Searching over 5,500,000 cases.


searching
Buy This Entire Record For $7.95

Download the entire decision to receive the complete text, official citation,
docket number, dissents and concurrences, and footnotes for this case.

Learn more about what you receive with purchase of this case.

12/16/94 HERB A. SANG v. JEFFERSON COUNTY BOARD

December 16, 1994

HERB A. SANG
v.
JEFFERSON COUNTY BOARD OF EDUCATION



Appeal from Jefferson Circuit Court. (CV-91-6986). Marvin Cherner, TRIAL JUDGE.

Released for Publication March 25, 1995.

Robertson, Presiding Judge. Thigpen and Yates, JJ., concur.

The opinion of the court was delivered by: Robertson

ROBERTSON, Presiding Judge

Herb A. Sang entered into an employment contract with the Jefferson County Board of Education on July 17, 1989. The employment contract, as extended by agreement on June 30, 1990, provided that Sang was to be employed by the Board as superintendent of the Jefferson County schools until June 30, 1994. On August 21, 1991, Sang and the Board agreed to amend the employment contract so as to shorten the term of Sang's employment from June 30, 1994, to August 31, 1991. The amended contract provided that in consideration for Sang's agreement to shorten the contract the Board would do the following:

"2. The Board shall pay to Sang, upon execution of this agreement, the sum of Three Hundred Fifty Thousand Dollars ($350,000). In addition thereto, the Board shall pay to Sang the sum of Five Thousand Six Hundred Fourteen and 08/100 ($5,614.08), which shall represent a payment in lieu of premiums for hospitalization insurance. In addition thereto, Sang shall be permitted the use of the automobile presently being furnished to him by the Board under the terms of the original contract for a period not to exceed sixty (60) days from the date of this agreement. The Board shall arrange for the packing and delivery of all items of personal property in Sang's office to his home in Hoover, Alabama."

The amended contract further provided:

"4. Sang shall and does hereby acknowledge and agree that the consideration described above shall operate to fully settle and discharge any and all of the Board's obligations due him under any contract of employment between Sang and the Board, save and except the regular compensation and benefits which would be due Sang through August 31, 1991."

On that same day, Sang received a check from the Board in the amount of $350,000 and two additional checks totalling $5,614.08. Thereafter, as part of the "regular compensation and benefits" due Sang under the amended contract, the Board paid the annual premium on Sang's life insurance policy that had been due on August 28, 1991; paid the 8% of Sang's annual salary earned through August 31, 1991, to a tax deferred annuity plan; and paid Sang's share of the matching funds that had been paid into the Alabama Retirement System.

Subsequently, Sang contacted the Board, contending that under the amended contract, he was entitled to payment for his accrued but unused sick leave and vacation days as part of the regular compensation and benefits that he would be due as of August 31, 1991.

On August 30, 1991, the Board filed a declaratory judgment action in the Jefferson County Circuit Court, seeking a determination that, under the amended contract, it was not indebted to Sang for any accrued but unused sick leave and vacation days. On October 11, 1991, Sang answered the Board's complaint and counterclaimed, demanding a judgment against the Board in the amount of $23,096.99 for all the accrued but unused sick leave and vacation days.

On October 23, 1992, Sang filed a motion for summary judgment. On November 19, 1992, the Board also moved for summary judgment. On January 6, 1993, the trial court entered an order denying Sang's motion and holding that the phrase "regular compensation and benefits" was susceptible to more than one meaning and that the intention of the parties in regard to the termination agreement could be determined only by holding an evidentiary hearing.

Following an ore tenus proceeding on February 14, 1994, the trial court entered a judgment on March 9, 1994, in favor of the Board, holding that the Board was not obligated to separately compensate Sang for unused sick leave and vacation days pursuant to the phrase in provision four of the amended contract, "regular compensation and benefits which would be due Sang through August 31, 1991."

Sang appeals, raising three issues: (1) whether the contract term "regular compensation and benefits" is ambiguous; (2) whether the trial court created the alleged ambiguity by considering parol evidence before construing the plain language of the contract; (3) if the term is ambiguous, then whether the trial court erred in failing to construe the term against the Board, which drafted the contract and upon which the contractual obligation rested.

Because Sang's three issues relate to the trial court's determination that the amended contract was ambiguous and subject to judicial interpretation, we address these issues together.

Whether a contract is ambiguous is a question of law for the trial court. Reeves Cedarhurst Dev. Corp. v. First Amfed Corp., 607 So. 2d 184 (Ala. 1992). An ambiguity exists when a contract term is reasonably susceptible to more than one meaning. Martin v. Ross, 608 So. 2d 399 (Ala. Civ. App. 1992). Further, a contract is unambiguous if only one reasonable meaning clearly emerges. Id.

In the original employment contract, provision nine addressed sick leave and vacation days and provided that upon the termination of the employment contract the Board would pay Sang for all accrued but unused sick leave and vacation days. Sick leave and vacation days were addressed only in provision nine and not in provision two, which addressed annual compensation; provision eight, which addressed additional compensation; provision eleven, entitled "Benefits" and setting forth retirement benefits and hospital, ...


Buy This Entire Record For $7.95

Download the entire decision to receive the complete text, official citation,
docket number, dissents and concurrences, and footnotes for this case.

Learn more about what you receive with purchase of this case.