246 F.3d 685 (D.C. Cir. 2001)
Nevin M. Katz, M.D., Appellantv.Georgetown University, et al., Appellees
No. 00-7265
United States Court of Appeals FOR THE DISTRICT OF COLUMBIA CIRCUIT
Argued March 19, 2001Decided April 17, 2001

Appeal from the United States District Court  for the District of Columbia (No. 00cv02412)
Steven K. Hoffman argued the cause for appellant.  With  him on the brief was Martha Walfoort.
Thomas S. Williamson, Jr. argued the cause for appellee. With him on the brief was Anthony T. Pierce.  Charles F.  Ruff entered an appearance.
Before:  Edwards, Chief Judge, Williams and Henderson,  Circuit Judges.
Opinion for the Court filed by Chief Judge Edwards.
Edwards, Chief Judge:


1
In this case, Dr. Nevin M. Katz,  appellant, filed a diversity action claiming that he was improperly terminated from his tenured position as a Professor  and Surgeon at Georgetown University Medical Center  ("GUMC"), because he was denied one-year's advance notice  prior to his dismissal.  In pursuit of his claims in District  Court, Dr. Katz sought a preliminary injunction against  Georgetown University (the "University"), pursuant to which  he would be reinstated in his positions at GUMC and retained  with full salary and benefits until June 30, 2001.  The motion  for preliminary injunction was denied by the District Court  and Dr. Katz now appeals pursuant to 28 U.S.C. 1292(a)(1).


2
In his Complaint for Specific Performance, Preliminary and  Permanent Injunctive Relief and Damages at 18-19, Katz v.  Georgetown University, (No. 00-02412), reprinted in Joint  Appendix ("J.A.") 21-22, Dr. Katz asserts that, under the  terms of the University Faculty Handbook ("Faculty Handbook"), he could not be terminated by the University without  at least one-year's notice;  he also asserts that he had a right  to continued employment and tenure during the notice period. The University answers that Dr. Katz was properly terminated due to financial exigencies, and that he was not entitled to  one-year's notice in advance of dismissal.  We find that Dr.  Katz has no reasonable likelihood of success on the merits of  his claim.  Accordingly, the District Court was fully justified  in denying the motion for preliminary injunction.

I. Background

3
Dr. Katz was a full-time faculty member in the Department  of Surgery at GUMC for approximately 20 years.  He earned  tenure in 1985 and he held the position of Professor from  1992 until his termination in 2000.


4
Prior to July 1, 2000, GUMC consisted of the School of  Medicine, the School of Nursing, and a clinical operation that  included the hospital, the Faculty Practice Group, and the Community Practice Network.  GUMC faculty members normally worked in either "research" or "clinical" practice.  Generally, research faculty were supported by research grants  and clinicians were supported by revenues generated from  clinical patients.  As a member of the clinical faculty, Dr.  Katz was primarily engaged in cardiac surgery;  however, his  duties also entailed some teaching responsibilities and medical research.  Many of the principal terms of employment for  GUMC faculty members, including Dr. Katz, were contained  in the Faculty Handbook.  Katz v. Georgetown Univ., No.  00-02412, Mem. Op. at 2 (D.D.C. Nov. 6, 2000), reprinted in  J.A. 642.


5
Beginning in 1996, the University was threatened by a  financial crisis attributable in large measure to GUMC.  The  situation was serious enough to cause University officials to  explore ways in which to rid itself of significant portions of  GUMC operations.  In February 2000, the University Board  of Directors finally entered into an agreement with MedStar  Health, Inc. ("MedStar"), whereby the University transferred  the operation of the hospital and clinical practice to MedStar,  while retaining control of the medical school.  Under this  arrangement, the University no longer needed to employ  clinical faculty members who were primarily engaged in  clinical practice.  As a result, 330 members of the clinical  faculty at GUMC, including Dr. Katz, were terminated.  Id.  at 2-3, reprinted in J.A. 642-43.


