Opinion
No. 2-128 / 00-1098
Filed September 11, 2002
Appeal from the Iowa District Court for Cerro Gordo County, Stephen Carroll, Judge.
Plaintiff appeals the district court's dismissal of her claims for breach of contract. AFFIRMED.
Patricia Hulting, of Roehrick, Hulting, Krull Blumberg, Des Moines, for appellant.
MacDonald Smith and Michael Smith, of Smith McElwain, Sioux City, for appellee.
Heard by Mahan, P.J., and Zimmer and Eisenhauer, JJ.
Kathleen Corell appeals the district court's dismissal of her claim for breach of contract against her former employer, Teamsters Local Union No. 828 (the Union) and Ron Wheeler. She contends the district court erred in finding her employment contract was invalid under the union's constitution and bylaws. She also contends the court erred in finding the executive board did not enter into an oral contract with her, granting her a leave of absence from her secretary position.
I. Background Facts and Proceedings . Kathleen Corell was employed as office secretary for the Union from 1973 until 1991. The Secretary-Treasurer, Roger Morse, hired her. In 1991, Morse drafted an employment contract with Corell, modeled after the collective bargaining agreements Morse had negotiated for other union members. The contract contained a clause stating Corell could only be fired for good cause.
In 1991, Corell left her job as office secretary and became an assistant business agent. The Executive Board granted Corell a leave of absence from her position as office secretary. Shortly thereafter, Morse retired and Corell was appointed Secretary-Treasurer, the principal officer of the Union. She then ran for and was elected Secretary-Treasurer for a term beginning January 1, 1992 and ending December 31, 1994.
In October 1994, Ron Wheeler defeated Corell in an election for the Secretary-Treasurer position. Before officially leaving office in December 1994, Corell asked to return to the office secretary position. Corell was granted permission. However, unbeknownst to Corell, the new Executive Board President called the new Executive Board and polled the members as to whether Corell's leave of absence should be rescinded. The majority voted yes. When Corell reported to work as office secretary on January 3, 1995, Wheeler refused to put her to work.
Corell brought an action against the Union and Wheeler, alleging breach of oral contract, breach of written contract, and promissory estoppel. The defendants counterclaimed for damages for breach of fiduciary duty. After trial, the district court found Corell's contract was one for personal services, which rendered it invalid under the Union's constitution and the local unions bylaws. It further found Corell's breach of oral contract claim was based upon an illusory promise and rejected her claim. It also rejected Corell's promissory estoppel claim, as well as the Union's counterclaims.
II. Standard of Review . We review Correll's claims for correction of errors at law. Iowa R. App. P. 6.4. The trial court's fact-findings are binding on us if supported by substantial evidence. Bazal v. Rhines, 600 N.W.2d 327, 329 (Iowa Ct. App. 1999). Evidence is substantial when a reasonable mind could accept it as adequate to reach the same findings. Id. We view the evidence in a light most favorable to upholding the district court's judgment. Benson v. Webster, 593 N.W.2d 126, 129 (Iowa 1999).
III. Employment Contract . Correll argues the district court erred in concluding her written employment contract was a contract for personal services and therefore invalid under the Union's constitution and by-laws. The Union constitution and by-laws state a contract for personal services is not binding beyond the expiration of the term of the Executive Board in office at the time the contract was made. Correll's employment contract was entered into in February 1991. The term of the Executive Board in office at that time ended December 31, 1991. Therefore, Correll's contract would not be binding after December 31, 1991 if it was a contract for personal services, a question we first consider.
The employment contract states:
This agreement shall be in full force and effect from February 20th, 1991, to and including February 20th, 1995, and shall continue in full force and effect from year to year thereafter, unless written notice of desire to change is served by either party, upon the other, 60 days prior to the annual date of expiration.
The Union by-laws state that personal services are, but are not limited to, legal, accounting, consulting, public relations, and editorial services. The district court found Correll's job duties as office secretary included answering the phone, taking messages for the Secretary-Treasurer, managing the roster of employees relative to deduction of union dues, working with collective bargaining contract proposals, and being involved in contract grievances and arbitrations. The court consulted the dictionary definition of "personal service" and concluded Correll was providing personal services. Although no Iowa case has addressed the issue of whether an employment contract falls within the purview of a contract for personal services, other authorities provide guidance.
