Filed 6/24/14 San Diego Court Employees Assn. v. San Diego County Superior Court CA4/1 NOT TO BE PUBLISHED IN OFFICIAL REPORTS California Rules of Court, rule 8.1115(a), prohibits courts and parties from citing or relying on opinions not certified for publication or ordered published, except as specified by rule 8.1115(b). This opinion has not been certified for publication or ordered published for purposes of rule 8.1115.
COURT OF APPEAL, FOURTH APPELLATE DISTRICT
DIVISION ONE
STATE OF CALIFORNIA
SAN DIEGO COUNTY COURT D064082 EMPLOYEES ASSOCIATION,
Plaintiff and Appellant, (Super. Ct. No. 37-2012-00085234- v. CU-WM-CTL)
SAN DIEGO COUNTY SUPERIOR COURT et al.,
Defendants and Respondents.
APPEAL from a judgment of the Superior Court of San Diego County, Steven Z.
Perren, Judge. (Associate Justice of the Court of Appeal, Second District, assigned by
the Chief Justice pursuant to art. VI, § 6 of the Cal. Const.) Affirmed.
Hayes & Cunningham and Dennis J. Hayes for Plaintiff and Appellant.
Atkinson, Andelson, Loya, Ruud & Romo, Nate J. Kowalski, Jennifer D. Cantrell
and Lisa M. Carrillo for Defendants and Respondents. The San Diego County Court Employees Association (the Association) appeals the
judgment denying its petition for writ of mandate against the San Diego County Superior
Court and its executive officer, Michael Roddy (collectively, the Superior Court), by
which the Association sought to compel the Superior Court to reinstate employees
allegedly laid off in violation of the collective bargaining agreement between the
Association and the Superior Court. We affirm.
I.
BACKGROUND
The Association represents employees in three bargaining units in their relations
with the Superior Court pursuant to the Trial Court Employment Protection and
Governance Act (Gov. Code, § 71600 et seq.). In August 2011, the Association and the
Superior Court executed a memorandum of agreement (the Memorandum), a
comprehensive agreement governing wages, hours, and other terms and conditions of
employment.
Article 13 of the Memorandum defines the procedures to be followed in the event
of a layoff. Under that provision, the executive officer may determine a reduction in
work force is necessary due to a lack of funds, among other reasons. In that event, the
executive officer "may establish a layoff list by classification/position within a program
or function of the Court," and employees "shall be laid off on the basis of a seniority
rating of the employees in the class of layoff, lowest rating first." The seniority of
employees hired before June 24, 2005, was based only on their length of continuous
service with the Superior Court and the San Diego County Municipal Court. The
2 seniority of employees hired on or after June 24, 2005, was based on their length of
continuous service with the Superior Court, the Municipal Court, and the County of San
Diego.1
In June 2012, Roddy issued a memorandum notifying all employees and their
bargaining representatives that funding for the Superior Court had been substantially
reduced for the 2012-2013 fiscal year, and a further reduction was expected for the 2013-
2014 fiscal year. As a result, Roddy anticipated that approximately 270 employees
would be laid off over the two fiscal years. In particular, Roddy proposed closing and
restructuring up to 40 courtrooms and thereby eliminating courtroom staff positions held
by employees represented by the Association.
During the two months after Roddy's announcement of anticipated layoffs, the
Association and the Superior Court met to discuss the layoff of employees in bargaining
units represented by the Association. In August 2012, the parties agreed to a letter of
understanding (the Letter), which was intended "to supplement, clarify and/or amend
[a]rticle 13 of the [Memorandum]." Section II of the Letter listed 18 employee
classifications, including independent calendar clerk, and stated: "Employees in each
separate classification identified for layoff shall be laid off on the basis of a court-wide
seniority rating within that classification, lowest rating first." Section III of the Letter
amended a sentence of article 13 of the Memorandum to correct a typographical
1 It is therefore possible an employee hired on or after June 24, 2005, could have a seniority rating higher than an employee hired earlier, because the seniority rating formula for an employee hired after June 24, 2005, includes service with the County of San Diego, but the seniority rating formula for an earlier-hired employee does not. 3 omission, so that the corrected sentence read: "In the event there is a layoff that occurs
after June 24, 2005 for classes in the [Association's] bargaining units, the order of layoff
will be based on use of the seniority list established under 13.B below first."