6
On March 29, 2000, Dr. Katz was notified that, due to the  University's "grave economic stringenc[ies]," his tenure with GUMC would be terminated on June 30, 2000.  Letter from  John J. DeGioia to Dr. Nevin M. Katz 1-3 (Mar. 29, 2000),  reprinted in J.A. 78-80.  The letter received by Dr. Katz  indicated that former GUMC clinicians would be eligible for  employment with MedStar;  Dr. Katz was also advised that he  could pursue a non-tenured, clinical-faculty appointment with  the University.  In addition, in recognition of his tenure, Dr.  Katz was offered a lump-sum payment of $750,000 as a  severance buy-out.  Id. at 2-3, reprinted in J.A. 79-80.


7
In June 2000, MedStar offered Dr. Katz a one year, nontenured faculty appointment at a salary of $345,000.  Later  that month, the University offered to pay Dr. Katz the  difference between his former salary at the University,  $500,000, and the MedStar-offered salary, on a monthlyinstallment basis.  Dr. Katz accepted the monthly disbursements, but rejected MedStar's employment offer, as well as  the $750,000 lump-sum buy-out.  Katz, No. 00-02412, Mem.  Op. at 3, reprinted in J.A. 643.


8
On June 15, 2000, Dr. Katz filed a grievance with the  University, contesting his termination.  Dr. Katz's principal  claim was that the University had improperly terminated him  without one-year's notice as allegedly required by the Faculty  Handbook.  A three-member Grievance Panel upheld Dr.  Katz's grievance claim, and this decision was subsequently  affirmed by the full University Grievance Code Committee. Id. at 3-4, reprinted in J.A. 643-44.  University officials then  appealed the Committee's decision to the University President, Father Leo O'Donovan, who issued a final judgment  dismissing Dr. Katz's grievance.  President O'Donovan held  that the University's grievance process was "not designed and  cannot be used as a forum to second-guess or question the  correctness of the Board's decision."  Letter from Leo J.  O'Donovan, S.J. to Steven K. Hoffman, Esq. and Charles F.C.  Ruff, Esq. 5 (Aug. 7, 2000), reprinted in J.A. 303.  He further  noted that the Board had explained its decision to transfer  the clinical enterprise to MedStar, because the University  " 'faced a state of grave economic stringency' that required 'a  change in the University's institutional aims.' "  Id. at 3,  reprinted in J.A. 301.  In short, President O'Donovan's ruling  implicitly rejected the suggestion that Dr. Katz's status as a  tenured faculty member protected him from dismissal due to  financial exigencies;  the ruling also implicitly rejected the  claim that the University was required to give Dr. Katz oneyear's notice in advance of termination.


9
On October 6, 2000, Dr. Katz filed his complaint in the  United States District Court for the District of Columbia. Subsequently, on October 11, 2000, Dr. Katz filed a motion  seeking a preliminary injunction enjoining the University to reinstate him to his position as a tenured Professor of Surgery for the duration of an asserted contractually mandated  notice period.  Dr. Katz also sought back pay for the period  during which the University had refused to employ him  consistent with the alleged notice provision.  Motion for  Preliminary Injunction at 1, Katz v. Georgetown Univ., (No.  00-02412), reprinted in J.A. 29.  This appeal followed the  District Court's denial of the motion for injunctive relief.

II. Analysis

10
To prevail in his request for a preliminary injunction, Dr.  Katz must "demonstrate 1) a substantial likelihood of success  on the merits, 2) that [he] would suffer irreparable injury if  the injunction is not granted, 3) that an injunction would not  substantially injure other interested parties, and 4) that the  public interest would be furthered by the injunction."  CityFed Fin. Corp. v. Office of Thrift Supervision, 58 F.3d 738,  746 (D.C. Cir. 1995).  "We review a district court decision  regarding a preliminary injunction for abuse of discretion,  and any underlying legal conclusions de novo."  Id.


