MEMORANDUM AND ORDER PURSUANT TO RULE 1:28
The plaintiff, Kevin J. Mearn, appeals from a grant of summary judgment in favor of the defendant, the town of Milton (town), his former employer. The plaintiff's underlying claims against the town include breach of contract and breach of the implied covenant of good faith and fair dealing, as well as a request for declaratory relief. The claims all arise out of a dispute over whether the plaintiff was entitled to a severance payment. We affirm the judge's decision, concluding that the contractual obligation to make the severance payment ended when the contract expired.
Background. The following facts are taken from the summary judgment record, viewed in the light most favorable to the nonmoving party. See Pugsley v. Police Dept. of Boston, 472 Mass. 367, 370–371 (2015). The plaintiff was hired by the town's board of selectmen (board) in May, 2007, and began working as the town administrator. The terms of his employment were dictated by three sequential written employment contracts. His final contract, the contract at issue here, encompassed a one-year term beginning on July 1, 2011, and ending on June 30, 2012 (2011–2012 contract). Concerning extension or renewal of the plaintiff's employment, the 2011–2012 contract provided that “the Board shall have the option to vote to extend further the term of this agreement,” and the contract “may be reopened for discussion and modification of its terms and conditions upon mutual written agreement by the Board and the Town Administrator.” The 2011–2012 contract included an integration clause specifying that the contract contained the entire agreement between the parties. Additionally, the 2011–2012 contract included a severance clause, which provided that the plaintiff would receive a lump-sum payment if he was terminated without cause while under contract. The severance clause provided in pertinent part:
The integration clause in the 2011–2012 contract states:
“This writing contains the entire agreement between the Town Administrator and the Town. There have been no inducements, promises, terms, conditions or obligations made or entered into by either party other than those set forth herein. No modification or addition to this agreement shall be effective unless and until set forth in writing and executed by both parties.”
“In the event that the Town Administrator is terminated by the Town without cause during the term of this agreement or any extension hereof, the Town shall pay to the Town Administrator ... a lump sum equal to the number of weeks salary remaining between the date of termination and the last day of the fiscal year or six (6) month's aggregate salary, whichever is more. If the Town Administrator is terminated by the Board for cause or if this Agreement is not renewed, then in either event the Town shall have no obligation to pay such lump sum.”
The plaintiff's 2011–2012 employment contract expired on June 30, 2012. Prior to its expiration, the board did not vote to renew the contract, and there was no discussion or written agreement between the parties to modify the 2011–2012 contract. Despite the contract expiring, and without a replacement contract, the plaintiff continued his duties as town administrator. During that time, he received a salary and accrued benefits equivalent to what he had earned under the 2011–2012 contract.
It was undisputed that on previous occasions the plaintiff continued working after his then current employment contract had expired and new employment agreements were later negotiated and applied retroactively.
On August 2, 2012, the board voted to terminate the plaintiff's employment, without cause. In response, the plaintiff requested that the town pay him severance under the 2011–2012 contract. The town refused, indicating that he was not under contract when he was terminated, and, therefore, not entitled to severance under the expired 2011–2012 contract. The plaintiff sued to recover the severance amount. The judge granted the town's motion for summary judgment, finding that without a board vote to renew his contract, the 2011–2012 contract expired before the plaintiff was terminated, and the town was not obligated to pay him severance under the expired agreement.
The town did, however, pay the plaintiff for the vacation and sick leave time he had accrued after the 2011–2012 contract expired.
Discussion. “Where the language of a contract is clear and unambiguous, summary judgment is an appropriate vehicle for judicial interpretation because the court may interpret the meaning of the contract as a matter of law without resort to extrinsic evidence or determinations of fact.” Sullivan v. Southland Life Ins. Co., 67 Mass.App.Ct. 439, 440 (2006). We review the grant of summary judgment de novo. Pugsley, 472 Mass. at 370.
Under the express terms of the 2011–2012 contract, the plaintiff's employment ended on June 30, 2012, and only the board could have voted to renew or extend the fully integrated contract, which it did not. There was also no “mutual written agreement” altering or extending the terms of the contract as required by the integration provision. Thus, the plaintiff's continued work as the town administrator was inadequate under the terms of the 2011–2012 contract to renew or extend it. Accordingly, between June 30, 2012, and August 2, 2012, the plaintiff was working without a renewal or extension of the employment contract that contained the severance provision. The plaintiff's claim that his work as the town administrator after June 30, 2012, constituted an implied contract between him and the town that would include the severance provision is also negated by “[t]he long-standing rule ... that a municipality is not liable for implied contracts.” All Seasons Servs., Inc. v. Commissioner of Health & Hosps. of Boston, 416 Mass. 269, 272 (1993), citing United States Leasing Corp. v. Chicopee, 402 Mass. 228, 231–232 (1988). The cases cited by the plaintiff are inapposite because the defendant is a municipality, not a private employer, and renewal of his employment contract was expressly constrained by the terms of the contract. Accordingly, we discern no error in the decision granting summary judgment in favor of the town and denying the plaintiff's cross motion for summary judgment.
The plaintiff's claim that the town's compensation for his accrued but unused vacation and sick days evidenced a continued contractual commitment is similarly unpersuasive. No such payments were required pursuant to the express terms of the contract, which required payment of sick time only in the event of death, resignation, or retirement and made no mention of vacation payments. Vacation pay is, however, required by statute as it is included in the definition of wages pursuant to G.L. c. 149, § 148.
We also discern no error in the declaration of the parties' rights contained in the judgment as it encompasses the plaintiff's initial request for such relief.