Minn.App.,2010.
Ellis v. BlueSky Charter School
Not Reported in N.W.2d, 2010 WL 1541352 (Minn.App.)
v.
BLUESKY CHARTER SCHOOL, Respondent.
No. A09-1205.
April 20, 2010.
West KeySummarySchools 345 63(1)
A charter school director, unambiguously under contract for at–will employment, was unable to bring a claim
for breach of contract against his employer. The employment agreement stated it was a “general at will agreement,”
and the employee stated at a board of directors meeting he knew his employment contract was at will, that no cause
for termination needed be stated. Although the director argued the agreement could not be considered at will be-
cause it defined a term of one year, the “at will” phrase overrode the general rule for construing a fixed term con-
Considered and decided by HALBROOKS, Presiding Judge; KALITOWSKI, Judge; and CRIPPEN, Judge.FN*
FN* Retired judge of the Minnesota Court of Appeals, serving by appointment pursuant to Minn. Const.
art. VI, § 10.
UNPUBLISHED OPINION
tor of the school for the 2008-09 school year. The title of the agreement states the dates “July 01/2008-June
© 2012 Thomson Reuters. No Claim to Orig. US Gov. Works.
30/2009.”
The first sentence of the agreement lists the administrative positions to which the agreement applies and states,
simply reconvene the open meeting “and do what [it] wish[es] to do under the at–will contract .” Counsel also dis-
cussed the option of granting relator a paid leave of absence to allow for negotiations. When the open meeting re-
convened, counsel asked relator if he wanted to make a statement. According to the minutes, “[relator] stated that he
knew his employment contract was at will, that no cause for termination need be stated, and that he wanted to act in
the best interests of the school.” (Emphasis removed.) FN1 The members voted for relator’s immediate termination,
lower case format.”
Relator challenges his termination by writ of certiorari, claiming that respondent violated the contract and statu-
tory requirements, and that respondent owes him certain amounts for the breach and other payments.
DECISION
Relator argues that, under his contract, because his contract was terminated after April 15, 2009, respondent was
without cause. A decision by a school board will not be overturned unless it is “fraudulent, arbitrary, unreasonable,
not supported by substantial evidence on the record, not within the school board’s jurisdiction, or is based on an er-
roneous theory of law.” Ganyo v. Indep. Sch. Dist. No. 832, 311 N.W.2d 497, 500 (Minn.1981). Interpretation of a
contract is a question of law reviewed de novo. Travertine Corp. v. Lexington-Silverwood, 683 N.W.2d 267, 271
(Minn.2004).
lead to a harsh and absurd result. Brookfield Trade Ctr., Inc. v. County of Ramsey, 584 N.W.2d 390, 394
(Minn.1998).
© 2012 Thomson Reuters. No Claim to Orig. US Gov. Works.
In Minnesota, an employment contract of indefinite duration is generally interpreted to be a contract for em-
ployment at will, which may be terminated at any time without cause. Pine River State Bank v. Mettille, 333 N.W.2d
622, 628 (Minn.1983). Conversely, an employment agreement for a fixed term is generally interpreted as terminable
only for cause. Thomsen v. Indep. Sch. Dist. No. 91, 309 Minn. 391, 393, 244 N.W.2d 282, 284 (1976). Express lan-
guage may override these general rules of interpretation. See Pine River State Bank, 333 N.W.2d at 628 (discussing
contractual rights of parties to expressly agree on job-security provisions); see generally Martens v. Minnesota Min-
ing & Mfg. Co., 616 N.W.2d 732, 741-42 (Minn.2000) (discussing Pine River in context of whether terms in em-
ployee handbook are “sufficiently definite” to create unilateral employment contract).
The employment agreement of the parties unambiguously declared “at will” employment. Without qualification
or limitation, the first line of the agreement states that it is a “general at will agreement covering the [listed] posi-
term contract. Although the contract is not expressly declared an agreement for a set term, the references to start and
end dates, standing alone, would likely be sufficient to establish a term contract terminable only for cause. See Kvid-
era v. Rotation Eng’g & Mfg. Co., 705 N.W.2d 416, 421-22 (Minn.App.2005) (interpreting similar references in
employment contract). But the written contract in Kvidera did not include “at will” language, and had replaced a
prior, unwritten, at-will contract. Id. at 418. The court in Kvidera otherwise reaffirmed that the general rule for con-
Tech. Concepts, 530 N.W.2d at 543 (stating that contract must be construed to give all terms meaning). But the con-
tract makes it evident that there may be a purpose to provide starting and ending dates without establishing a fixed
term. Thus, for example, although an at-will administrator may be terminated at any time, he profits to know the
longest he could possibly stay under existing terms. Similarly, the end date in this agreement serves to force annual
renegotiation of important terms like salary and benefits. FN2
employment). The parties expressly created and plainly intended an at-will position. Relator acknowledged as much
in the meeting resulting in his termination. In addition, the language of the agreement reinforces the presumption of
at-will employment in the absence of clear language establishing some measure of job security. See Alexandria
Hous. & Redevelopment Auth., v. Rost, 756 N.W.2d 896, 903 (Minn.App.2008) (stating presumption for at-will con-
tracts in absence of express language on right not to be terminated except for cause); Gunderson v. Alliance of Com-
30/2009.”
