Opinion
No. 71 C.D. 2011
01-23-2012
Richard Piekutowski, Appellant v. Township of Plains
BEFORE: HONORABLE RENÉE COHN JUBELIRER, Judge HONORABLE P. KEVIN BROBSON, Judge HONORABLE PATRICIA A. McCULLOUGH, Judge
OPINION NOT REPORTED
MEMORANDUM OPINION BY JUDGE COHN JUBELIRER
Richard Piekutowski (Employee) appeals from the December 27, 2010, Order of the Court of Common Pleas of Luzerne County (trial court) denying Employee's Motion for post-trial relief (Motion) after a bench trial at which the trial court entered a verdict in favor of the Township of Plains (Township) and against Employee. The trial court concluded that the terms of employment between Employee and the Township did not obligate the Township to pay Employee for his accumulated, unused sick days upon termination of his employment.
On October 12, 2005, Employee filed a Complaint with the trial court seeking from the Township the sum of $16,865.40 plus interest, costs, and reasonable attorney's fees, alleging that this amount represented 128 days, five and one-half hours, of sick leave accumulated throughout the course of Employee's employment. (Complaint, R.R. at 5a.) An arbitration hearing was held on March 26, 2009, after which an award was entered in favor of Employee, (Arbitration Notice of Entry of Award, March 26, 2009), and the Township timely appealed, (Notice of Appeal, April 22, 2009). A non-jury trial was held on August 24, 2010, at which Employee and the Township's Secretary testified.
Employee testified that, before retiring, he had served for approximately fourteen years and nine months as zoning officer, code enforcement officer and building inspector for the Township beginning December 14, 1990. (Trial Ct. Hr'g Tr. at 5-6, R.R. at 20a.) Employee explained that when the Township hired him, the Township sent him a letter setting forth terms concerning his employment, which is attached to Employee's Complaint as Exhibit A (Letter). (Trial Ct. Hr'g Tr. at 6, R.R. at 20a.) This Letter includes Paragraph 8, which states: "Sick Leave - 15 days per year which can be accumulated up to a maximum of 150 days." (Letter (December 14, 1990) at 2, R.R. at 13a.)
The Township's Secretary testified that Employee, who was a non-union employee, had used his sick leave for approximately one month for a hospitalization and recovery, but noted that the Township had never paid non-union employees for unused sick leave. (Trial Ct. Hr'g Tr. at 33, 36, R.R. at 27a-28a.) In contrast, the Township Secretary explained that the Township's union employees were paid for unused sick leave and would receive one-half day's pay per accumulated sick days as a lump sum in accordance with the terms of their collective bargaining agreement. (Trial Ct. Hr'g Tr. at 36-37, R.R. at 28a.)
After a hearing on the merits, the trial court made the following findings of fact:
1. [Employee] was hired as an at-will employee to perform the jobs of zoning officer, code enforcement officer and building inspector for the municipality of the . . . Township . . . .
2. By virtue of actions memorialized at a public meeting of the Board of Commissioners on December 13th, 1992, the terms of [Employee]'s engagement were memorialized in a letter from Donald A. Olszewski, Township Manager for Township (at that time), dated December 14th, 1990.
3. The contract terms—strike that. The terms of employment, as referenced in the aforesaid letter of December 14, 1990, in Paragraph 8 thereof, indicate a benefit as follows: "Sick Leave - 15 days per year which can be accumulated up to a maximum of 150 days."
4. By all indications, [Employee] performed his duties competently and admirably with respect to his aforementioned status as the zoning officer, enforcement officer and building inspector for . . . Township, until his resignation from that job, which had an effective date of April 28th, 2005.
5. The undisputed calculations of [Employee] indicate he had accumulated . . . unused sick time of 128 days and two and a half hours, as of the date his employment ended on April 28th, 2005.
6. The subject contracted employment as denoted in the [Letter], did not contain any express provision with regard to . . . Township . . . being obliged to pay [Employee] for unused sick days, at the time of the termination of employment.
7. There was no credible evidence nor any documented evidence adduced at hearing establishing that the [Township] had
adopted a policy and/or practice of paying non-union employees for unused sick days, during the term of [Employee]'s employment with the Township.(Trial Ct. Hr'g Tr. at 42-44, R.R. at 29a-30a.) At the conclusion of the hearing, the trial court entered a verdict in favor of the Township.
We note that the Complaint states that Employee claimed 128 days, five and one-half hours of accumulated, unused sick leave, (Complaint, R.R. at 5a), and the trial court's findings of fact state that Employee accumulated 128 days, two and one-half hours of unused sick leave. (FOF ¶ 5). However, this discrepancy does not affect our analysis or the outcome of this case.
