Wortis v. Trustees of Tufts College

• Court: Massachusetts Supreme Judicial Court
• Decided: March 14, 2024
• Docket: SJC 13472
• Status: Published

Opinion

NOTICE: All slip opinions and orders are subject to formal revision and are superseded by the advance sheets and bound volumes of the Official Reports. If you find a typographical error or other formal error, please notify the Reporter of Decisions, Supreme Judicial Court, John Adams Courthouse, 1 Pemberton Square, Suite 2500, Boston, MA, 02108-1750; (617) 557- 1030; SJCReporter@sjc.state.ma.us

SJC-13472

HENRY H. WORTIS & others1 vs. TRUSTEES OF TUFTS COLLEGE.

Middlesex. November 3, 2023. - March 14, 2024.

Present (Sitting at Lowell): Budd, C.J., Gaziano, Kafker, Wendlandt, & Georges, JJ.

Contract, Employment, Performance and breach, Construction of contract, Private college, School handbook, Custom, Implied covenant of good faith and fair dealing. Employment, Personnel manual. Evidence, Custom and usage. Practice, Civil, Summary judgment. Estoppel. Declaratory Relief. Words, "Economic security," "Academic freedom."

Civil action commenced in the Superior Court Department on December 5, 2019.

The case was heard by Maureen B. Hogan, J., on motions for summary judgment.

The Supreme Judicial Court granted an application for direct appellate review.

Kevin T. Peters (Jennifer A. Henricks also present) for the plaintiffs. Daryl J. Lapp for the defendant. The following submitted briefs for amici curiae:

1 Amy S. Yee, Theoharis C. Theoharides, Ana M. Soto, Emmanuel N. Pothos, Michael H. Malamy, David J. Greenblatt, and Brent H. Cochran. 2

Matthew W. Finkin, of New York, for Mark Barenberg & others. Risa Lieberwitz, of Georgia, Aaron Nisenson, of the District of Columbia, Edward D. Swidriski, III, of Texas, & James A.W. Shaw for American Association of University Professors. Katherine B. Wellington for Association of American Universities.

KAFKER, J. At issue in the instant case is whether the

salary and full-time status of tenured medical school professors

at Tufts University (Tufts)2 may be substantially reduced, and

the laboratory (lab) space they previously occupied shrunk or

eliminated, consistent with the promises of economic security

and academic freedom provided in their tenure commitments.

In particular, the plaintiffs, tenured faculty at Tufts

University School of Medicine (TUSM), challenge compensation and

lab space policies issued in 2016, 2017, and 2019 that require

them to cover fifty percent of their salary with external

research funding. Under the plans, if the plaintiffs did not

maintain the fifty percent funding requirement, their salaries

would be cut and their employment status would be reduced from

full time to part time. To maintain their existing lab space,

the plaintiffs were also required to ensure that their external

research funding maintained a cost recovery rate equivalent to a

2 Tufts University is incorporated in Massachusetts as "Trustees of Tufts College." For the sake of simplicity, we refer to the defendant as "Tufts" throughout the opinion. 3

Federal grant from the National Institutes of Health (NIH).

When the plaintiffs failed to meet the external funding

requirements set out in the policies, they had their salaries

cut, their full-time status reduced, in some cases to part time,

and their lab space reduced or closed entirely, although they

had access to other lab space and any grant applications they

submitted would include a commitment by TUSM to provide the

appropriate resources to conduct the work.

The plaintiffs then sued Tufts in the Superior Court,

arguing that the compensation and lab space policies violated

their rights to academic freedom and economic security

guaranteed by their tenure contracts. The court granted summary

judgment in Tufts's favor on all counts, ruling that the

compensation and lab space policies did not violate the

plaintiffs' tenure rights, and the plaintiffs appealed.

We conclude that academic freedom and economic security are

not hortatory concepts but important norms in the academic

community. Importantly, they are substantive terms expressly

incorporated in Tufts's tenure documents. The meaning of at

least economic security is not, however, self-explanatory and

may vary depending upon the particular university and even the

particular school within the university. We further conclude

that the meaning of economic security for tenured medical school

professors at Tufts is ambiguous in the tenure documents, and 4

more evidence is required regarding the customs and practices

and reasonable expectations related to salary and full-time

status for tenured professors at TUSM, and even other

universities and medical schools, to resolve the question

whether the significant reductions in salary and full-time

status imposed here violated the economic security provided in

the tenure documents. Summary judgment was therefore not

appropriate on this issue. In contrast, nothing in the tenure

documents, including the protection provided by the terms

"academic freedom" and "economic security," guarantee the lab

space commitments claimed here. Summary judgment on these

claims was therefore proper. We therefore affirm in part and

reverse in part.3

1. Background. a. Facts. The following facts are drawn

from the order on the parties' cross motions for summary

judgment, supplemented by other uncontroverted facts in the

summary judgment record, and are either not in dispute or viewed

in the light most favorable to the plaintiffs, against whom

summary judgment entered. Williams v. Board of Appeals of

Norwell, 490 Mass. 684, 685 (2022).

3 We acknowledge the amicus briefs submitted by the Association of American Universities, the American Association of University Professors, and a group of law professors. 5

TUSM, one of Tufts's schools, divides its faculty into

basic science faculty and clinical faculty. Basic science

faculty at TUSM are, according to the faculty handbook, "to

participate in the teaching of programs of the professional

schools, to direct graduate-training programs, to serve as a

source of expertise within the Tufts community, and to conduct

original research." Clinical faculty members are generally not

involved in classroom teaching but rather are primarily

responsible for providing services to patients at affiliated

hospitals or other clinical settings and for providing practical

training of medical students. The plaintiffs are all tenured

basic science faculty at TUSM and were all granted tenure at

different times, dating as far back as 1970 and as recently as

2009.

i. The plaintiffs' tenure contracts. A. Appointment and

promotion letters. To understand the scope of the plaintiffs'

tenure protections, we look first to the letters each plaintiff

received granting them tenure. Each plaintiff was granted

tenure at some point between 1970 to 2009, before the lab space

and salary policies went into effect in 2016 and 2017. The

letters themselves say little to nothing about the terms or

scope of the plaintiffs' tenure and say nothing about salary and

lab space reductions or reductions in full-time equivalent (FTE)

status. A few of the plaintiffs received specific salary and 6

lab space commitments in their initial offer letters, but their

subsequent tenure letters do not discuss the effect of tenure on

those prior commitments.

