ZABLOCKI v. SPENCER EAST BROOKFIELD REGIONAL SCHOOL DISTRICT (2020)

MEMORANDUM AND ORDER PURSUANT TO RULE 1:28

After she was terminated from her position as a school principal, the plaintiff, Debora Zablocki, brought an action against the defendant school district. On summary judgment, a Superior Court judge ruled that the district was liable to pay Zablocki for two additional years of employment. Subsequently, the issue of damages on that claim, as well as liability and damages on Zablocki's remaining claims, went to trial. The result was a jury verdict in Zablocki's favor. The trial judge trebled a small portion of the damages and added an award of partial interest, attorney's fees, and costs. Final judgment entered requiring the district to pay a total of $390,002.31. On the district's appeal, we remand for reconsideration of the amount of attorney's fees awarded, but otherwise affirm both the judgment and the order denying the district's postjudgment motion.

1. The term of Zablocki's reappointment as principal. The key issue in this case was whether, at the point the district reappointed Zablocki as principal in 2013, she was working on a year-to-year basis (as the district maintained) or was entitled to a three-year appointment (as Zablocki maintained). That issue was resolved in Zablocki's favor on summary judgment.

a. Uncontested facts established by the summary judgment record. In May of 2006, the district hired Zablocki to serve as the principal of the Lake Street Elementary School in Spencer. She and the district initially executed a three-year contact for that position (principal contract). In 2009, they executed a three-year extension, with the extended contract thus due to expire on July 31, 2012. As the expiration of the contract approached, the parties did not execute another three-year extension of the contract. Instead, they entered into a different three-year contract under which Zablocki would assume a newly-created position as “Director of Teaching and Learning” (DTL). Her contract for that position (the DTL contract) set forth her right to return to her position as principal under certain contingencies. Specifically, the DTL contract stated: “In case of termination and/or non-renewal of this contract, [Zablocki] would be entitled to receive her previous position, seniority, and all benefits and rights according to her previous position before the start of this contract.” The DTL contract also included an integration clause as follows: “This Agreement constitutes the entire agreement between the School District and [Zablocki] and supersedes any and all other agreements, written or oral, between the parties.”

During her first year as the DTL, Zablocki was asked to fill in as acting superintendent. On January 11, 2013, she and the district entered into a new contract (the acting superintendent contract) for her new role. The term of the acting superintendent contract was from December 11, 2012 to June 30, 2013, with the proviso that Zablocki would step down earlier if either a new superintendent were appointed, or the existing superintendent (who had been placed on leave) returned to his old job. Under the express terms of the acting superintendent contract, during her service in that role, Zablocki would be on a formal “leave of absence” from her position as DTL, and when her term as acting superintendent ended, she would “automatically be reinstated to her [DTL] position.” Like the DTL contract, the acting superintendent contract included an integration clause that stated that, “This Agreement constitutes the entire Agreement of the parties and supersedes all prior understandings or agreements, written or oral.”

During Zablocki's brief tenure as acting superintendent, the school board terminated the DTL position for budgetary reasons. Thus, when her time as acting superintendent came to an end, there was no DTL position to which she would “automatically be reinstated.” Referencing her rights under the DTL contract, the district sent Zablocki a letter dated June 18, 2013, informing her that “effective July 1, 2013, you are appointed to the position of Principal of Lake Street School.” The appointment letter was silent on what the term of her appointment would be. Nor did the letter address what her specific salary or benefits package would be.

