Phillips v. Flowing Wells Unified School District No. 8

669 P.2d 969, 137 Ariz. 192, 115 L.R.R.M. (BNA) 4252, 1983 Ariz. App. LEXIS 509
CourtCourt of Appeals of Arizona
DecidedFebruary 23, 1983
Docket2 CA-CIV 4495
StatusPublished
Cited by19 cases

This text of 669 P.2d 969 (Phillips v. Flowing Wells Unified School District No. 8) is published on Counsel Stack Legal Research, covering Court of Appeals of Arizona primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
Phillips v. Flowing Wells Unified School District No. 8, 669 P.2d 969, 137 Ariz. 192, 115 L.R.R.M. (BNA) 4252, 1983 Ariz. App. LEXIS 509 (Ark. Ct. App. 1983).

Opinion

OPINION

BIRDSALL, Judge.

The appellant, Flowing Wells Unified School District # 8 of Pima County, appeals from an adverse decision by the trial court sitting without a jury in favor of the appellee, Barbara A. Phillips. The appellant terminated the appellee’s then current contract as its Food Service Director for the year July 1, 1978 to June 30,1979, effective two weeks from May 22,1979. At the same time, the appellant also terminated the ap-pellee’s new contract for the year commencing July 1, 1979 to June 30, 1980. The two contracts are identical for all material purposes in this appeal. The trial court awarded the appellee the remainder of her 1978-79 salary and all of her 1979-80 salary as damages.

The trial court made extensive findings of fact as requested pursuant to Rule 52(a), Rules of Civil Procedure, 16 A.R.S. For the most part these findings pertain to circumstances leading to the appellee’s discharge. *193 The court concluded as a matter of law that the contracts were not terminable at will; that they were terminable for good cause; that good cause is synonymous with a material and substantial breach of the contracts and that the plaintiff (appellee) had not breached the contracts. From the facts found by the trial court the conclusion that the appellee had not breached the contract and therefore there was no “good cause” to discharge her is readily apparent. The appellant does not quarrel with these factual findings, contending instead that the contracts were terminable at will and no “good cause” was required. We agree and reverse.

The appellee was employed in the food service function of the school for 10 years prior to the 1978-79 school year. She had always been employed for one year terms. The trial court found:

“31. Contracts between school district employees and the school district are made, executed, and to be performed over a school year. The fact that personnel costs are an overwhelming majority of the school district’s budgets makes this an economic necessity.”

Each year the parties had a written employment contract and at least since the year 1972-73 it contained, in part, the following language:

“The Board ... agrees to employ Barbara Phillips ... subject to the following conditions:
6. This contract may be terminated by either of the contractual parties for reasons each may consider justified by giving written notice at least two weeks prior to such termination. However, when deemed necessary, the Board reserves the right to immediately terminate this contract.”

The appellant contends this provision meant that the appellee could be terminated at will regardless of the fact that the contract was for a period of one year; also, that the provision is not ambiguous, but should clearly be read: “This contract may be terminated by either of the contractual parties for reasons either may consider justified ... ”, thus substituting the emphasized word either for the word each. On the other hand the appellee contends the word to be substituted for each is “both ”, thus requiring that the parties agree on whether a given reason constitutes good cause. We agree that the paragraph is not ambiguous. A contract is not ambiguous just because the parties disagree as to its meaning. Boudreau v. Borg-Warner Acceptance Corp., 616 F.2d 1077 (9th Cir.1980); Associated Students, Etc. v. Ariz. Bd. of R., 120 Ariz. 100, 584 P.2d 564 (App.1978), cert. denied, 440 U.S. 913, 99 S.Ct. 1226-27, 59 L.Ed.2d 462 (1979); Giovanelli v. First Fed. Sav. and Loan Ass’n, 120 Ariz. 577, 587 P.2d 763 (App.1978).

Language used in a contract is ambiguous only when it can reasonably be construed to have more than one meaning. Assoc. Students, supra; University Realty & Development Co. v. Omid-Gaf, Inc., 19 Ariz.App. 488, 508 P.2d 747 (1973). The only reasonable construction of the subject employment contract is that given to it by the appellant, i.e., it was terminable by either party for reasons that party considered justified such action. Without this provision the contract is for one year, a time certain, and would not be terminable except for cause. Chapin v. Klein, 128 Ariz. 94, 623 P.2d 1250 (App.1981). And see Horizon Corporation v. Weinberg, 23 Ariz.App. 215, 531 P.2d 1153 (1975). The meaning urged by the appellee is unreasonable. It gives no effect to paragraph 6 since the parties could always mutually agree upon termination. A contract must be construed so that every part is given effect. New Pueblo Const., Inc. v. Lake Patagonia Rec. Ass’n, 12 Ariz.App. 13, 467 P.2d 88 (1970); Reserve Insurance Company v. Staats, 9 Ariz.App. 410, 453 P.2d 239 (1969). A contract must be construed in its entirety. Cavanagh v. Schaefer, 112 Ariz. 600, 545 P.2d 416 (1976). The obvious purpose of paragraph 6 was to provide that the appellee, who could otherwise be terminated for cause, could be terminated at will.

*194 The interpretation of a contract is a matter of law and we can properly proceed to make that determination on the record before us. Polk v. Koerner, 111 Ariz. 493, 533 P.2d 660 (1975). We are not bound by the trial court’s legal conclusions. We find no fault with the trial court’s factual findings since they are at least supported by conflicting evidence, but none of those findings require the conclusion that the contracts were not terminable at will. Polk, ibid. The interpretation of the employment contract is a question of law to be determined by this court independent of the trial court’s interpretation. In the interpretation the court must ascertain and give effect to the intention of the parties at the time it was made, if at all possible. Polk, ibid.

The foregoing construction of the contract has been made without resort to any extrinsic evidence since effect must be given to the contract as it is written. Hadley v. Southwest Properties, Inc., 116 Ariz. 503, 570 P.2d 190 (1977).

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Bluebook (online)
669 P.2d 969, 137 Ariz. 192, 115 L.R.R.M. (BNA) 4252, 1983 Ariz. App. LEXIS 509, Counsel Stack Legal Research, https://law.counselstack.com/opinion/phillips-v-flowing-wells-unified-school-district-no-8-arizctapp-1983.