11
In the instant case, we have no doubt that the District  Court got it right in denying the motion for a preliminary  injunction, because on this record there is no merit whatsoever to Dr. Katz's claim that he was entitled to one-year's notice  before being terminated for just cause.  See Ross-Simons of  Warwick, Inc. v. Baccarat, Inc., 102 F.3d 12, 16 (1st Cir.  1996) (in assessing a request for a preliminary injunction,  "[l]ikelihood of success is the main bearing wall of the fourfactor framework").  And "[g]iven the inadequacy of [Dr.  Katz]'s prospects for success on the merits, there may be no  showing of irreparable injury that would entitle him to injunctive relief."  Taylor v. Resolution Trust Corp., 56 F.3d 1497,  1507 (D.C. Cir.), amended on other grounds on reh'g, 66 F.3d  1226 (D.C. Cir. 1995).  In other words, although we apply a  four-factor test in weighing a request for a preliminary  injunction, such relief never will be granted unless a claimant  can demonstrate "a fair ground for litigation."  Washington  Metro. Area Transit Comm'n v. Holiday Tours, Inc., 559


12
F.2d 841, 844 (D.C. Cir. 1977).  Dr. Katz's request for relief  based on a claim that he was entitled to one-year's notice  before being terminated for just cause is hopelessly deficient  in this regard.


13
Dr. Katz contends that the University's Faculty Handbook  constituted a binding contract of employment to which we  must look to determine his rights as a tenured member of the  faculty.  This point is not contested by the University.  See  McConnell v. Howard Univ., 818 F.2d 58, 62-63 (D.C. Cir.  1987) ("Faculty Handbook defines the rights and obligations  of the employee and the employer, and is a contract enforceable by the courts.").  Dr. Katz also asserts that because he  was an "Ordinary Faculty" member as defined in the Faculty  Handbook, the University could not terminate him without at  least one-year's notice.  The University disputes this second  point, and with good basis.


14
The Faculty Handbook states that [t]hose officers of instruction who by reason of their qualifications have been appointed to one of the four fulltime tenure-eligible academic ranks (which in ascending order are Instructor, Assistant Professor, Associate Professor, and Professor) constitute the Ordinary Faculty of the University.


15
Georgetown University, Faculty Handbook 24 (1999), reprinted in J.A. 115.  Dr. Katz maintains that, pursuant to this  provision, it is clear that tenured professors are "Ordinary  Faculty" members and, thus, are covered by the following  notice provision in the Faculty Handbook:


16
For one regularly appointed to the Ordinary Faculty the normal term of employment is one year, renewable annually.  The appointment may be extended to seven years.


17
.....


18
Notice of nonreappointment will be given in writing to members of the Ordinary Faculty ...


19
3. Not later than July 31st in the year prior to termination after two or more years of service.


20
Id. at 27, reprinted in J.A. 118.


21
In the light of the foregoing provisions, Dr. Katz presses an  extended, and largely pointless, argument over the scope of  "Ordinary Faculty" under the Faculty Handbook.  The argument is pointless because it is absolutely clear that the notice  of nonreappointment provision in the Faculty Handbook has  nothing whatsoever to do with the termination of tenured  faculty members for just cause.  Indeed, it is clear that  tenured faculty members have the benefit of "continuing  employment," with or without notice, unless they are dismissed for "just cause."


22
The Faculty Handbook states explicitly that


23
Tenure may be defined as a mutually acknowledged expectation of continuing employment that is terminable by the University only for just cause (as for professional incompetence or moral turpitude of the faculty member, for grave economic stringency on the part of the University, or for reasons of major changes in institutional aims).


24
Id. at 27-28, reprinted in J.A. 118-19.  In other words, under  this provision, faculty members with tenure retain their employment indefinitely, subject only to termination for "just  cause."  The previously cited notice of nonreappointment  provisions-which refer to a "normal term of employment [of]  one year, renewable annually" and "appointment[s] [that]  may be extended to seven years"-obviously do not pertain to  tenured faculty members.  And, most importantly, Dr. Katz  can point to no provision in the Faculty Handbook that  requires the University to give one-year's notice to a tenured  faculty person who is subject to termination for just cause.