(Underlining omitted.) Immediately after the corrected sentence, the Letter added a new
sentence, which is the focus of this appeal: "Once all employees hired on or after
June 24, 2005 are laid off, the layoff process contained herein shall apply to employees
hired before June 24, 2005." The Letter also authorized employees to avoid layoffs by
"bumping" employees with less seniority in two circumstances: (1) an employee in a
position designated for elimination could demote to a previously held position that was
currently held by another employee with a lower seniority rating; and (2) an independent
calendar clerk who previously held a courtroom clerk position could laterally transfer to a
courtroom clerk position currently held by another employee with a lower seniority
rating.
In September 2012, the Superior Court provided the Association with a list of
current employees represented by the Association, separating them by classification and
identifying their seniority, and notified the Association it planned to eliminate
17 independent calendar clerk positions. The Superior Court eliminated the positions of
15 independent calendar clerks who had been hired before June 24, 2005. All but one of
those 15 clerks chose demotion in lieu of layoff.
Based on the elimination of the independent calendar clerk positions, the
Association submitted a formal written grievance in accordance with the procedures
outlined in the Memorandum. The Association alleged the Superior Court breached
4 section III of the Letter by laying off employees who had been hired before June 24,
2005, before it had laid off all employees hired on or after that date. To remedy this
alleged violation, the Association sought reinstatement of the wrongfully laid-off
employees with full back pay and benefits, costs, and attorney fees. The Superior Court
rejected the grievance.
The Association challenged the rejection of its grievance by filing in the trial court
a verified petition for writ of mandate (Code Civ. Proc., § 1085), in which it alleged the
Superior Court breached section III of the Letter by laying off employees hired before
June 24, 2005, before it had laid off all later-hired employees. The Association sought a
writ compelling the Superior Court to comply with the Letter by reinstating employees
improperly laid off and restoring any lost wages and benefits. The Superior Court filed an
answer denying any breach, asserting affirmative defenses, and praying that the
Association take nothing by its petition.
The parties submitted memoranda of points and authorities and declarations in
support of their respective interpretations of the layoff provisions of the Memorandum
and the Letter.2 The trial court held a hearing on the Association's petition and issued a
written statement of decision concluding the Memorandum and the Letter required
layoffs by seniority within each affected classification, and rejecting the Association's
2 The parties also submitted evidentiary objections to the declarations. The trial court sustained some objections and overruled others. Since no party challenges the evidentiary rulings on appeal, we deem any issues concerning their correctness abandoned and disregard any evidence to which objections were sustained. (Lopez v. Baca (2002) 98 Cal.App.4th 1008, 1014-1015; Badie v. Bank of America (1998) 67 Cal.App.4th 779, 784-785.) 5 argument that, regardless of classification, all employees hired on or after June 24, 2005,
had to be laid off before any employees hired earlier could be laid off. Entry of a
judgment denying the petition followed.
II.
DISCUSSION
The Association contends the trial court should have granted its petition for writ of
mandate because the Superior Court breached the Memorandum and the Letter by laying
off employees in the Association's bargaining units hired prior to June 24, 2005, before
laying off all employees in the Association's bargaining units hired later. We reject this
contention because it is inconsistent with the governing contractual provisions and rules
of contract interpretation.
A. The Appeal Is Not Moot
Before turning to the merits of the appeal, we must make a brief procedural detour
to dispose of the Superior Court's argument the Association's appeal is moot and should
be dismissed. Citing Keith Garrick, Inc. v. Local No. 2 (1963) 213 Cal.App.2d 434 and
Paoli v. Cal. & Hawaiian Sugar etc. Corp. (1956) 140 Cal.App.2d 854, the Superior
Court argues this case comes within the purported rule that an appeal should be dismissed
"as moot where a union fails to appeal the denial of damages and simply seeks a
determination that the employer breached the collective bargaining agreement." We
disagree. Keith Garrick, Inc. dismissed as moot appeals from a judgment enjoining
enforcement of invalid provisions of a collective bargaining agreement, because "the
agreement involved in [the] cases had expired, and . . . a new and different agreement had
6 been executed." (213 Cal.App.2d at p. 435.) Paoli held the portion of a judgment
awarding injunctive relief for breach of a collective bargaining contract "became moot
after the expiration of the contract," and "the portion of the judgment declaring that
defendant had breached the contract . . . became moot when the court found that plaintiffs
were entitled to no damages and plaintiffs failed to appeal therefrom." (140 Cal.App.2d
at pp. 856, 857-858, fn. omitted.) Here, the trial court did not issue an injunction based
on expired contract provisions; and the Association appealed the denial of its requested
writ relief, a remedy available to enforce public employment contracts. (Glendale City
Employees' Assn., Inc. v. City of Glendale (1975) 15 Cal.3d 328, 343; National City
Police Officers' Assn. v. City of National City (2001) 87 Cal.App.4th 1274, 1279.) We
thus reject the Superior Court's argument the appeal is subject to dismissal as moot.