In March of 2014, that is, during Zablocki's first year back in her old position as principal, the new interim superintendent, Edward M. Malvey, decided to terminate her employment.² By letter dated March 27, 2014, Malvey informed Zablocki that her employment “will not be renewed for the next school year, 2014-2015,” and would terminate as of July 31, 2014. With regard to the term of her current employment as principal, the termination letter accurately referenced the fact that Zablocki's last employment contract for that position had been extended for three years in 2009 and thus ran through July 2012. The letter then went on to state the legal conclusion that, “Pursuant to section 41 of chapter 71 of the Massachusetts General Laws that Employment Agreement was renewed for a one year period, from August 1, 2013 through July 31, 2014, and thus expires on July 31, 2014.”

b. The summary judgment ruling. The district's legal position throughout this litigation has been that once Zablocki was appointed to serve again as principal, the specific terms and conditions of her last contract for that position somehow kicked back in, and that in the absence of a formal agreed-upon extension of that contract, she was serving on a year-to-year basis under the automatic extension provisions of that contract. The motion judge rejected this argument as a matter of law based principally on the integration clauses of the DTL and acting superintendent contracts, which she ruled superseded the terms of the principal's contract. According to the judge, without an agreement as to the term of the contract in place, Zablocki was entitled to the benefit of G. L. c. 71, § 41, which the judge interpreted as providing Zablocki a minimum three-year contract by default.³ On this basis, the judge ruled that Zablocki was entitled to two additional years of compensation, leaving the damages issues to trial.

c. Analysis. On appeal, the district argues that the judge failed to consider case law that holds that seemingly broad integration provisions sometimes are not as clear as they might first appear. See, e.g., Chambers v. Gold Medal Bakery, Inc., 83 Mass. App. Ct. 234, 242-246 (2013). According to the district, under the circumstances presented, a fact finder could have concluded that notwithstanding the breadth of the contractual language superseding all prior agreements, the parties intended only “partial integration,” and that the principal's agreement survived the execution of the subsequent agreements. Therefore, the district argues, the judge erred by resolving the term of Zablocki's 2013 reappointment as principal on summary judgment.

The flaw in the district's argument is that it ignores the uncontested facts. Zablocki's last contract to serve as principal expired by its own terms on July 31, 2012. At that point, the district did not extend that contract by agreement, nor did it retain Zablocki as principal on a year-to-year basis under the automatic renewal provisions of that contract. Instead, the district entered into a new three-year contract for the DTL position. In stark contrast to the acting superintendent contract, the DTL contract did not state that Zablocki was taking a leave of absence from her former position to assume the new one, nor would such a provision have made sense given that the principal contract had expired.

To be sure, the DTL contract gave Zablocki the right to get her old position back, but it did not state that this would be only on a year-to-year basis or otherwise address what the term of her reappointment to that position would be. Even if we do not agree with the summary judgment judge's analysis in all respects, we agree with her that, as a matter of law, there was no merit to the district's argument that when Zablocki was reappointed to be principal in 2013, she somehow was operating under the year-to-year provisions of the 2006 contract.⁴

As noted, the summary judgment judge further concluded that if the parties had not reached an agreement as to the term of Zablocki's 2013 reappointment, then Zablocki therefore was entitled to the benefit of the default three-year provision in G. L. c. 71, § 41. We need not address whether that legal conclusion necessarily follows. That is because the district has not made such an argument. Nowhere in its briefs does it address the meaning of the statutory language or how such language should apply in the event that someone is hired as principal without a specific agreement as to the term of appointment.⁵ See Sullivan v. Liberty Mut. Ins. Co., 444 Mass. 34, 35 n.1 (2005) (arguments not raised by appellant are waived); Mass. R. A. P. 16 (a) (9) (A), as appearing in 481 Mass. 1628 (2019) (“The appellate court need not pass upon questions or issues not argued in [appellant's] brief”). In sum, because we are unpersuaded by the limited arguments that the district has made with regard to the summary judgment judge's ruling, we conclude that the district has not demonstrated error in that ruling.⁶

2. Other claims. Zablocki's other two claims were based on allegations that during the post 2013 period in which she worked as principal, the district failed to pay her the full compensation to which she was entitled. She pleaded this both as a contract claim and as a violation of the Wage Act (G. L. c. 149, § 148). We begin by setting forth the factual basis of these claims.