Plaintiff Dr. Michael H. Malamy received tenure when he was

appointed an associate professor of molecular biology and

microbiology at TUSM, "without limit of time," in 1970. The

letter granting him tenure indicates that Tufts appointed him

"subject to the provisions of the applicable bylaws and

University policies" but otherwise says nothing about the terms

of his tenure. Plaintiff Dr. Henry H. Wortis was granted tenure

in 1976 in a letter that also stated his appointment was

"without limit of time" and "subject to the provisions of the

applicable bylaws and University policy."

In 1991, plaintiff Dr. Theoharis C. Theoharides was granted

tenure. The 1991 letter is not in the record. Plaintiff Dr.

David J. Greenblatt was granted tenure in 1992. As with the

other plaintiffs, Greenblatt's letter is silent on the terms of

tenure or the questions of salary reductions and lab space. The

letter provided in the record discusses the recommendation of

the Basic Sciences Appointments, Promotions and Tenure Committee

(tenure committee) to grant Greenblatt's tenure and notes

favorably his reputation "as an expert in the area of

pharmokinetics" and his citation as one of "the world's twenty

most prolific researchers." A year later, in 1993, plaintiff 7

Dr. Brent H. Cochran was granted tenure based on the

recommendation of the tenure committee. Again, the letter does

not offer details about the tenure arrangement but does note

that the tenure recommendation was based on Cochran's "past

research accomplishments, [his] demonstrated commitment to

teaching and to the training of students and postdoctoral

fellows," as well as his "consistent record of grant support

from NIH." Cochran's initial offer letter notes that his

starting salary would be "$70,000 with half being provided by

Tufts, including fringe benefits." The offer letter also notes

Tufts's agreement to provide lab and office space, plus lab

start-up funds and, if needed, up to $100,000 for one year or

until Cochran received grant support to replace the funding he

had been receiving from his previous employer.

In 1994, plaintiff Dr. Ana M. Soto was granted tenure. As

with the other letters, Soto's letter does not discuss the terms

of her tenure but notes that tenure was "awarded based on [her]

scientific accomplishments," "contributions to teaching,"

"service to the university," and "national and international

reputation as a reproductive toxicologist."

In 1998, plaintiff Dr. Amy S. Yee was granted tenure by

Tufts's board of trustees. Her letter also does not discuss

what protections or benefits tenure provides. The letter notes

that tenure was granted based on her "ability to publish 8

innovative studies and to obtain research funding in a highly

competitive area," her "high recognition as a contributor to the

field of developmental transcription factors, as evidenced by

invitations to present [her] work at highly selective scientific

meetings and at major institutions," her commitment to teaching,

and her service on key university committees. Her 1989 letter

offering her a "tenure-track" appointment to assistant professor

included an initial twelve months' salary offer and a specified

amount of lab space and start-up funds for her lab.

Finally, and most recently, Dr. Emmanuel N. Pothos was

granted tenure in 2009. Like the previous letters, his letter

does not lay out the terms of tenure but notes that the

recommendation was made by the tenure committee based on his

"demonstrated excellence in research, teaching and service to

the university." Pothos's appointment letter for his initial

tenure-track assistant professor position at Tufts provides more

detail than most of the other appointment letters. First, it

notes that his salary would initially be wholly paid by TUSM in

the first year of his appointment, and then reduced to sixty

percent in the second year, and by the third year, he would be

expected to cover at least fifty percent of his salary with

outside grant funding. Second, it specifically offered him

"appropriate laboratory and office space" as well as funds to

defray the cost of lab equipment, supplies, and personnel. 9

B. Faculty handbook. In addition to the tenure letters,

we also consider other documents to define the scope of tenure.

The parties agree that the TUSM faculty handbook (faculty

handbook) is a part of the tenure contract. The parties further

agree that certain policies, including the basic science faculty

appointment, promotion, and separation policy (basic science

policy) and the policy on academic freedom, tenure, and

retirement (AFTR policy) (both described in detail infra), set

forth in the faculty handbook, are part of the plaintiffs'

tenure agreements with Tufts.4 Nonetheless, nothing from the

faculty handbook in the record, including the basic science

policy and the AFTR policy, specifically addresses reductions in

salary, FTE status, or lab space.

C. Basic science policy. The basic science policy

included in the record lays out the requirements for appointment

4 We note that the record does not include a full copy of the current faculty handbook. The record also indicates that there have been amendments and revisions to the faculty handbook, but it is unclear how or when such amendments or revisions happened or the substance of any such amendments or revisions. The record also does not include the faculty handbooks or the basic science and AFTR policies in place at the time each faculty member was awarded tenure. Nonetheless, as both parties agree that the commitments to academic freedom and economic security reflected in the current AFTR policy and faculty handbook apply to all of the plaintiffs in this case, and disagree only as to their legal significance, we therefore assume, for the purposes of summary judgment, that the relevant language, or at least the concepts of academic freedom and economic security so described, is applicable and that we must determine their legal significance. 10

and promotion to tenured positions within TUSM in detail.

However, apart from noting that "[t]enure reflects a long-term

commitment by the University to the academic freedom and

security of faculty members," the basic science policy does not

explain what protections tenure provides. Nor does the basic

science policy discuss salary or FTE reductions. It does state,

however, that "[d]etails on the tenure policy can be found in

the document Policy on Academic Freedom, Tenure, and Retirement

of the Board of Trustees of Tufts University."

The section on separation from TUSM provides the procedures

for termination for cause of faculty with permanent or

continuous tenure, but it does not address salary beyond noting

that a tenured faculty member terminated for reasons other than

moral turpitude will receive his or her salary for one year.

The basic science policy is similarly silent on whether faculty

members are guaranteed lab space or whether lab space may be

reduced. Most of the basic science policy focuses on the

substantive prerequisites for receiving tenure. The

introduction to the basic science policy included in the record

does, however, state that "[t]he personnel policies and

practices for all faculty appointments derive from a variety of

sources, including the Bylaws of the Faculty, policies adopted

by the Trustees of the University, and policies adopted by the

University and/or the School of Medicine." 11

D. AFTR policy. The AFTR policy consists of six sections:

(I) introduction to academic freedom and tenure; (II) academic

freedom; (III) academic tenure; (IV) nonreappointments not

involving tenure; (V) academic year; and (VI) emeritus status.

Section I incorporates verbatim the language of the American

Association of University Professors's (AAUP's) 1940 Statement

of Principles on Academic Freedom and Tenure (1940 statement).

It begins by emphasizing that "[a]cademic freedom is essential

to the free search for truth and its free exposition and applies

to both teaching and research." The next paragraph states in

whole:

"Tenure is a means to a certain ends, especially: (1) Freedom of teaching and research and of extramural activities, and (2) A sufficient degree of economic security to make the profession attractive to men and women of ability."

