Opinion
C.A. No. 03C-08-055 (JTV).
Submitted: December 14, 2004.
Decided: March 30, 2005.
Upon Consideration of Cross Motions For Summary Judgement.
DENIED In Part GRANTED In Part.Roy S. Shiels, Esq, Brown, Shiels, Beauregard Chasanov, Dover, Delaware. Attorney for Plaintiff.
Norman H. Brooks, Jr., Esq., Marks, O'Neill, O'Brien Courtney, Wilmington, Delaware. Attorney for Defendant.
OPINION
Richard Glazeski ("the plaintiff") initiated a lawsuit against Capital School District ("the District") on August 8, 2003 alleging breach of his employment contract. Both parties have filed motions for summary judgment and accompanying briefs. The parties have presented a contract interpretation question for a determination by the Court. There are no material facts in dispute and the issue is one for resolution as a matter of law. The facts below have been taken from the parties' briefs and are recited in a light most favorable to the plaintiff.
FACTS
On November 15, 2000, the parties entered into a written employment contract in which the plaintiff was employed as an administrator for building and grounds. The contract was for two years, beginning July 1, 2001 and ending June 30, 2003. Section 5 of the contract contained a renewal provision and is the primary point of contention between the parties. Section 5 reads as follows:
Expiration of Agreement. Failure on the part of the Board or the Administrator to notify the other in writing by Certified mail, no later than six (6) months prior to the expiration of the Agreement, of either party's intent not to renew the Agreement will automatically result in a one-year extension of the existing Agreement.
The plaintiff worked for the District, pursuant to the contract, up and until December 9, 2002. On that day, the plaintiff met with the Superintendent of Schools, Michael Thomas, Ed.D. Dr. Thomas orally informed the plaintiff that the District did not intend to renew his contract and that he need not appear for work for the remainder of the contract term. Dr. Thomas also handed the plaintiff a letter serving as written notification of the District's intent not to renew and extend the contract beyond June 30, 2003. The record contains a second letter, dated December 9, 2002, verifying that the plaintiff was relieved of his obligation to work effective immediately and also stating that the Board of Education would continue to honor all salary and benefits until the end of the contract. The record also contains a third letter, dated December 11, 2002, reiterating the District's position and informing the plaintiff it will not engage in additional dialogue on the point. It appears from the record that the first letter was hand-delivered. The mode of delivery for the second and third letter is unclear but the plaintiff does acknowledge receiving them. Both parties agree that the letters were not sent by certified mail and the plaintiff never received notification by certified mail as required by Section 5 of the employment contract.
The plaintiff immediately stopped working for the defendant but he continued to receive pay and benefits from the District until June 30, 2003. The plaintiff testified, in his deposition, that he was aware the District did not conform with Section 5 of the contract and he waited until January 1, 2003 to receive notification by certified mail. Having not received such notification, he consulted counsel and initiated the current action.
PARTIES CONTENTIONS
The plaintiff contends that the District breached the employment contract when it did not notify the plaintiff by certified mail of its intent not to renew the contract. The plaintiff further argues that Section 5 of the contract is a contract limitation on the right of either party to terminate the contract, that the provision was freely bargained for and entered into by the parties, that it must be strictly enforced by the Court and that the doctrine of substantial performance is inapplicable. The plaintiff argues that breach of the express condition in the contract requires an automatic one-year extension of the existing agreement as stated in the provision.
The District concedes that the plaintiff did not receive notice by certified mail. It argues, however, that he received actual notice by hand delivery which was a far more superior method of delivery. It argues actual notice is effective for all purposes. It further contends that Section 5 was not an expressly bargained for condition or limitation requiring strict compliance because the employment contract used was a standard form contract used by the District since 1970 . In the alternative, the District argues that it substantially performed the contract in good faith and that equity requires the plaintiff be denied recovery.
DISCUSSION
The purpose behind contractual provisions requiring notice by certified mail is to ensure receipt of notice by the intended party. In order for notice to be effective for all purposes, the law requires that it be actually received. The use of a different mode of delivery than that contemplated in the contract will not necessarily make notice defective. When the substituted mode performs the same function and purpose, notice is timely, and the recipient acknowledges receipt of notice, the delivering party has substantially complied with the notice provisions. Having substantially complied with the notice provisions in the contract, the delivering party will not be considered to have breached the contract and the recipient will be denied recovery based on defective notice.
State v. Camper, 347 A.2d 137, 138 (Del.Super.Ct. 1975).
Finkel's, Inc. v. Shields Development Co., 1980 Del. Ch. LEXIS 519, *at 12.
In Finkel's, Inc. v. Shields Development Co., the notice provisions for renewal of a lease specified that the lessee notify the lessor by registered mail. The lessee sent notice of renewal by certified mail and the lessor argued notice was defective. The Delaware Chancery Court held that the different method of transmission did not make notice defective so long as the substituted method was timely received and served the same function and purpose. In this case, the mode of delivery specified in the parties' contract was certified mail. It is undisputed that the plaintiff received written notice by hand delivery on December 9, 2002. The plaintiff testified that he understood the written letter to mean that the District would not be renewing his contract and did not want him to work the remainder of his contract. Hand delivery performed the same function and purpose as would certified mail and did not affect the parties' positions.
Id.
The District's hand delivery of the notice letter within the requisite time period accompanied by acknowledged actual receipt by the plaintiff is substantial compliance with Section 5 of the contract. Because the District has substantially complied with the notice provisions, the plaintiff's cause of action must fail. Accordingly, the plaintiff's motion for summary judgment is denied and the District's motion for summary judgment is granted.