The first sentence of the agreement lists the administrative positions to which the agreement applies and states,
simply reconvene the open meeting “and do what [it] wish[es] to do under the at–will contract .” Counsel also dis-
cussed the option of granting relator a paid leave of absence to allow for negotiations. When the open meeting re-
convened, counsel asked relator if he wanted to make a statement. According to the minutes, “[relator] stated that he
knew his employment contract was at will, that no cause for termination need be stated, and that he wanted to act in
the best interests of the school.” (Emphasis removed.) FN1 The members voted for relator’s immediate termination,
lower case format.”
Relator challenges his termination by writ of certiorari, claiming that respondent violated the contract and statu-
tory requirements, and that respondent owes him certain amounts for the breach and other payments.
DECISION
Relator argues that, under his contract, because his contract was terminated after April 15, 2009, respondent was
without cause. A decision by a school board will not be overturned unless it is “fraudulent, arbitrary, unreasonable,
not supported by substantial evidence on the record, not within the school board’s jurisdiction, or is based on an er-
roneous theory of law.” Ganyo v. Indep. Sch. Dist. No. 832, 311 N.W.2d 497, 500 (Minn.1981). Interpretation of a
contract is a question of law reviewed de novo. Travertine Corp. v. Lexington-Silverwood, 683 N.W.2d 267, 271
(Minn.2004).
lead to a harsh and absurd result. Brookfield Trade Ctr., Inc. v. County of Ramsey, 584 N.W.2d 390, 394
(Minn.1998).
© 2012 Thomson Reuters. No Claim to Orig. US Gov. Works.
In Minnesota, an employment contract of indefinite duration is generally interpreted to be a contract for em-
ployment at will, which may be terminated at any time without cause. Pine River State Bank v. Mettille, 333 N.W.2d
622, 628 (Minn.1983). Conversely, an employment agreement for a fixed term is generally interpreted as terminable
only for cause. Thomsen v. Indep. Sch. Dist. No. 91, 309 Minn. 391, 393, 244 N.W.2d 282, 284 (1976). Express lan-
guage may override these general rules of interpretation. See Pine River State Bank, 333 N.W.2d at 628 (discussing
contractual rights of parties to expressly agree on job-security provisions); see generally Martens v. Minnesota Min-
ing & Mfg. Co., 616 N.W.2d 732, 741-42 (Minn.2000) (discussing Pine River in context of whether terms in em-
ployee handbook are “sufficiently definite” to create unilateral employment contract).
The employment agreement of the parties unambiguously declared “at will” employment. Without qualification
or limitation, the first line of the agreement states that it is a “general at will agreement covering the [listed] posi-
term contract. Although the contract is not expressly declared an agreement for a set term, the references to start and
end dates, standing alone, would likely be sufficient to establish a term contract terminable only for cause. See Kvid-
era v. Rotation Eng’g & Mfg. Co., 705 N.W.2d 416, 421-22 (Minn.App.2005) (interpreting similar references in
employment contract). But the written contract in Kvidera did not include “at will” language, and had replaced a
prior, unwritten, at-will contract. Id. at 418. The court in Kvidera otherwise reaffirmed that the general rule for con-
Tech. Concepts, 530 N.W.2d at 543 (stating that contract must be construed to give all terms meaning). But the con-
tract makes it evident that there may be a purpose to provide starting and ending dates without establishing a fixed
term. Thus, for example, although an at-will administrator may be terminated at any time, he profits to know the
longest he could possibly stay under existing terms. Similarly, the end date in this agreement serves to force annual
renegotiation of important terms like salary and benefits. FN2
employment). The parties expressly created and plainly intended an at-will position. Relator acknowledged as much
in the meeting resulting in his termination. In addition, the language of the agreement reinforces the presumption of
at-will employment in the absence of clear language establishing some measure of job security. See Alexandria
Hous. & Redevelopment Auth., v. Rost, 756 N.W.2d 896, 903 (Minn.App.2008) (stating presumption for at-will con-
tracts in absence of express language on right not to be terminated except for cause); Gunderson v. Alliance of Com-