a. The factual basis of Zablocki's other claims. At trial, there was evidence on which the jury could have found the following. In 2012, the district increased the percentage that school administrators were required to contribute to their employee health care plans from fifteen percent to twenty-five percent. At the same time, the district effectively grandfathered existing administrators from incurring the effects of that increase by simultaneously providing them a commensurate $2,500 increase in their annual salaries. Like other administrators, Zablocki in fact received the benefit of that “bump” when she served as DTL. However, when she returned to her position as principal, the district applied the higher contribution rate to her without giving her the benefit of the salary increase that all other administrators enjoyed. She argued, at least in part, that this violated contractual commitments that had been made to her.

b. The district's estoppel argument. On appeal, the district argues that because the summary judgment judge ruled that the integration clauses in the DTL and acting superintendent contracts superseded any prior existing contracts, Zablocki should have been precluded at trial from relying on a theory that the district had previously committed to compensating her for any increased health care contribution with a corresponding increase in her salary. Put differently, the district argues that there is an irreconcilable conflict between the theory on which Zablocki prevailed at summary judgment and the one underlying her Wage Act claim at trial.

Even though the district did not raise this argument in its motions for directed verdict, it did raise it in a pretrial motion in limine that the judge expressly reserved for resolution after the trial and then again in a motion for judgment notwithstanding the verdict. For purposes of our analysis, we assume the district preserved the issue. Nevertheless, we note that the district faces a formidable challenge in seeking to overturn the verdict with respect to any fact finding conducted by the jury. As to that, the jury's verdict is to be sustained if “anywhere in the evidence, from whatever source derived, any combination of circumstances could be found from which a reasonable inference could be drawn in favor of the nonmoving party [here, Zablocki].” Esler v. Sylvia-Reardon, 473 Mass. 775, 780 (2016).

We are unpersuaded by the district's arguments that, as a matter of law, the jury verdict cannot stand. First, notwithstanding the integration language included in the acting superintendent contract, that contract plainly did not vitiate the terms of the DTL contract given that it recognized that Zablocki's temporary absence from her DTL position was pursuant to a formal leave of absence and that she would “automatically be reinstated” to the DTL position when her term as acting superintendent was over.⁷ See Chambers, 83 Mass. App. Ct. at 242-246.

Although, as discussed above, Zablocki's last contract for the principal position had expired by its own terms long before she was reappointed to that position, this does not mean that everything in the principal contract ceased to have any legal import. The DTL contract gave Zablocki the right to win back her old position with her “seniority, and all benefits and rights” intact. Among such rights was her right “to receive the same Health Insurance benefits and options as are available to all other District employees.” Based on that provision, the jury could have determined that the district breached the DTL contract when it required Zablocki to pay the twenty-five percent contribution for her health benefits while refusing to give her the commensurate $2,500 salary increase that it gave to all others similarly situated.⁸

c. The district's statute of limitations argument. The jury awarded Zablocki $1,752.29 in damages on her claims that were based on the district's increasing her health care contributions without a commensurate increase in her salary. The district separately argues that this damage award should be reduced by an incremental amount on the grounds that a small portion of its actionable behavior fell outside the three-year limitations period set forth in the Wage Act.⁹ See G. L. c. 149, § 150. Specifically, the district claims that one biweekly pay period occurred more than three years before Zablocki filed her complaint with the Attorney General, and that any damages for that violation fall outside the limitations period. Based on this, the district argues that the jury award of $1,752.29 should be reduced by $67.40 (one-twenty-sixth of $1,752.29), resulting in an overall reduction of $202.20 ($67.40 trebled).