Economic security is not further defined in the AFTR policy, but

academic freedom is defined in § II to include: "full freedom

in research and in the publication of the results, subject to

adequate performance of [the teacher's] other academic duties;"

(b) freedom in the classroom in discussing the teacher's

subject, so long as the teacher refrains from introducing

controversial matter not related to the subject being taught;

and (c) freedom from "institutional censorship or discipline"

when the teacher "speaks or writes as a citizen." This 12

definition of academic freedom is essentially the same as the

definition in the 1940 statement, discussed in detail infra.

Section III of the AFTR policy describes the procedural

requirements for obtaining tenure and the procedural protections

to which a faculty member is entitled in the case of termination

for cause. To obtain tenure, a faculty member must have

completed a probationary period of seven years of full-time

service. At the end of the probationary period, a full-time

faculty member who meets certain eligibility requirements will

"be granted an appointment with permanent or continuous tenure,

unless he/she is notified in writing to the contrary prior to

the beginning of the last year of the probationary period."

After tenure is granted, Tufts faculty "will be terminated only

for adequate cause, or under extraordinary circumstances because

of bona fide financial exigencies or program discontinuance or

resignation or retirement." Like the 1940 statement, the AFTR

policy entitles tenured faculty to a hearing upon request in the

case of dismissal for cause. The AFTR policy is also silent on

salary and FTE reductions or reductions in lab space.5

5 While both parties rely heavily on both the AFTR and basic science policies to make their case, based on the record before us we do not know whether either policy was in place at the time the plaintiffs were granted tenure. The AFTR policy indicates that it was revised in 2014, but we do not know when it was first adopted. Similarly, the basic science policy states that it was approved and adopted in April 1999, but portions of the 13

E. The 1940 statement. The central language at issue in

the AFTR policy is taken verbatim from the AAUP's 1940

statement. The 1940 statement was the product of compromise

between professors and university administrators. M.W. Finkin

& R.C. Post, For the Common Good: Principles of American

Academic Freedom 47-48 (2009). The AAUP sought out a partner in

drafting the 1940 statement and ultimately found such a partner

in the Association of American Colleges, an organization

representing the administrators of undergraduate colleges and

universities. Metzger, The 1940 Statement of Principles on

Academic Freedom and Tenure, 53 Law & Contemp. Probs. 3, 12, 23-

24 (1990).

The 1940 statement seeks, in its own words, to "promote

public understanding and support of academic freedom and tenure

and agreement upon procedures to ensure them in colleges and

universities." Universities exist to serve "the common good and

not to further the interest of either the individual teacher or

the institution as a whole. The common good depends upon the

free search for truth and its free exposition." Thus, academic

freedom is essential to the common good because "[f]reedom in

research is fundamental to the advancement of truth" and freedom

document indicate that certain provisions were adopted and revised well before 1999. For example, the documentation of criteria guidelines, referenced in the policy, were adopted in 1983. 14

in teaching protects both the professors' right to teach and the

students' freedom to learn. Academic freedom "carries with it

duties correlative with rights." This is the context in which

the AAUP introduces the concept of tenure. The third paragraph

following these introductory statements declares that

"[t]enure is a means to certain ends; specifically (1) freedom of teaching and research and of extramural activities, and (2) a sufficient degree of economic security to make the profession attractive to men and women of ability. Freedom and economic security, hence, tenure, are indispensable to the success of an institution in fulfilling its obligations to its students and to society."

The 1940 statement then lays out the three components of

academic freedom: (1) full freedom in research and in the

publication of results, subject to adequate performance of other

academic duties; (2) freedom in the classroom; and (3) the

ability to speak or write as citizens, free from institutional

censorship or discipline.

Finally, the 1940 statement concludes with a section that

states: "the precise terms and conditions of every appointment

should be stated in writing and be in the possession of both

institution and teacher before the appointment is consummated."

It also describes tenure as "permanent and continuous" and that

once tenure has been granted, faculty "should be terminated only

for adequate cause, except in the case of retirement for age, or

under extraordinary circumstances because of financial

exigencies." Moreover, termination for cause "should, if 15

possible, be considered by both a faculty committee" and the

university's governing board, with the opportunity for a hearing

in cases where facts are in dispute. Tufts's AFTR policy

provides substantively the same termination policies.

ii. Research, funding, and lab space. As reflected in the

parties' statement of undisputed facts, "[s]cientific research

at TUSM, like other medical schools, is expensive and funded in

significant part by grants from external sources, which include

federal agencies including the [NIH]; state agencies;

pharmaceutical and other biomedical companies; and private

donors including family foundations and individuals." The

process to secure Federal funding for biomedical research is

also highly competitive. At TUSM, like other medical schools,

external funds are used to underwrite both the "direct" and

"indirect" costs of the research effort, including some of the

salary for the faculty members serving as principal

investigators and others who work on the projects, as well as

the lab space, equipment, and materials used in the research.

This is, at least in part, because Tufts owns all of the lab

space and all of the research equipment and materials obtained

through grants, and bears the significant administrative and

facilities costs associated with basic science research.

It is also undisputed that the award of tenure does not

imply a guarantee of specific lab space to a specific 16

individual. That being said, if a faculty member's lab space is

reduced, or closed entirely, the faculty member still may submit

grants, and TUSM will provide access to alternative space and

equipment as needed to support the faculty member's actual

research needs. All grant submissions by TUSM faculty include a

commitment by TUSM that it will provide the appropriate

resources to conduct the work. Researchers who lack

individually assigned space may also share space with

colleagues, as some of the plaintiffs have done. Finally, the

vast majority of medical schools in the United States condition

salary for basic science faculty, at least in part, on

performance metrics, which include success in generating

external research funding.

iii. 2009 salary plan. In July 2009, Tufts adopted the

Faculty Salary Modification Plan (2009 salary plan), which

required full-time tenured basic sciences faculty to generate

enough external funding to cover a significant portion of their

base salary. Specifically, Tufts measured the "[three]-year

rolling average" of the fraction of their salary covered by

external grants. If that three-year average fell to fifteen

percent or less, faculty members were subject to a review

process in which they were evaluated on factors such as the

number and quality of publications, the dollar amounts of

extramural support, sources of extramural support, and ongoing 17

efforts to obtain additional extramural funds. Depending on the

outcome of the review, faculty could have their salary reduced

to either seventy-five percent of their current salary or the

base salary for their relevant rank (i.e., associate or full

professor).

