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Haviland v. Simmons - 45 A.3d 1246 (R.I. 2012)


Whether a contract is clear and unambiguous is a question of law. An appellate court reviews a trial justice's conclusions on questions of law de novo. In determining whether or not a particular contract is ambiguous, the court should read the contract in its entirety, giving words their plain, ordinary, and usual meaning. Contract ambiguity arises only when a contract is reasonably and clearly susceptible of more than one interpretation. Where an ambiguity exists in a provision of a contractual document, the construction of that provision is a question of fact.


Plaintiff Beverly Haviland was appointed for a four-year term as a visiting associate professor and a senior lecturer at defendant Brown University. When her senior lecturer appointment came up for renewal review, Haviland received positive reviews from her departments, but the Tenure Promotions and Appointments Committee (TPAC) voted four to three against the contract renewal. The provost rejected the TPAC's recommendation, and renewed the contract for two and a half years anyway, requiring Haviland demonstrate in the interim that she had achieved a standard of sustained excellence in teaching, which was a more challenging standard to satisfy than dismissal for cause. Haviland then filed an action in Rhode Island state court under the Uniform Declaratory Judgments Act, R.I. Gen. Laws § 9-30-1 et seq., against Brown alleging breach of an employment agreement, and seeking a declaration that the parties entered into an enforceable employment contract. Haviland maintained that the terms of the employment agreement were contained in several communications and letters between the parties. The trial court found in favor of Haviland, declaring that the parties entered into an implied contract. Brown appealed.


Did the parties enter into an enforceable employment contract?




The Supreme Court of Rhode Island held that first, Haviland had standing to seek relief under the Uniform Declaratory Judgments Act, R.I. Gen. Laws § 9-30-1 et seq., to resolve the real uncertainty she had concerning her employment security with the university. Next, although the terms of the agreement were not set forth in a single document and were ambiguous, an enforceable, express employment contract was entered into.

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