Employee filed his Motion on August 31, 2010 and, on November 10, 2010, the trial court ordered that the official court reporter produce, certify, and file the transcript in conformity with Rule 1922 of the Pennsylvania Rules of Appellate Procedure. On December 27, 2010, the trial court denied Employee's Motion and, on January 10, 2011, Employee filed a Notice of Appeal with this Court. Thereafter, on March 14, 2011, the trial court issued an opinion and Order, pursuant to Rule 1925(a)(1) of the Pennsylvania Rules of Appellate Procedure, stating that its rationale in support of its verdict was contained within the transcript of the non-jury trial, dated August 24, 2010, at pages 42-49. (Order, March 14, 2011.)
The trial court found that the Letter's "contract terms are completely silent with regard to there being any compensatory benefit due [Employee] upon completion of his employment." (Trial Ct. Hr'g Tr. at 45, R.R. at 30a.) The trial court noted that the fundamental issue was whether there was "an obligation which would bind the [Township] to render a financial benefit to [Employee] for accumulated unused sick days." (Trial Ct. Hr'g Tr. at 45, R.R. at 30a.) The trial court did not imply such an interpretation from the Letter and construed the language therein as providing a fringe benefit in the way of accrued sick leave up to 150 days that protected Employee against the risk of catastrophic illness or incapacitation, stating this was another form of economic benefit to Employee. However, to the extent Employee sought the added financial benefit of being paid for the accumulated, unused sick days, that was a matter to have been negotiated and expressly set forth in the terms of employment, and it was not. (Trial Ct. Hr'g Tr. at 45-47, R.R. at 30a.) The trial court additionally found that the first time this matter was raised by Employee with the Township was by way of a handwritten note on the day after Employee left employment. (Trial Ct. Hr'g Tr. at 47, R.R. at 30a.) The trial court concluded that: Employee did not meet his burden to establish his entitlement to payment for his accumulated, unused sick days; the language in the Letter was unambiguous; and it was a reasonable interpretation that the language in the Letter denoted a considerable benefit, protection against catastrophic loss. (Trial Ct. Hr'g Tr. at 47-48, R.R. at 30a-31a.) The trial court additionally noted that, should a reviewing court consider the terms of employment to have been ambiguous, the trial court did not believe that a consideration of extrinsic evidence would substantiate Employee's position that he was entitled to the claimed sum because there was no evidence in the record that non-union employees ever received this benefit, and the terms of employment of the Township's union employees were governed by a collective bargaining agreement, which apparently provided for the payment for unused sick days that was significantly below the amount Employee claims as his entitlement. (Trial Ct. Hr'g Tr. at 48, R.R. at 31a.)
Employee now appeals to this Court. The issue now before this Court is whether the language of Paragraph 8 in the Letter, providing "Sick leave - 15 days per year which can be accumulated up to a maximum of 150 days," (Letter at 2, R.R. at 13a), compelled the Township to pay Employee for his unused, accumulated days at the time Employee left his employment with the Township.
"When reviewing the results of a non-jury trial, we are bound by the trial court's findings of fact, unless those findings are not based on competent evidence. Absent an abuse of discretion, we are bound by the lower court's assessment of credibility of the parties." Wiener v. Jacobs, 834 A.2d 546, 554 (Pa. Super. 2003) (citations omitted). In addition, the interpretation of a contract is a question of law, Seven Springs Farm, Inc. v. Croker, 748 A.2d 740, 744 (Pa. Super. 2000), and "[a]s with all questions of law, our standard of review is plenary." Crawford Central School District v. Commonwealth, 585 Pa. 131, 136, 888 A.2d 616, 619 (2005). --------
Employee argues that the terms and conditions of his employment with the Township, memorialized in the Letter, are ambiguous regarding whether the sick leave policy provided for a payment to him for his unused, accumulated sick days at the time he left employment. Employee maintains that, under contract law, any ambiguity must be construed against the party who wrote the terms of the contract, citing Pines Plaza Bowling, Inc. v. Rossview, Inc., 394 Pa. 124, 124, 145 A.2d 672, 676 (1958). Employee contends that, because the Letter is silent about whether the sick leave would simply be lost if it was not used during the course of employment, this silence creates an ambiguity. (Employee's Br. at 11.) Furthermore, because the Letter was prepared at the direction of the Township, Employee argues that this ambiguity must be interpreted against the Township, thereby entitling Employee to be paid for his accumulated sick leave.