Prior to 2009, tenured medical school professors who did

not generate external funding to cover a significant percentage

of their base salary were not required by any formal policy to

have their salaries reduced. Three of the plaintiffs, Pothos,

Yee, and Malamy, were notified of or experienced salary

reductions under the 2009 salary plan but did not challenge

those salary reductions in court as a violation of their tenure

rights.6

iv. Lab space guidelines. In 2016, TUSM adopted the Tufts

University School of Medicine Research Space Guidelines (lab

space guidelines), which linked continued faculty access to lab

space to maintaining a certain level of external research

funding. Specifically, faculty were expected to maintain an

indirect cost recovery7 rate equivalent to the rate provided by

6 Yee and Malamy sought review of their salary cuts from a committee established under the 2009 salary plan, however neither challenged the legal authority of Tufts to impose the cuts.

7 "Indirect cost recovery" refers to reimbursement for costs that Tufts has already paid as part of conducting research, such 18

an NIH grant. If faculty fell below this rate, they were at

risk of lab space reductions or even closure of their lab space.

v. 2017 and 2019 compensation plans. In 2017, Tufts

implemented the TUSM Compensation Plan for Tenured Basic Science

Faculty (2017 compensation plan), which required that tenured

faculty "obtain support for at least [fifty percent] of their

salary through extramural funding, direct cost support, facility

and administrative cost support and/or other sources to support

an active laboratory." Faculty who failed to cover the required

fifty percent of their salary with external research funds could

face reductions in their institutional base salary8 of up to ten

percent per year and reductions in their FTE status by up to

0.25 FTE annually, although such reductions could never go below

a floor of 0.50 FTE.

Several of the plaintiffs and other faculty (grievants)

initiated a grievance challenging the 2017 compensation plan and

the lab space guidelines. The TUSM Faculty Grievance Committee

Hearing Board (faculty hearing board) held a hearing over five

as investment in laboratories, information technology, hazardous waste disposal, and compliance with various State and local regulations. Direct costs are expenses such as salaries, equipment, and allocated lab space.

8 Institutional base salary refers to the salary Tufts pays faculty before bonuses and other additional income is added. It is set in reference to differing percentiles of the average salary paid to medical school faculty in the northeastern United States. 19

days in May and June 2018 and issued its findings and

recommendations to Tufts's president, Anthony Monaco, in August

2018.

The faculty hearing board issued a detailed sixteen-page

decision. The decision began with fact finding related to the

$6 million operating deficit of TUSM and concerns expressed by

the school's accrediting body regarding that deficit. The

faculty hearing board also found that "[a]n important component

of TUSM's deficit is the significant subsidy needed to support

basic science research largely resulting from a decrease in

sponsored research funding. In [fiscal year 2017], TUSM

Administration note[d] that $20 million was needed to support

its basic science research infrastructure." The faculty hearing

board further found that "TUSM's ability to manage and

efficiently utilize research space is crucial to its fiscal

recovery." The faculty hearing board then concluded regarding

lab space: "The Research Space Guidelines do not violate

Grievants' rights as tenured faculty members, including their

rights under the AFTR Policy and the Handbook Policy" as neither

academic freedom nor economic security "guarantee Grievants a

right to a certain amount of TUSM-funded research space -- or to

any research space at all."

The faculty hearing board concluded otherwise regarding

compensation reductions: 20

"While TUSM may institute a compensation plan that conditions maintenance of certain salary levels and full- time employment upon faculty satisfaction of extramural funding requirements and other factors without violating Grievants' rights as tenured faculty members, the Compensation Plan as currently written and operationalized is vague, confusing and can result in the setting of a compensation level which violates Grievants' rights under the AFTR Policy."

The faculty hearing board further concluded:

"The evidence at the formal hearing established that a majority of Grievants were performing well with respect to their teaching and service commitments to TUSM and a number in that group also have been working hard to increase their extramural funding even though their efforts have not been rewarded with grant success. Where tenured faculty demonstrate proficiency in teaching and service and where their efforts to obtain extramural funding are satisfactory even though their results are not, the [faculty hearing board] finds that it would be a violation of their tenure rights for TUSM to reduce their institutional base salary level below the [American Association of Medical Colleges (AAMC)] [twenty-fifth] percentile[9] for a 1.0 FTE."

It did, however, "accept the notion that there could be a basis

for an FTE reduction to a tenured faculty member, so long as it

does not go lower than 0.75."

The faculty hearing board's decision was appealed to

Monaco. He likewise concluded that the lab space guidelines did

not violate the grievants' tenure rights. According to Monaco,

the lab space reductions

"do not violate the AFTR or the Basic Science policies in that they: (1) are within TUSM's authority to implement;

9 The AAMC twenty-fifth percentile refers to the twenty- fifth percentile of salaries recorded in an AAMC survey of faculty salaries at private medical schools in the northeastern United States. 21

(2) do not compromise academic freedom; (3) provide lab space commensurate with need as extramural research funding ebbs and flows; and (4) do not violate the principles of economic security in the AFTR Policy because the Grievants are not entitled to a particular amount of space, or any space at all."

Monaco also found that

"just as the AFTR Policy does not provide any entitlement to laboratory space, it also does not provide any entitlement to a specific salary. While tenure should afford a sufficient degree of economic security to men and women of ability, it does not guarantee Grievants a salary at the AAMC [twenty-fifth] percentile. If TUSM were to adopt the [faculty hearing board's] view, all full professors would be entitled -- regardless of performance factors and contributions to the tripartite mission of the School -- to an annual salary in [fiscal year 2019] of $164,250."

Monaco directed TUSM to revise the 2017 compensation plan

to, among other things, (1) clarify that an FTE reduction would

come with a corresponding reduction of work commitment and that

"[a] faculty member's tenure would not automatically be at risk

in these situations," (2) clarify the weight placed on peer

reviewed extramural funding in evaluating performance, and (3)

make clear that mere efforts to obtain grants were not

sufficient under the 2017 compensation plan and that faculty

were "expected to actually compete for and obtain peer reviewed

extramural research support."

TUSM revised the 2017 compensation plan in response to

Monaco's directive and implemented a revised version in July

2019 (2019 compensation plan). The 2019 compensation plan 22

largely preserved the terms of the 2017 compensation plan,

including the potential reduction in FTE status to fifty

percent, but it clarified that all sources of peer-reviewed,

extramural funding would be considered in evaluating faculty

performance and that any FTE reduction would come with a

corresponding reduction in work effort required of the faculty

member. Further, if a faculty member's FTE remained below 0.75

for four consecutive years and the faculty member failed to meet

other expectations of their employment with Tufts, the faculty

member could be subject to review under Tufts's tenure

revocation procedures.