B. The Trial Court Properly Denied the Association's Writ Petition
To determine whether the trial court properly denied the Association's petition for
writ of mandate, we must interpret the layoff provisions of the Memorandum as amended
by the Letter. The parties disagree on the standard of review we should apply and on
how we should interpret the layoff provisions. We resolve each dispute in turn.
1. The Proper Standard of Review Is De Novo
The Association argues we should interpret the layoff provisions de novo because
the provisions are clear and unambiguous, and the trial court should not have considered
any extrinsic evidence. The Superior Court argues that where, as here, conflicting
extrinsic evidence was properly admitted, we must uphold the trial court's interpretation
7 if it is reasonable and supported by substantial evidence. We conclude the de novo
standard of review applies.
"Interpretation of a written instrument becomes solely a judicial function only
when it is based on the words of the instrument alone, when there is no conflict in the
extrinsic evidence, or when a determination was made based on incompetent evidence."
(City of Hope Nat. Medical Center v. Genentech, Inc. (2008) 43 Cal.4th 375, 395 (City of
Hope).) Here, the parties submitted declarations from participants in the meetings and
negotiations that ultimately produced the layoff provisions of the Memorandum and the
Letter, and some of the declarations attached notes the participants took at the meetings.
The trial court properly sustained objections to the participants' conflicting statements
about the intent of the layoff provisions or participants' understandings of those
provisions, because such statements are irrelevant to the proper interpretation of the
provisions. (Brant v. California Dairies, Inc. (1935) 4 Cal.2d 128, 133; PV Little Italy,
LLC v. MetroWork Condominium Assn. (2012) 210 Cal.App.4th 132, 157.) Further,
although the parties draw different conclusions from what was said at the meetings and
negotiations concerning the layoffs, they do not disagree on what events led up to the
meetings and negotiations or what was actually said at them. Hence, since there was no
conflict in this extrinsic evidence, the interpretation of the layoff provisions "becomes
solely a judicial function" (City of Hope, at p. 395), and "is subject to independent review
on appeal" (Scheenstra v. California Dairies, Inc. (2013) 213 Cal.App.4th 370, 390).
8 2. The Memorandum and Letter Require Layoffs by Seniority Within Affected Classifications
The Association contends the layoff provisions of the Memorandum and the Letter
forbade the Superior Court to lay off any employee within the Association's bargaining
units who was hired before June 24, 2005, unless and until the Superior Court had laid off
all employees within the Association's bargaining units who were hired after that date.
The Superior Court counters that layoffs had to be done by seniority within each affected
classification, with the employee in the classification having the lowest seniority rating
being laid off first, provided, however, that no employee within the classification hired
before June 24, 2005, could be laid off until all employees within the classification hired
on or after that date had been laid off. We agree with the Superior Court.
We begin by stating the legal rules governing our interpretation of the layoff
provisions. Our primary goal in interpreting a contract is to effectuate the mutual
intention of the parties as it existed at the time the contract was made. (Civ. Code,
§ 1636; State of California v. Continental Ins. Co. (2012) 55 Cal.4th 186, 195.) We
ascertain such intention solely from the words of a written contract, if possible. (Civ.
Code, § 1639; Continental Ins. Co., at p. 195.) Where, as here, two contracts relate to the
same subject matter, we read them together; consider the various provisions in context,
not in isolation; and strive to give effect to every provision. (Civ. Code, §§ 1641, 1642;
Lemm v. Stillwater Land & Cattle Co. (1933) 217 Cal. 474, 480; Legendary Investors
Group No. 1, LLC v. Niemann (2014) 224 Cal.App.4th 1407, 1413 (Legendary
Investors).) Finally, we must adopt an interpretation that is reasonable, fair and makes
9 the contract effective, and avoid an interpretation that leads to absurd or unjust results or
defeats the objective of the contract. (Civ. Code, §§ 1638, 1643; Safeco Ins. Co. v.
