO ORDERED this 4th day of September, 2018.
6
Disclaimer: Justia Dockets & Filings provides public litigation records from the federal appellate and district courts. These filings and docket sheets should not be considered findings of fact or liability, nor do they necessarily reflect the view of Justia.
Why Is My Information Online?