All of the plaintiffs' base salaries were reduced under the

2017 and 2019 compensation plans as a result of their inability

to obtain sufficient external research funding. Wortis's salary

was reduced from $190,176 in 2017 to $97,047 and his appointment

reduced to 0.50 FTE. Yee's salary was reduced from $139,387 to

$77,220 and her appointment reduced to 0.60 FTE. Theoharides's

salary was reduced from $210,728 to $115,216 and his appointment

reduced to 0.75 FTE. Soto's salary was reduced from $214,569 to

$149,943 and her appointment reduced to 0.85 FTE. Pothos's

salary was reduced from $114,000 to $71,165 and his appointment

cut to 0.65 FTE. Malamy's salary was reduced from $152,324 to

$147,800, although his appointment was not reduced.

Greenblatt's salary was reduced from $201,499 to $159,200, but 23

his appointment was not reduced. Cochran's base salary was not

reduced during the period at issue, but his appointment was

reduced to 0.90 FTE. Pursuant to the lab space guidelines, four

of the plaintiffs have experienced or were informed that they

will experience a reduction or closure of their assigned lab

space. Tufts has, however, made lab space available for all

faculty who are submitting grants, including the plaintiffs.

b. Procedural history. The plaintiffs commenced suit

against Tufts in the Superior Court in December 2019, claiming

breach of contract (count I), breach of the implied covenant of

good faith and fair dealing (count II), declaratory judgment

(count III), equitable estoppel (count IV), and violations of

the Wage Act, G. L. c. 149, § 148 (count V). The parties filed

cross motions for summary judgment, and in February 2023, the

court granted summary judgment to Tufts on all counts and issued

a declaratory judgment that the compensation plans and lab space

guidelines did not violate academic freedom or economic

security. The plaintiffs appealed, and we granted their request

for direct appellate review.

2. Discussion. We review the grant of summary judgment in

Tufts's favor de novo to "determine whether, viewing the

evidence in the light most favorable to the nonmoving party, all

material facts have been established and the moving party is

entitled to judgment as a matter of law." Galenski v. Erving, 24

471 Mass. 305, 307 (2015). When both parties have moved for

summary judgment, as they did here, we view the evidence in the

light most favorable to the party against whom judgment was

entered. Twomey v. Middleborough, 468 Mass. 260, 267 (2014).

Tenure, and the benefits it confers, is defined by the

contract between a university and a tenured professor. See

Krotkoff v. Goucher College, 585 F.2d 675, 680 (4th Cir. 1978).10

As we do in all contracts, we strive "whenever reasonably

practical" to give every word meaning when interpreting a

contract (citation omitted). DeWolfe v. Hingham Ctr., Ltd., 464

Mass. 795, 806 (2013). "In interpreting a university contract,

we are also guided by two fundamental principles . . . . First,

we employ 'the standard of reasonable expectation -- what

meaning the party making the manifestation, the university,

should reasonably expect the other party to give it.[11] Second,

10That contract may vary from university to university and between different schools within a university. See Krotkoff, 585 F.2d at 680 ("Parties to a contract may, of course define tenure differently in their agreement"); White, Academic Tenure: Its Historical and Legal Meanings in the United States and its Relationship to the Compensation of Medical School Faculty Members, 44 St. Louis U. L.J 51, 66 (2000) ("Individual institutions are free to depart from traditional notions of academic tenure . . .").

11We note that "the rules governing tenure -- and of academic freedom intimately connected to it -- are not bargained with the applicant or incumbent at all. These are policies adopted by the institution, customarily in consultation with a faculty governing body, not discrete bargained-for individual 25

we 'adhere to the principle that courts are chary about

interfering with academic decisions made by private colleges and

universities.'" (Quotations, citations and alterations omitted.)

Berkowitz v. President & Fellows of Harvard College, 58 Mass.

App. Ct. 262, 269 (2003), quoting Schaer v. Brandeis Univ., 432

Mass. 474, 478, 482 (2000). In evaluating the standard of

reasonable expectation, we also recognize that "[c]ontracts are

written, and are to be read, by reference to the norms of

conduct and expectations founded upon them. This is especially

true of contracts in and among a community of scholars, which is

what a university is." Browzin v. Catholic Univ. of Am., 527

F.2d 843, 848 (D.C. Cir. 1975), quoting Greene v. Howard Univ.,

412 F.2d 1128, 1135 (D.C. Cir. 1969).

As in any contract, "[w]hen the words of a contract are

clear, they must be construed in their usual and ordinary sense.

Contract language is ambiguous only if it is susceptible of more

than one meaning and reasonably intelligent persons would differ

as to which meaning is the proper one." (Quotation and

citations omitted.) Brigade Leveraged Capital Structures Fund

Ltd. v. PIMCO Income Strategy Fund, 466 Mass. 368, 374

(2013). Where a contract's terms are ambiguous, extrinsic

evidence may be admitted. Id. This may include evidence of

exchanges." Finkin, Tenure in New York, 70 Buff. L. Rev. 1891, 1900 (2022). 26

past practices, custom, and trade usage. See Affiliated FM Ins.

Co. v. Constitutional Reinsurance Corp., 416 Mass. 839, 845-846

(1994). See also Somerset Sav. Bank v. Chicago Title Ins. Co.,

420 Mass. 422, 428 (1995) ("pertinent custom and usage are, by

implication, incorporated into a [contract] and are permissible

to aid in [contract] interpretation, not as tending to

contradict or vary a contract, but on the theory that usage

forms part of the contract"). With these contract principles in

mind, we turn to the tenure contracts at issue.

a. The employment contracts. The first question we

confront is what documents make up each plaintiff's contract

with Tufts. As other courts have concluded, tenure contracts

are rarely distilled in a single document, and this case is no

exception. See McAdams v. Marquette Univ., 2018 WI 88, ¶ 4

(finding that tenure contract was comprised of appointment

letter and faculty statutes, faculty handbook, and other

documents expressly incorporated by appointment letter). Often,

the contract comprises a collection of documents, such as an

offer letter, a faculty handbook, and other rules or policies of

the college. See id. See also Greene, 412 F.2d at 1135 ("The

employment contracts of appellants here comprehend as essential

parts of themselves the hiring policies and practices of the

University as embodied in its employment regulations and

customs"). In this case, the tenure letters, faculty handbook, 27

basic science policy and AFTR policy form the basis of the

tenure contract.

The next question is what those contract documents say,

directly or indirectly, about the reduction in salary, FTE

status, and lab space of tenured professors. As explained

above, the tenure appointment letters say little about the terms

of the plaintiffs' tenure, apart from stating that they have

been offered tenure-track positions or granted tenure, and say

nothing about salary or FTE status reduction and lab space

reassignment or reduction. The issues are also not specifically

or directly addressed in the faculty handbook, or at least the

excerpts of the faculty handbook included in the record.