As Zablocki points out, although it may be that Zablocki's health care contributions were spread out evenly between pay periods, there is nothing in the trial record that required the jury to reach that conclusion. More significantly, the original complaint in this case was filed on November 6, 2014, and under the liberal pleading rules applicable in Massachusetts, the amended complaint “relates back” to that date regardless of whether the new count on its own would be timely filed. Mass. R. Civ. P. 15 (c), 365 Mass. 761 (1974). See also NES Rentals v. Maine Drilling & Blasting, Inc., 465 Mass. 856, 865 (2013).¹⁰

3. Trial court's attorney's fees award. Although Zablocki obtained only $5,256.87 in total damages on her Wage Act claim, the judge awarded her $142,185.75 in attorney's fees pursuant to that claim. Such a huge discrepancy does not necessarily mean the fee award is invalid, but it does implicate the need for special scrutiny. As we have stated, “when a fee request appears on its face dramatically disproportionate to the results the litigation produced, as it does here, the judge must focus with precision on the relationship between the time invested and the results achieved in order to insure that the ‘time spent was [not] wholly disproportionate to the interests at stake.’ ” Killeen v. Westban Hotel Venture, L.P., 69 Mass. App. Ct. 784, 796 (2007), quoting Stratos v. Department of Pub. Welfare, 387 Mass. 312, 323 (1982).

That said, some of the district's arguments that the fees award was excessive require little discussion. For example, the district has not come close to showing that the trial judge abused his discretion in accepting the hourly rate claimed by Zablocki. In addition, to the extent that Zablocki's attorney's fees were driven up by the district's unyielding litigation tactics, the district is hardly in a position to claim victimhood.¹¹

However, at least one of the district's arguments has sufficient force to warrant reconsideration of the amount of the fees award. The Wage Act provided the only basis for that award even though the judge allowed fees for the entire case. Citing to Twin Fires Inv., LLC v. Morgan Stanley Dean Witter & Co., 445 Mass. 411, 430-432 (2005), the judge nevertheless granted Zablocki all of her litigation fees, reasoning as follows:

“Here, [Zablocki's] contract and Wage Act claims were sufficiently interconnected so that the fee[s] should not be apportioned. Based on the Court's firsthand knowledge of the details of the present case, the contract and wage claims were largely predicated on identical facts and were presented at trial in an interwoven way, with the same witnesses providing similar testimony regarding both claims, such that the legal effort to establish the claims was virtually the same.”

Even with the substantial deference owed to the trial judge in this context, such reasoning cannot justify awarding Zablocki her fees for the entirety of the case. Certainly, the Wage Act claim was substantially intertwined with the contract claims that were based on the district's charging Zablocki for twenty-five percent of her health insurance without a corresponding increase in salary. The same cannot reasonably be said, however, with respect to Zablocki's primary contract claim that she still had two years left on her contract when the district fired her. An example will demonstrate this. As noted, Zablocki's primary contract claim was resolved on her motion for summary judgment, and a considerable (if unspecified) amount of time was no doubt spent in litigating that motion. The summary judgment motion related entirely to whether Zablocki could demonstrate as a matter of law that the district fired her prematurely; it had nothing to do with her Wage Act claim, which had not even been pleaded yet.¹²

Because it is plain that some of the attorney's fees at issue reasonably could have been apportioned, the judge erred in ruling otherwise. It is difficult to discern from the affidavit submitted by Zablocki's counsel what portion of fees related solely to claims for which fee shifting did not apply (even though it was Zablocki's burden to demonstrate her entitlement to fees). A remand is in order for the judge to reconsider the apportionment issue and to determine what portion of her fees Zablocki should recover. We leave it to the judge's discretion whether to resolve these issues based solely on what was before him or to require further detail from Zablocki's trial counsel.

4. Appellate attorney's fees. To be entitled to an award of appellate attorney's fees, an appellee must request such fees in her appellate brief. Fabre v. Walton, 441 Mass. 9, 10 (2004). Zablocki did not do so, and the request therefore is waived.¹³ We caution the district, however, that it continues to face exposure to attorney's fees as this case moves forward to resolve what remains of it.