25
Dr. Katz argues that the Faculty Handbook does not mean  what it says, because some tenured faculty members have in  fact received annual notices of appointment in the past. Even if this were true, it proves nothing of importance in this  case.  Under the terms of the Faculty Handbook, tenure


26
means "continuing employment" absent termination for "just  cause."  This is a typical definition of tenure in the context of  faculty employment in colleges and universities in the United  States.  See McConnell, 818 F.2d at 68 n.11 ("[T]enure normally carries with it an expectation that, absent demonstrable  cause to terminate a faculty member's appointment, a tenured  professor will enjoy the freedom to carry out his or her duties  free from the fear of dismissal.");  see generally Richard P.  Chait & Andrew T. Ford, Beyond Traditional tenure:  A Guide  to Sound Policies and Practices (1982);  Comm'n on Academic  Tenure in Higher Education, Faculty Tenure (1973);  Academic Freedom and Tenure:  A Handbook of the American  Association of University Professors (Louis Joughin ed., 2d  ed. 1969).  Thus, traditional forms of tenure do not typically  depend upon notice of reappointment.  Unsurprisingly, Dr.  Katz points to nothing in the Faculty Handbook or in University practice to suggest otherwise.  Indeed, we are quite sure  that tenured members of the Georgetown University faculty  would be stunned were this court to hold that a faculty  member's tenure would be nullified if the University failed to  furnish an annual notice of reappointment.


27
Dr. Katz also asserts that, whether or not a tenured faculty  member must receive an annual notice of reappointment, the  University always must provide one-year's notice of termination for just cause.  This is a specious argument.  It would  make little sense for the University to agree to give oneyear's notice to a faculty person designated for dismissal for  "just cause" (which includes dismissals for "professional incompetence," "moral turpitude," and "grave economic stringency").  Counsel for appellant conceded as much at oral  argument when he acknowledged that a non-tenured member  of the faculty may be dismissed for just cause without oneyear's notice, i.e., notwithstanding the previously cited "notice  of nonreappointment" provision.  If non-tenured faculty persons, who are covered by the "notice of nonreappointment"  provision admittedly can be dismissed for just cause without  one-year's notice, then there is no question that this very  same notice provision cannot limit the right of the University  to terminate tenured faculty members for just cause.  Indeed, as noted above, the Faculty Handbook explicitly states  that tenured faculty members may be terminated for just  cause, including for "grave economic stringency."  There is  no one-year notice requirement that limits this provision;  and  there is no serious dispute in this case that Dr. Katz was  terminated for any reason other than the alleged dire financial exigencies faced by the University.


28
Finally, Dr. Katz suggests that we should defer to the  views of the Grievance Panel and Grievance Code Committee  in interpreting the Faculty Handbook.  It is undoubtedly  correct that ambiguous contract terms "must be construed in  keeping with general usage and custom at the University and  within the academic community."  McConnell, 818 F.2d at 64; accord Greene v. Howard Univ., 412 F.2d 1128, 1135 (D.C.  Cir. 1969).  Accordingly, we may look to the decisions of the  Grievance Panel and Grievance Code Committee to gain an  understanding of the issues before us, just as we must give  due weight to the decision of the President of the University--the ultimate and final authority in the Grievance Procedure.  In the end analysis, however, it is the Faculty Handbook that controls.  See McConnell, 818 F.3d at 62-63.  And  in this case, the Faculty Handbook is unambiguously clear  that a tenured faculty person may be terminated for "just  cause" without one-year's notice.


29
On this record, we conclude that there is no merit whatsoever to Dr. Katz's claim that he was entitled to one-year's  notice before being terminated for just cause.  We therefore  affirm the District Court's denial of Dr. Katz's request for  preliminary injunction.


30
So ordered.