Robert S. (2001) 26 Cal.4th 758, 765; Eucasia Schools Worldwide, Inc. v. DW August
Co. (2013) 218 Cal.App.4th 176, 182 (Eucasia Schools); Chevron U.S.A., Inc. v. Bragg
Crane & Rigging Co. (1986) 180 Cal.App.3d 639, 644.) Applying these interpretive
rules, we conclude the Memorandum and the Letter required the Superior Court to lay off
employees by seniority within each affected job classification.
Article 13 of the Memorandum contains several provisions indicating layoffs must
be done by seniority within an affected job classification. Article 13 authorizes the
Superior Court's executive officer to reduce the work force for lack of funds, in which
event he "shall identify the program or function that is subject to a reduction in work
force" and "may establish a layoff list by classification/position within a program or
function of the Court." (Italics added.) When the executive officer decides to reduce the
work force, employees "shall be laid off on the basis of a seniority rating of the
employees in the class of layoff, lowest rating first." (Italics added.) Article 13 also
specifically provides any layoff of employees hired before June 24, 2005, will be based
on seniority and "will occur separately within each affected classification." (Italics
added.) When the executive officer determines "a layoff in a specific class is necessary,
an employee in that class may volunteer to be laid off," or the executive officer may
permit an employee within the affected class "to demote to a lower class" instead of
being laid off. (Italics added.)
10 The Letter, which was expressly intended to "supplement, clarify and/or amend
[a]rticle 13 of the [Memorandum]," also contains several provisions indicating layoffs
must be done by seniority within each affected job classification. Section II of the Letter
states: "Employees in each separate classification identified for layoff shall be laid off
on the basis of a court-wide seniority rating within that classification, lowest rating first."
(Italics added.) Section III corrects a typographical omission and restates the provision in
article 13 of the Memorandum that "the order of layoff will be based on use of the
seniority list" established under article 13. (Italics added, underlining omitted.)
Section III also adds a new limitation: "Once all employees hired on or after June 24,
2005 are laid off, the layoff process contained herein shall apply to employees hired
before June 24, 2005." Section IV clarifies that "employees in positions identified for
elimination" may demote to a previously held position, "[p]rovided it does not result in
the layoff of an employee with a higher seniority rating . . . ." (Italics added.) Finally,
section VIII provided that in lieu of layoff, an independent calendar clerk who had
previously been a courtroom clerk could laterally transfer to a courtroom clerk position
currently held by an employee with a lower seniority rating.
These various layoff provisions, when read together as they must be (Civ. Code,
§§ 1641, 1642; Legendary Investors, supra, 224 Cal.App.4th at p. 1413), required the
Superior Court to designate particular job classifications for layoff and to lay off
employees within each designated classification strictly by seniority. Specifically, the
employee with the lowest seniority rating in a classification subject to work force
reduction must be laid off first, followed by the employee with the next lowest seniority
11 rating in the classification, and so on until the desired reduction in work force was
attained. The "bumping" provisions of the Letter further clarified that layoffs would
proceed by seniority within affected job classifications, by authorizing employees in
positions identified for elimination to demote or laterally transfer to positions in other
classifications held by employees with less seniority.
There is, however, a limited exception to the requirement that layoffs within a
classification had to proceed strictly on the basis of seniority. The Memorandum created
the possibility an employee hired on or after June 24, 2005, could have a higher seniority
rating than an employee hired earlier, because employees hired on or after June 24, 2005,
were given credit for continuous service with the Superior Court, the Municipal Court,
and the County, but earlier-hired employees were given credit for continuous service with
the Superior Court and the Municipal Court only. (See fn. 1, ante.) To give additional
protection from layoffs to employees hired before June 24, 2005, the last sentence of
section III of the Letter provides: "Once all employees hired after June 24, 2005 are laid
off, the layoff process contained herein shall apply to employees hired before June 24,
2005."
We thus interpret the layoff provisions of the Memorandum and the Letter to
require layoffs by classification on the basis of seniority, with the proviso that no
12 employee within an affected classification hired before June 24, 2005, could be laid off
unless and until all later-hired employees within the classification had been laid off.3
The Association argues this interpretation is incorrect by focusing on the last
sentence of section III of the Letter: "Once all employees hired after June 24, 2005 are
laid off, the layoff process contained herein shall apply to employees hired before
June 24, 2005." According to the Association, this "clear and unambiguous" language
establishes a "caveat" that, regardless of job classification, no employee hired before
June 24, 2005, could be laid off until all later-hired employees had been laid off. We are
not persuaded.
