Polito v. School Committee of Peabody

868 N.E.2d 624, 69 Mass. App. Ct. 393, 2007 Mass. App. LEXIS 702
CourtMassachusetts Appeals Court
DecidedJune 22, 2007
DocketNo. 06-P-606
StatusPublished
Cited by8 cases

This text of 868 N.E.2d 624 (Polito v. School Committee of Peabody) is published on Counsel Stack Legal Research, covering Massachusetts Appeals Court primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
Polito v. School Committee of Peabody, 868 N.E.2d 624, 69 Mass. App. Ct. 393, 2007 Mass. App. LEXIS 702 (Mass. Ct. App. 2007).

Opinion

Trainor, J.

The school committee of Peabody (committee) appeals from a summary judgment declaring that the plaintiff, Anthony T. Polito, is entitled to arbitrate whether good cause existed to terminate his services as an assistant superintendent of the Peabody school system.

Facts. Polito was hired in June, 2004, as an assistant superintendent of schools in Peabody pursuant to a written agreement (agreement). The agreement was drafted by the committee and provided that his employment commenced on July 1, 2004, and continued until June 30, 2007, a three-year term. Paragraph 4 of the agreement, entitled “Discharge,” states;

[394]*394“During the term of this Agreement, [Polito] shall be subject to discharge for good cause and shall be entitled to notice and procedural safeguards provided school principals under G. L. c. 71, § 41, including the right to file for arbitration as provided therein. In the event such a filing for arbitration occurs, the parties agree that the arbitration process shall be governed by said G. L. c. 71, § 41, excepting that the arbitrator’s remedial authority shall be limited to an award of back pay damages for the balance of the contract term after the discharge and shall not include authority to reinstate [Polito].”

The committee terminated Polito’s employment in late 2004. He attempted to invoke the arbitration term contained in the agreement in order to arbitrate whether he had been terminated for “good cause.” He wrote to the commissioner of the Department of Education (commissioner), as instructed by G. L. c. 71, § 41 (sometimes referred to as the statute), asking him for a list of arbitrators. In a letter dated December 15, 2004, the commissioner declined to do so. The commissioner reasoned that Polito did not qualify for statutory arbitration under G. L. c. 71, §§ 41 or 42, which provide that various supervisors, such as principals and assistant principals, who have been in their positions for three consecutive years cannot be dismissed or demoted except for good cause, and are entitled to arbitrate dismissal or demotion decisions. The commissioner declined to address whether the position of assistant superintendent was covered by the statute, finding that because Polito had not been in his position for three consecutive years at the time of his termination, he was not eligible for arbitration under the statute.

Prior to signing the agreement, there was no discussion between Polito and the committee about what would happen if the commissioner declined to provide a list of arbitrators. After the commissioner’s letter, Polito invited the committee to enter into a process to jointly select an arbitrator to hear the dispute. The committee declined that invitation.

Discussion. The parties agree that this dispute is appropriate for resolution by summary judgment.1 There are no genuine issues of material fact.

[395]*395The dispute between the parties concerns the interpretation of the “Discharge” provision in the agreement and its relationship to G. L. c. 71, § 41.2 Polito argues that the “good cause” protection and the right to arbitrate that protection under the agreement was intended to apply from the first day of the employment period. He also argues that the reference to G. L. c. 71, § 41, was intended to incorporate only its procedural and not its substantive provisions. The committee argues, on the other hand, that by referencing G. L. c. 71, § 41, the parties intended to incorporate both its procedural and substantive provisions. Specifically, the committee maintains that Polito should receive the same procedural and substantive rights offered to school principals under the statute. Polito, according to this argument, would only be entitled to “good cause” protection and the right to arbitrate that protection after three consecutive years of employment in the position of assistant superintendent. Finally, the committee argues that allowing arbitration of Polito’s termination would be contrary to public policy, as established by the Education Reform Act of 1993, St. 1993, c. 71, and therefore unenforceable.

[396]*3961. Disputed, contract provision. “We must interpret the words in a contract according to their plain meaning.” Dickson v. Riverside Iron Works, Inc., 6 Mass. App. Ct. 53, 55 (1978). We are also required to determine the objective intent of the parties in making the contract. Ibid. In addition, “[w]e must put ourselves in the place of the parties to the instrument and give its words their plain and ordinary meaning in the light of the circumstances and in view of the subject matter.” deFreitas v. Cote, 342 Mass. 474, 477 (1961), quoting from McQuade v. Springfield Safe Deposit & Trust Co., 333 Mass. 229, 233 (1955). We apply general principles of contract law to determine whether the agreement calls for arbitration. Mugnano-Bornstein v. Crowell, 42 Mass. App. Ct. 347, 350 (1997). “[A] party cannot be required to submit to arbitration any dispute which he has not agreed ... to submit.” Ibid., quoting from Local 285, Serv. Employees Intl. Union, AFL-CIO v. Nonotuck Resource Assocs., 64 F.3d 735, 738 (1st Cir. 1995).

The “Discharge” provision provides: “During the term of this Agreement, [Polito] shall be subject to discharge for good cause and shall be entitled to notice and procedural safeguards provided school principals under G. L. c. 71, § 41, including the right to file for arbitration as provided therein” (emphasis added). The plain meaning of this provision is that Polito could be discharged only for “good cause” and would have the right to arbitrate the determination of “good cause” from the first day to the last day of the contract term. If we were to construe the “Discharge” provision as providing Polito “good cause” protection and enforcement by arbitration only after he had served three consecutive years in the position, it would render meaningless the phrase, “[d]uring the term of this Agreement.” “A contract should be construed in such a way that no word or phrase is made meaningless by interpreting another word or phrase, because the interpretation should favor a valid and enforceable contract . . . rather than one of no force and effect.” Lexington Ins. Co. v. All Regions Chem. Labs, Inc., 419 Mass. 712, 713 (1995). Rendering that phrase meaningless would in turn render the entire provision meaningless, which could hardly have been the intent of the parties.

The committee argues that the parties intended that Polito be [397]*397afforded the same rights afforded to school principals under G. L. c. 71, § 41, but this interpretation is not consistent with the language of the “Discharge” provision. Significantly, under the statute, the remedy for a determination that a termination has occurred without “good cause” is reinstatement. Here, the “Discharge” provision specifically removes that power from the arbitrator and allows him only to award money damages, to the extent of unpaid salary. This language clearly evidences an intention of the parties, and particularly the committee as the drafter, to incorporate only certain aspects of G. L. c. 71, § 41, while specifically rejecting others.

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Bluebook (online)
868 N.E.2d 624, 69 Mass. App. Ct. 393, 2007 Mass. App. LEXIS 702, Counsel Stack Legal Research, https://law.counselstack.com/opinion/polito-v-school-committee-of-peabody-massappct-2007.