5. Disposition. So much of the judgment as awarded the plaintiff $142,185.75 in attorney's fees with respect to her Wage Act claim, and so much of the order entered October 27, 2018, as pertains to that award, are vacated. The judgment and October 27, 2018, order are in all other respects affirmed. The case is remanded for further proceedings consistent with this memorandum and order.

So ordered.

Affirmed in part; vacated in part and remanded

FOOTNOTES

2.   It bears noting that Malvey and Zablocki had been competitors for the superintendent's job.

3.   General Laws c. 71, § 41, states in pertinent part as follows:“The second and subsequent contracts [for school principals] shall be for not less than 3 nor more than 5 years unless: (i) said contract is a 1 year contract based on the failure of the superintendent to notify the principal of the proposed nonrenewal of [her] contract pursuant to this section; or (ii) both parties agree to a shorter term of employment.”

4.   Under the district's view, Zablocki agreed to enter into a three-year contract for the DTL position -- in lieu of extending her principal contract -- while insisting on preserving her right to return to her former position, but only on a year-to-year basis. This does not comport with common sense. See Chambers, 83 Mass. App. Ct. at 245-246. See also Schaer v. Brandeis Univ., 432 Mass. 474, 478 (2000) (contracts to be interpreted according to “the standard of reasonable expectation -- what meaning the party making the manifestation ․ should reasonably expect the other party to give it” [quotation omitted] ).

5.   Nor has the district alternatively argued that under a proper reading of the DTL contract that the term of Zablocki's reappointment as principal would be the remaining time left on the DTL contract, which was due to expire at the end of the 2014-2015 school year. Instead, the district insisted that Zablocki was rehired as principal subject only to the automatic renewal provision of the expired principal's contract.

6.   The district also seeks to rely on judicial estoppel, based on the fact that Zablocki initially had taken the position that the terms of the principal's contract did apply to her reappointment. While it is true that Zablocki's position evolved as the litigation progressed, the district has not demonstrated that the judge abused her discretion in allowing Zablocki to amend her complaint.

7.   To the extent the summary judgment judge ruled otherwise, this was error. However, as discussed above, her ruling was correct for other reasons. See generally Lopes v. Commonwealth, 442 Mass. 170, 181 (2004) (appellate courts may affirm judgment on any grounds apparent on record).

8.   Because the jury's finding with respect to the Wage Act violation can be supported based on the written language of the contracts before them, we need not address the district's argument that, as a matter of law, Zablocki cannot prevail based on an oral promise.

9.   The district passes over the fact that Zablocki raised the health care contribution issue as both a contract and a Wage Act claim. There is a six-year statute of limitations applicable to contract claims. See G. L. c. 260, § 2. Therefore, even were the district correct as to its Wage Act statute of limitations argument, the ramifications would be limited to the part of the award subject to trebling.

10.   The district separately appears to claim that Zablocki cannot recover for any attorney's fees related to her Wage Act claim that were incurred three years prior to the filing of her complaint with the Attorney General. This hardly follows. The district has not supported its claim with citation or argument that rises to the level required by Mass. R. A. P. 16 (a) (9) (A). We therefore need not consider it.

11.   The rules provide a means for defendants to cap their exposure to attorney's fees. See Mass. R. Civ. P. 68, 365 Mass. 835 (1974) (defendant not responsible for paying attorney's fees incurred by plaintiff after she rejects offer of judgment “more favorable” than judgment “finally obtained”). The district apparently did not take advantage of this provision.

12.   It bears noting that Zablocki's primary contract claim was based on the district's failure to employ her during the 2014 and 2015 school years, while her Wage Act case was based on the amount the district paid her for the 2013 school year.

13.   Zablocki attempted to resurrect such a claim by including a request for appellate attorney's fees in a surreply brief she sought to file. She has not demonstrated good reason to submit such a brief, and we therefore deny her motion to do so.