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STATE OF MICHIGAN
COURT OF APPEALS


JOSEPH PANDY, JR., Plaintiff-Appellee, v BOARD OF WATER AND LIGHT, Defendant-Appellant.

UNPUBLISHED November 28, 2006

No. 259784 Ingham Circuit Court LC No. 03-001116-CZ

Before: Cooper, P.J., and Hoekstra and Smolenski, JJ. PER CURIAM. Defendant appeals by leave granted an order denying its motion for summary disposition on plaintiff's breach of contract claim. This dispute arises out of defendant's termination of plaintiff's employment. We reverse and remand to the trial court to grant defendant's motion for summary disposition of the breach of contract claim and for consideration of plaintiff's remaining claims. Plaintiff was hired as the Director of the Lansing Board of Water and Light (BWL) in 1984. In 1990, plaintiff and the BWL Board of Commissioners (Board) entered into an employment contract1 "for a period of five (5) years commencing July 1, 1990, and continuing until June 30, 1995." The contract specified that the arrangement was "at will," and could be terminated "at any time, with or without cause, upon ninety (90) days written notice by the Board." The contract also included these two provisions on severance compensation:

The 1990 Employment Agreement states in the Term of Agreement that Pandy "is hereby appointed to the position of General Manager." However, the preamble to the Agreement states that Pandy "has been employed by the BWL as its Director and General Manager for five (5) years," and also states that "the Board desires to continue to employ" Pandy. Reading the document in its entirety, it is clear that Pandy was employed as Director and General Manager. The 1992 Agreement confirms this, noting that Pandy "has been employed by the BWL as its Director and General Manager for seven (7) years."

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If the Board desires to terminate this Agreement without cause prior to its term, it shall compensate Joseph Pandy, Jr. for the salary and benefits . . . through the completion of the full term of the Agreement . . . . If the Board desires to terminate this Agreement for cause, it shall compensate Joseph Pandy, Jr. only for the remainder of the current BWL fiscal year. . . . In 1992, the parties executed a second contract. The new agreement provided for automatic renewal on July 1 of each year, so that the active term would always be five years: The Board hereby employs Joseph Pandy, Jr. commencing July 1, 1992, and continuing until June 30, 1997, provided, however, that if Joseph Pandy, Jr. is employed on the first day of July in any subsequent year, the expiration date of this agreement shall be automatically extended to June 30 in the year five years following said first day of July. Joseph Pandy, Jr. is hereby appointed to the position of General Manager for the fiscal year beginning July 1, 1992, as provided in the Board's administrative rules. The contract again specified that the arrangement was "at will," and included the same severance provisions verbatim. On September 10, 2002, the Board held a meeting to discuss the employment agreement with Joseph Pandy, Jr. The Board resolved to declare the employment contract invalid, reasoning that a Board cannot bind successor Boards, and the contract essentially left future Boards stuck with keeping Pandy on as Director or paying him for the entire term of the contract. The Board terminated Pandy's employment without cause, and declined plaintiff severance pay on the contract. Plaintiff filed suit, alleging breach of contract, among other claims. Defendant moved for summary disposition, pursuant to MCR 2.116(C)(8) of the breach of contract claim. The court denied the motion without prejudice. After further discovery, defendant renewed the motion under MCR 2.116(C)(8) and (10). The court again denied the motion, and defendant applied for leave to file this appeal. We review summary disposition rulings de novo. Joliet v Pitoniak, 475 Mich 30, 35; 715 NW2d 60 (2006). A motion pursuant to MCR 2.116(C)(10) entitles the movant to summary disposition where there is no genuine issue of material fact. Miller v Purcell, 246 Mich App 244, 246; 631 NW2d 760 (2001). Issues of contract interpretation are questions of law we review de novo. Rory v Continental Ins Co, 473 Mich 457, 464; 703 NW2d 23 (2005). Our primary obligation is to discern and effectuate the intent of the parties. Quality Products & Concepts Co v Nagel Precision, Inc, 469 Mich 362, 375; 666 NW2d 251 (2003). We enforce unambiguous contract language as written. Id.

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Defendant argues that the contract violates the Lansing Charter by impairing the Board's discretion to appoint and remove the BWL Director "at its pleasure." Lansing Charter,

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