The two most pertinent documents are the basic science

policy and the AFTR policy. Although they do not directly

address the issues, they do contain relevant language that

requires consideration. Before this court, Tufts stresses the

importance of the introductory language in the basic science

policy that "[t]he personnel policies and practices for all

faculty appointments derive from a variety of sources, including

the Bylaws of the Faculty, policies adopted by the Trustees of

the University, and policies adopted by the University and/or 28

the School of Medicine."12 Tufts then contends that this

language therefore provides for the application and

incorporation of the lab space guidelines and compensation plans

into the tenure contracts. Whether this language incorporates

future policies, or at least future policies undermining express

contractual rights and expectations, such as economic security,

is far from clear. Cf. O'Brien v. New England Tel. & Tel. Co.,

422 Mass. 686, 694 (1996) (declining to "define the extent to

which management may effectively reserve its right to change or

withdraw a [personnel] manual," where manual contained no

reservation of rights or disclaimer of obligations); Saxe v.

Board of Trustees of Metro. State College of Denver, 179 P.3d

67, 75 (Colo. Ct. App. 2007) ("We need not resolve whether an

employer may reserve the right to change any provision within an

employment handbook without notice or consideration because even

courts endorsing unilateral modification of an employment

handbook have held that an employer may not abrogate an

employee's vested benefits"); Drans v. Providence College, 119

R.I. 845, 857 (1978) (rejecting interpretation that all of

university's rules, regulations, and so forth may be impliedly

12Two of the plaintiffs' (Malamy's and Wortis's) tenure letters contained a similar statement that their appointments were "subject to the provisions of the applicable bylaws and University policies." 29

incorporated into faculty employment contracts). At best this

language is ambiguous.

Tufts also relies on the criteria for granting tenure,

which requires significant scholarship, including that a

"successful candidate should show a sustained level of

substantial contributions, and have the potential for long-

range, continuous productivity in an area of biological

importance." Nothing in the policy, however, states that once

tenure is granted, the same standards apply to retaining tenured

status and the rights and benefits it entails.

In sum, although there is some relevant language in the

basic science policy, it is at best ambiguous in regard to the

questions we must decide regarding the reduction in salaries,

FTE status, and lab space.

We turn next to the AFTR policy. The plaintiffs, in

contrast to Tufts, rely heavily on the AFTR policy. That

policy, however, does not specifically address reductions in

salary, FTE status, or lab space. While the AFTR policy

provides strict procedures governing when and how a faculty

member with tenure may be terminated, it does not clarify

whether these same or different protections extend to salary or

lab space reductions. The plaintiffs rely for the most part on

the economic security, academic freedom, and "permanent or 30

continuous" tenure protections provided for tenured faculty,

which we analyze in detail infra.

b. Economic security as applied to salary reductions and

FTE status. i. Whether economic security is a prefatory term.

As a threshold matter, we conclude that economic security is an

important substantive provision of the tenure contract and not a

prefatory or hortatory term.

First and foremost, the term "economic security" is

expressly included in the tenure documents. Thus, reading it as

prefatory or hortatory ignores the cardinal rule of contract

interpretation that whenever "reasonably practicable," we strive

to give effect to every word in a contract. Hagerty v. Myers,

333 Mass. 387, 388-389 (1955) (rejecting interpretation of

contract that required giving "no weight whatsoever" to several

phrases and "treating their use as utterly pointless"). Indeed,

economic security is central to the tenure contract's definition

of tenure as set forth in the AFTR policy. Tenure is described

as a means to an ends, with the ends being specifically defined

as economic security and academic freedom.

Other provisions in the AFTR policy further support the

substantive purpose and meaning of economic security. The AFTR

policy also states that tenure is "permanent or continuous" once

granted. Permanent or continuous tenure would seem to be a

hollow promise if it came without any salary commitment or 31

strong protections against outright termination. A tenured

professor, according to the tenure documents, cannot be

terminated without cause or financial exigency. If their

salaries could be reduced at will, this contractual protection

would be of very limited value. Cf. American Ass'n of Univ.

Professors v. Bloomfield College, 129 N.J. Super. 249, 266 (Ch.

Div. 1974), aff'd, 136 N.J. Super. 442 (App. Div. 1975) ("The

interests involved, after all, are fundamentally incompatible.

Each encroaches upon the other. The expansion of one implies a

constriction of the other").

Reading economic security as hortatory also ignores the

admonishment to read any ambiguities in the terms of tenure

contracts "by reference to the norms of conduct and expectations

founded upon them," which in this case are the norms and

expectations of the academic community. Browzin, 527 F.2d at

848. The language at issue comes verbatim from the 1940

statement, which courts have looked to, alongside other evidence

of custom and norms in the academic community, as an appropriate

guide for interpreting tenure contracts. See id. at 847 n.8

(finding AAUP's statements on tenure and academic freedom

appropriate guides in interpreting tenure contracts because they

"represent widely shared norms within the academic community").

See also Jimenez v. Almodovar, 650 F.2d 363, 368 (1st Cir. 1981)

(citing 1940 statement and other AAUP statements to fill in 32

implied terms in professor's employment contract); Krotkoff, 585

F.2d at 678 (looking to 1940 statement, case law, and general

purpose of tenure to find implied financial exigency exception

in tenure contract).

To read economic security as merely hortatory would be to

undermine an essential attribute of tenure, and why it is

treasured in the academic world. There is a reason champagne

corks pop when tenure is awarded, and economic security is one

of those obvious reasons. Cf. Saxe, 179 P.3d at 76 (after

reviewing evidence of "practices, customs, usages, and norms of

tenure," court concluded that "[i]f tenured faculty would lose

their priority or right to relocation in the event of layoff

decisions, they would effectively be relegated to the status of

nontenured faculty. . . . These rights lie at the heart of the

concept of tenure because tenure provides job security and

thereby encourages academic freedom").

In concluding that the term is merely hortatory, the

Superior Court relied on a New York Supreme Court, Appellate

Division, decision, Monaco v. New York Univ., 204 A.D.3d 51

(N.Y. 2022), which we do not find persuasive. See generally

Finkin, Tenure in New York, 70 Buff. L. Rev. 1891 (2022)

(providing detailed critique of Monaco). Monaco is also

distinguishable as the court relied on the fact that the

reference to economic security appeared in a separate section of 33

the New York University faculty handbook, titled "Case for

Academic Tenure," which did not discuss how to obtain tenure and

did not meaningfully discuss compensation. Monaco, supra at 60.