It is true, as the Association points out, the last sentence of section III of the Letter
"does not refer to all employees within a classification, but instead, simply refers to all
employees." It is also true that, read in isolation, the sentence supports the Association's
interpretation. But "even if one provision of a contract is clear and explicit, it does not
follow that that portion alone must govern its interpretation; the whole of the contract
must be taken together so as to give effect to every part." (Alperson v. Mirisch Co.
(1967) 250 Cal.App.2d 84, 90, italics added; accord, Legendary Investors, supra, 224
Cal.App.4th at p. 1413.) "The contract must be construed as a whole, without giving a
distorting emphasis to isolated words or phrases." (Transamerica Ins. Co. v. Sayble
3 Interpreting the last sentence of section III of the Letter as qualifying the strict seniority standard for layoffs that would otherwise apply gives the sentence independent force and effect. We therefore reject the Association's complaint that this interpretation fails to give effect to every part of the contract and renders the sentence " 'nugatory, inoperative, . . . meaningless,' " and " 'redundant.' " 13 (1987) 193 Cal.App.3d 1562, 1566.) As explained above, the layoff provisions of the
Memorandum and the Letter, considered as a whole, required the Superior Court to lay
off employees on the basis of seniority within each affected job classification. We
therefore reject the Association's interpretation of the layoff provisions as forbidding the
Superior Court to lay off any employee hired before June 24, 2005, until it had laid off all
earlier-hired employees, regardless of classification.
We also reject the Association's interpretation because it would unreasonably
restrict the Superior Court's contractual right to reduce its work force. The Memorandum
and the Letter authorized the Superior Court's executive director to respond to the budget
reductions announced in 2012 by identifying programs or functions subject to work force
reduction and establishing a layoff list by classification/position within the identified
programs or functions. The Superior Court thus could reduce its work force by
eliminating entire job classifications, reducing the number of positions in classifications,
or a combination of these methods. Under the Association's interpretation of the Letter,
however, unless and until all employees in every job classification hired on or after
June 24, 2005, had been laid off, no classification could be eliminated if it contained an
earlier-hired employee, and no classification could have its positions reduced to a target
number if it contained a greater number of earlier-hired employees. As the learned trial
court noted, the Association's interpretation
"would render the classification system a nullity and could require reorganization and reassignment of employees into classifications very different from their current assignments without regard to qualification. The resulting reassignments would be based on date of hire irrespective of training, background, or experience. It would result in management by
14 chaos at a time when the court's ability to serve the public was being tested."
An interpretation that leads to such unjust and absurd results must be rejected, especially
when the alternative interpretation we adopted above avoids these problems. (Civ. Code,
§ 1643; Eucasia Schools, supra, 218 Cal.App.4th at p. 182; Segal v. Silberstein (2007)
156 Cal.App.4th 627, 633.)
Finally, we note the extrinsic evidence admitted by the trial court does not support
the Association's position. Although the Association argues on appeal that the trial court
erred by considering any extrinsic evidence, the Association submitted to the trial court
several declarations that attached notes from one of the meetings leading up to the Letter,
and argued this "parol[] evidence" supported its interpretation. According to the notes,
the Superior Court's human resources director stated that employees hired on or after
June 24, 2005, would be laid off before employees hired earlier. Significantly, the cited
notes are silent on the issue of whether layoffs would proceed by seniority within an
affected job classification. The human resources director, however, submitted a
declaration stating that her "comments were directed at layoffs within classifications,"
and notes taken at an earlier meeting by one of the Association's board members support
her statement. Thus, the notes cited by the Association do not establish the parties' intent
to lay off all employees hired on or after June 24, 2005, before laying off any earlier-
hired employees, without regard to job classification.
But even if the notes did establish such an intent, we would still reject the
Association's interpretation of the Letter. "[E]xtrinsic evidence is not admissible to
15 ascribe a meaning to an agreement to which it is not reasonably susceptible." (ASP
Properties Group v. Fard, Inc. (2005) 133 Cal.App.4th 1257, 1267.) The various layoff
provisions of the Memorandum and the Letter plainly required layoffs by seniority within
affected classifications. They cannot reasonably be interpreted to require that, regardless
of classification, all employees hired on or after June 24, 2005, had to be laid off before
any earlier-hired employee could be laid off, as the Association urges.
DISPOSITION
The judgment is affirmed. The parties are to bear their own costs on appeal.
IRION, J.
WE CONCUR:
MCDONALD, Acting P. J.
O'ROURKE, J.