We begin our review by noting that Employee accepted his employment with the Township upon the terms and conditions set forth in the Letter. (Trial Ct. Hr'g Tr. at 43, R.R. at 29a.) The trial court also found that Employee "was hired as an at-will employee," (Trial Ct. Hr'g Tr. at 42, R.R. at 29a), and the "contracted employment as denoted in the [Letter], did not contain any express provision with regard to . . . Township . . . being obliged to pay [Employee] for unused sick days, at the time of the termination of employment." (Trial Ct. Hr'g Tr. at 44, R.R. at 30a.) Under well-settled principles of contract interpretation:
A contract must be construed according to the meaning of its language. The fundamental rule in construing a contract is to ascertain and give effect to the intention of the parties. The intention of the parties must be ascertained from the document itself, if its terms are clear and unambiguous. The Court's inquiry should focus on what the agreement itself expressed and not on what the parties may have silently intended. It is not proper, under the guise of construction, to alter the terms to which the parties, whether in wisdom or folly, expressly agreed. The law assumes that the parties chose the language of their contract carefully.TIG Specialty Insurance Co. v. Koken, 855 A.2d 900, 908 (Pa. Cmwlth. 2004) (quoting Empire Sanitary Landfill, Inc. v. Riverside School District, 739 A.2d 651, 654 (Pa. Cmwlth. 1999) (citations omitted)). "The parties are bound 'without regard to whether the terms were read and fully understood and irrespective of whether the agreements embodied reasonable or good bargains.'" Crispo v. Crispo, 909 A.2d 308, 313 (Pa. Super. 2006) (quoting Sabad v. Fessenden, 825 A.2d 682, 688 (Pa. Super. 2003)). Moreover, our Supreme Court has stated that "[t]he law will not imply a different contract than that which the parties have expressly adopted." Hutchison v. Sunbeam Coal Corp., 513 Pa. 192, 198, 519 A.2d 385, 388 (1986). "As a general rule, agreements will be construed against the drafter when the terms are ambiguous." Gallagher v. Fidelcor, Inc., 657 A.2d 31, 34 (Pa. Super. 1995) (emphasis added). "A contract is ambiguous if it is reasonably susceptible [to] different constructions and capable of being understood in more than one sense," Hutchison, 513 Pa. at 201, 519 A.2d at 390, though "[w]e must read the contractual provisions to avoid ambiguities if possible." Great American Insurance Co. v. Norwin School District, 544 F.3d 229, 247 (3d Cir. 2008) (summarizing Pennsylvania law as it relates to contract interpretation). Furthermore, "[t]he courts are not generally available to rewrite agreements or make up special provisions for parties who fail to anticipate for[e]seeable problems." In re Estate of Hall, 517 Pa. 115, 135 n.7, 535 A.2d 47, 56 n.7 (1987).
We are constrained to agree with the Township that a contract must be construed as written and not be modified under the guise of interpretation. Nevyas v. Morgan, 921 A.2d 8, 15 (Pa. Super. 2007). We further agree that contract provisions must be read to avoid ambiguities, if possible. Great American Insurance Co., 544 F.3d at 247. "The law will not imply a different contract than that which the parties have expressly adopted." Hutchison, 513 Pa. at 198, 519 A.2d at 388. The Township argues, and we agree, that silence in the Letter on the issue of monetary reimbursement "speaks loudly as to the fact no reimbursement was offered." (Township's Br. at 5.) This silence does not create an ambiguity because it specifically does not provide for payment for the unused days. Because there was no agreement between the parties regarding payment for unused sick leave, the lack of agreement between the parties does not create an ambiguity in the contract. State Farm Mutual Automobile Insurance Co. v. Philly Family Practice, Inc., 525 F.Supp.2d 718, 724 (E.D. Pa. 2007). "[A] contract is not rendered ambiguous by the mere fact that the parties do not agree upon the proper construction." Metzger v. Clifford Realty Corp., 476 A.2d 1, 5 (Pa. Super. 1984). Here, the Letter contained no mention of monetary reimbursement for unused, accumulated sick days, and no formula for how such reimbursement would have been calculated. Therefore, because the Letter was silent about any payment for unused sick leave, and no terms were set forth or agreed upon by Township and Employee, "[w]e find it fantastic to conclude that from this silence would spring a mandate." State Farm Mutual Automobile Insurance Company v. Universal Underwriters Insurance Co., 549 Pa. 518, 525, 701 A.2d 1330, 1333 (1997) (emphasis added). Because we find that the language of the contract controls, we cannot accept Employee's invitation to construe it against the drafter, or to look to the parties' conduct to determine what they intended. We, therefore, conclude that the Letter was unambiguous in that it offered no payment to Employee and did not obligate the Township to pay Employee for accumulated, unused sick days upon the termination of his employment with the Township.
Employee additionally contends that the Letter must be interpreted in light of the factual circumstances that existed wherein other employees, who were all union employees, were compensated in some manner for accumulated sick leave at the time of their separation from employment. Employee argues that his being the only non-union employee should have no relevance in interpreting the Letter. (Employee's Br. at 12.) However, it is axiomatic that such extrinsic evidence is not to be considered when the language in question is not ambiguous. Drummond v. University of Pennsylvania, 651 A.2d 572, 580 (Pa. Cmwlth. 1994).
Accordingly, the Order of the trial court is affirmed.
/s/ _________
RENÉE COHN JUBELIRER, Judge Judge McCullough concurs in the result only. ORDER
NOW, January 23, 2012, the Order of the Court of Common Pleas of Luzerne County in the above-captioned matter is hereby AFFIRMED.
/s/ _________
RENÉE COHN JUBELIRER, Judge