The tenure process was set out in a separate section. Id.

Here, the term economic security is introduced in § I of the

AFTR policy, which does not merely discuss why tenure is

important but defines its meaning.

ii. Ambiguity of the term "economic security" and past

practices at Tufts. While the term "economic security" is not

prefatory or hortatory, we do conclude that it is ambiguous, as

it is "susceptible of more than one meaning and reasonably

intelligent persons would differ as to which meaning is the

proper one" (citation omitted). Brigade Leveraged Capital

Structures Fund Ltd., 466 Mass. at 374. Most importantly, the

AFTR policy does not define economic security beyond the

requirement that it be sufficient to attract "men and women of

ability." These words alone, we conclude, are not clear enough

to provide guidance on what types of salary reductions, if any,

are permissible for tenured professors.

The other undisputed facts in the record also do not

resolve this ambiguity or answer this question. Until 2009, no

policies were in place allowing for the reduction of salaries of

tenured professors due to their failure to meet expectations

regarding outside funding, thereby suggesting, in the light most 34

favorable to the plaintiffs, that tenured professors would not

reasonably understand that their salaries could be reduced for

this reason. We also have no evidence in the record

establishing whether the salaries of tenured professors had been

reduced for this reason prior to 2009.

Conversely, in 2009, when some of the plaintiffs' salaries

were reduced, the plaintiffs did not challenge this reduction in

court as a violation of their tenure rights, thereby suggesting

the opposite, at least in regard to a reduction of up to twenty-

five percent. When the policy changed in 2017, allowing greater

reductions, the plaintiffs did challenge the 2017 compensation

policy and the faculty hearing committee agreed that the 2017

compensation policy violated the economic security provisions,

although it also found that a reduction in FTE status to

seventy-five percent was permissible. All of this suggests that

economic security is a substantive requirement but that further

evidence regarding the correct application of the economic

security provision, including the practices and customs at TUSM

and other similarly situated institutions regarding reductions

in salary and FTE status of tenured professors, is required to

define what types of reductions are consistent with, and not in

violation of, the economic security protected by the tenure

contract at issue. 35

In sum, based on the record before us, there is a genuine

issue of material fact whether the significant reductions in

salary and full-time status at issue here violate the reasonable

expectations of tenured medical school professors associated

with economic security and other provisions in their tenure

contracts.

We also cannot answer the question regarding reductions in

salary and FTE status and economic security based on the case

law. There is very limited case law and commentary on the

meaning of economic security in this context. See White,

Academic Tenure: Its Historical and Legal Meaning in the United

States and its Relationship to the Compensation of Medical

School Faculty Members, 44 St. Louis U. L.J. 51, 73 & n.90

(2000). In Kirschenbaum v. Northwestern Univ., 312 Ill. App. 3d

1017, 1019 (2000), a case relied on by Tufts, the professor's

appointment letter made clear that his faculty position was a

tenure track position with "zero-base salary," which meant he

would not receive any salary from the university but might

receive other sources of reimbursement. There is no such

language in the tenure documents of any of the plaintiffs in the

instant case. In Berry v. Battey, 666 F.2d 1183, 1186 (8th Cir.

1981), also cited by Tufts, the court interpreted the 1940

statement, as adopted by the university employing the plaintiff,

to not protect the plaintiff from the denial of pay raises. 36

Again, the issue here is significant salary and FTE cuts, not

pay raises. Moreover, the case concerned alleged violations of

the First Amendment to the United States Constitution, not

breach of contract. Id. at 1184.

Thus, based on the record before us, we cannot conclude

whether the economic security protection provided by the tenure

contract was violated by the reductions in salary and FTE status

here. We therefore reverse the summary judgment decision in

favor of Tufts on this count.

c. Economic security and academic freedom as applied to

lab space guidelines. We turn next to the question whether the

tenure commitments made by Tufts precluded it from reductions,

reassignment, and closure of lab space previously assigned to

the plaintiffs.

There is nothing in the tenure commitment letters

guaranteeing the plaintiffs particular lab space. The same is

true for the faculty handbook, the basic science policy, and the

AFTR policy. Indeed, it is undisputed that the award of tenure

does not imply a guarantee of specific lab space to a specific

individual. The plaintiffs appear, nonetheless, to suggest that

a combination of economic security and academic freedom provide

protection for their existing research preferences and,

therefore, the lab space they have previously been provided to

perform such research. We discern no basis for concluding that 37

the plaintiffs' economic security is violated by Tufts's

reallocation of lab space. In terms of economic security, a

reduction in salary or FTE status is different, in kind and not

degree, from a reallocation of lab space. While we conclude

that academic freedom protects their right to pursue the

research they choose to do, it does not provide them with a

contractual commitment to particular university-owned lab space

or even its equivalent.

As the undisputed facts establish, university-owned lab

space is limited and expensive. Grants are necessary to support

the expense, and securing such grants is a highly competitive

process. Medical schools, including TUSM, are also under

significant financial pressures. See generally White, 44 St.

Louis U. L.J. at 51 ("For the last ten years, America's medical

schools have endured an economic earthquake of almost

unimaginable proportions"). As noted by the faculty hearing

committee, given that TUSM bears the economic costs of providing

and maintaining lab space, it follows that TUSM should be able

to set threshold economic requirements for those seeking to use

lab space for which it has already paid. Providing such lab

space to those who have grants to support the use of the space,

rather than those who require Tufts to incur such costs, appears

to be well within the authority of Tufts to control its affairs.

As this court has explained, we must be "chary about interfering 38

with academic decisions made by private colleges and

universities" (citation and alteration omitted). Berkowitz, 58

Mass. App. Ct. at 269.

In their briefs, the plaintiffs largely conflate the lab

space guidelines with the compensation policies. Unlike a

salary reduction or a reduction in FTE status, however, a

reassignment or reduction in lab space does not directly

threaten the economic security of a tenured professor. Thus,

even if economic security places limits on the ability of Tufts

to reduce the plaintiffs' salary or FTE status, it does not

preclude Tufts from allocating limited and expensive lab space

based on a faculty member's ability to recover the costs

incurred in building and operating lab infrastructure.