A contract for personal services contemplates performance of duties involving the exercise of special knowledge, judgment, taste, skill, or ability. In re Rooster, Inc., 100 B.R, 228, 232 (Bankr.E.D.Pa. 1989). It is a contract "in which the offeree is vested with discretion in accomplishing the assigned tasks because his skills, knowledge, experience and expertise are unique to the area and could not be duplicated by others not similarly qualified." Yellow Cab v. Greater Cleveland Reg. Transit Auth., 595 N.E.2d 508, 511 (Ohio Ct. App. 1991). The assigned duty is so unique that the duty is thereby rendered nondelegable. Restatement (Second) of Contracts § 318(2), at 19 (1981).
The mere fact, however, that a contract calls for the performance of labor or service is not sufficient to render it nonassignable, if, from a consideration of the entire contract, it appears that personality is not an essential consideration, and that only a certain object or result is contracted for and not the personal labor or services of the promissor. Whether a contract requires the personal services of the contracting party depends on the intention of the parties as shown by the language and subject matter of the contract viewed in the light of surrounding circumstances.
6A C.J.S. Assignments § 32, at 633-34 (1975) (footnotes omitted). The importance of trust and confidence in the relation between the parties, the difficulty of judging the quality of the performance rendered, and the length of time required for performance are significant factors in determining whether a contract is for personal services. Restatement (Second) of Contracts § 367 cmt. b, at 193 (1981) (citations omitted).
Ascertaining whether a contract is personal posits on close distinctions, e.g., the nature and subject matter of the contract, the circumstances of the case placed in juxtaposition with the intention of the parties. There is a plethora of case authority extant interpretative of the essential criteria which earmark authentic personal service contracts. For example, a contract to paint a picture; a contract between an author and his publisher; an agreement to sing; an agreement to render service as a physician. All fall within the purview of personal service contracts.
In re Compass Van Storage Corp., 65 B.R. 1007, 1011 (Bankr.E.D.N.Y. 1986) (citations omitted).
We conclude Correll's employment contract was not a contract for personal services. The skills the district court found Correll performed as office secretary are not unique or nondelegable. The language of the contract does not indicate the parties' intent to enter into a contract for personal services. Instead, the contract simply refers to "employee" and Correll's signature is affixed to the line marked "For the employees." Given these circumstances, we hold the district court erred in concluding Correll's contract was invalid. Its continued validity then depends on the existence of any leave of absence.
IV. Leave of Absence . Having determined the initial employment contract to be valid, we turn to Correll's contention the district court erred in concluding the Union did not violate an oral contract. When Corell accepted the assistant business agent position in April 1991, the Executive Board granted her a leave of absence from the office secretary position "for a period of time which will be discussed and determined by the board from time to time." At no time was there a discussion of Corell's leave of absence as it related to the Secretary-Treasurer position. The district court concluded the evidence was insufficient to conclude the leave of absence continued when she became Secretary-Treasurer.
The testimony at trial regarding the length of Corell's leave of absence was conflicting. Some board members testified that it was their understanding the leave of absence was indefinite. Another board member testified the leave of absence was in effect until the election following Morse's retirement. The Board's Recording-Secretary testified he believed the leave of absence ended when she became principal officer of the union.
We find no error in the district court's finding the evidence was insufficient to show Corell's leave of absence continued when she became Secretary-Treasurer. Corell had the burden of proving the leave of absence was in effect. See Iowa-Illinois Gas Elec. Co. v. Black Veatch, 497 N.W.2d 821, 825 (Iowa 1993). She failed to meet this burden. Accordingly, we find the district court did not err. Because the leave of absence was no longer in effect, the Union did not breach Corell's contract when it did not allow her to return to the office secretary position.
The Board's action in rescinding the leave of absence in late December 1994, memorialized in the Board minutes of January 12, 1995, would seem to indicate the Board thought Corell was on a leave of absence. However that Board was new, and its belief cannot change the lack of evidence to establish the leave of absence continued when Corell became Secretary-Treasurer.
V. Promissory Estoppel . Finally, Corell argues the district court erred in denying her claim of promissory estoppel. In order to succeed on this claim, Corell was required to prove (1) the existence of a clear and definite agreement, (2) she reasonably relied upon the agreement to her detriment, and (3) equity supports the enforcement of the agreement. Schoff v. Combined Ins. Co. of America, 604 N.W.2d 43, 48 (Iowa 1999). As we have already held the agreement for the leave of absence was not clear and definite, we find no error in the district court's denial of Corell's promissory estoppel claim.
AFFIRMED.