Based on the undisputed facts in the record, Tufts has also

not deprived the plaintiffs of access to lab space. It

continues to make other lab space available, and all grant

submissions by the plaintiffs and other TUSM faculty include a

resources to conduct the research. Thus, faculty members are

not deprived of the ability to secure grants, and the additional

economic security they may provide. Given these undisputed

facts, we cannot conclude that the lab space reallocations and

reductions at issue here violated the commitment to the

plaintiffs of economic security. 39

Similarly, academic freedom, as defined by the tenure

documents, does not prevent Tufts from reducing or transferring

the lab space of faculty who fail to obtain grants. According

to the tenure contract, the three components of academic freedom

are (1) full freedom in research and in the publication of

results, subject to adequate performance of other academic

duties; (2) full freedom in the classroom; and (3) the ability

to speak or write as citizens, free from institutional

censorship or discipline. The latter two are clearly not

implicated. See, e.g., McAdams, 2018 WI 88, ¶¶ 62-64

(discussing third component). The first, "full freedom in

research and in the publication of results," does not, without

more specific commitments in the tenure documents, guarantee

that Tufts will provide, without reimbursement, particular lab

space or its equivalent to tenured professors in the absence of

grants to support payment for such space.

The case law uniformly supports such a conclusion, as

courts have rejected the notion that reducing or relocating a

faculty member's lab space violated academic freedom. See,

e.g., Tavoloni v. Mount Sinai Med. Ctr., 26 F. Supp. 2d 678, 683

(S.D.N.Y. 1998), aff'd, 198 F.3d 235 (2d Cir. 1999); Gertler v.

Goodgold, 107 A.D.2d 481, 484-485 (N.Y. 1985), aff'd, 66 N.Y.2d

946 (1985). These cases affirm the principle that "[w]hile

tenure is a concept of some elasticity and, no doubt, the source 40

of many rights, it cannot be the wellspring of every conceivable

academic amenity and privilege." See Gertler, supra. See also

Metzger, 53 Law & Contemp. Probs. at 41-43 (discussing

limitations of policy protections in regard to "financial

exigencies").

Further, the AFTR policy guarantees that nontenured faculty

during their probationary period will enjoy the same academic

freedom that all other faculty enjoy. Taking the plaintiffs'

arguments to their logical conclusion would seem to require that

TUSM also guarantee scarce lab space for nontenured faculty.

d. Breach of the covenant of good faith. "Every contract

implies good faith and fair dealing between the parties to it.

However, the covenant does not create new rights and duties not

already provided for in the contract." (Quotation and citation

omitted.) Columbia Plaza Assocs. v. Northeastern Univ., 493

Mass. 570, 586 (2024). "The scope of the covenant is only as

broad as the contract that governs the particular relationship."

Ayash v. Dana-Farber Cancer Inst., 443 Mass. 367, 385, cert.

denied sub nom. Globe Newspaper Co. v. Ayash, 546 U.S. 927

(2005).

Because the Superior Court erred in granting summary

judgment to Tufts on the breach of contract claim regarding the

compensation policies, we also reverse the judgment in favor of

Tufts on the breach of the implied covenant claim as it relates 41

to the plaintiffs' compensation policies claims, as further fact

finding in this regard is required. Because we discern no basis

whatsoever for the lab space guidelines claims, we do, however,

affirm summary judgment on the implied covenant claim as it

relates to the plaintiffs' lab space guidelines claims as well.

e. Equitable estoppel. The plaintiffs argue that they

reasonably relied to their detriment on Tufts's representations

that they would receive guarantees of tenure, including academic

freedom and economic security. We conclude that the Superior

Court correctly granted Tufts summary judgment on the equitable

estoppel claim.

In their appellate briefs, the plaintiffs cite no case law

in support of their equitable estoppel arguments. They merely

assert that the Superior Court erroneously dismissed their

equitable estoppel claim. This does not rise to the level of

appellate argument. See Mass. R. A. P. 16 (a) (9) (A), as

appearing in 481 Mass. 1628 (2019). See also Halstrom v. Dube,

481 Mass. 480, 483 n.8 (2019) (declining to consider argument

made "in a cursory fashion without citation to supporting legal

authority"). Accordingly, we affirm the Superior Court's grant

of summary judgment to Tufts on the equitable estoppel claim.13

13We also note that neither party disputes the validity of the tenure contracts at issue and the plaintiffs do not identify any promises made outside of the contracts that would support a 42

f. Declaratory judgment. Declaratory relief is "properly

brought" where the plaintiff demonstrates that (1) an actual

controversy exists, (2) the plaintiff has legal standing to sue,

and (3) all necessary parties have been joined. Buffalo-Water

1, LLC v. Fidelity Real Estate Co., 481 Mass. 13, 18 (2018). A

declaratory judgment is premature where a material dispute of

fact remains as to the rights of the parties. Cf. Regis College

v. Weston, 462 Mass. 280, 294 (2012) (vacating declaratory

judgment in favor of defendants after finding dispute of

material fact remained).

Because a dispute of material fact exists as to whether the

compensation policies violate the plaintiffs' contractual rights

of academic freedom and economic security, we reverse the

Superior Court's judgment declaring that there was no such

violation. Such a judgment was premature because the tenure

rights of the plaintiffs remain uncertain. However, because we

affirm the grant of summary judgment to Tufts on the lab space

claims, we affirm the portion of the judgment declaring that the

promissory estoppel claim. See Loranger Constr. Corp. v. E.F. Hauserman Co., 376 Mass. 757, 763 (1978) ("Once consideration and bargain are found, there is no need to apply [the doctrine of promissory estoppel]"); Malden Police Patrolman's Ass'n v. Malden, 92 Mass. App. Ct. 53, 61 (2017) ("Where an enforceable contract exists, . . . a claim for promissory estoppel will not lie"). 43

lab space guidelines do not violate the plaintiffs' tenure

rights.14

g. Wage Act claims. Given that the plaintiffs'

entitlement to lost compensation has not been resolved, we do

not address the plaintiffs' claims under the Wage Act, G. L.

c. 149, § 148. If a fact finder concludes that the plaintiffs

were not entitled to such compensation, there will be no lost

wages and therefore no Wage Act claim. As resolution of this

issue may be unnecessary, we do not decide it here.

3. Conclusion. For the reasons stated above, the judgment

of the Superior Court is reversed, and the case is remanded, as

to the plaintiffs' claims regarding the compensation policies in

counts I, II, III, and IV, and the Wage Act claim in count V.

We affirm the Superior Court's judgment as to the plaintiffs'

lab space guidelines claims in counts I, II, and III.

So ordered.

14Tufts argues that not all necessary parties have been joined where the plaintiffs' request for declaratory judgment does not include nonparty TUSM faculty members. Based on our decision today, we need not resolve this issue. We note, however, that G. L. c. 231A, § 8, "does not require the joinder of persons who would be affected by a decision only as a precedent on an issue of law." Attorney Gen. v. Kenco Optics, Inc., 369 Mass. 412, 415 (1976).