
USCA1 Opinion

	




          July 13, 1994                                [NOT FOR PUBLICATION]                            UNITED STATES COURT OF APPEALS                                FOR THE FIRST CIRCUIT                                 ____________________        No. 94-1051                                   ROBERT LAWRENCE,                                Plaintiff, Appellant,                                          v.                             PROVIDENCE COLLEGE, ET AL.,                                Defendants, Appellees.                                 ____________________                     APPEAL FROM THE UNITED STATES DISTRICT COURT                           FOR THE DISTRICT OF RHODE ISLAND                    [Hon. Ronald R. Lagueux, U.S. District Judge]                                             ___________________                                 ____________________                                        Before                         Torruella and Stahl, Circuit Judges,                                              ______________                             and Carter,* District Judge.                                          ______________                                 ____________________            Harold E. Krause for appellant.            ________________            Marifrances McGinn with whom Richard P. McMahon and McMahon &            __________________           __________________     _________        McMahon were on brief for appellees.        _______                                 ____________________                                 ____________________        _____________________        *Of the District of Maine, sitting by designation.                                         -2-             CARTER, Chief District Judge.                     ____________________                       This  is an  appeal  by Robert  Lawrence from  the             district  court's  grant of  summary  judgment  in favor  of             Defendants,  Providence  College;  Father  John  Cunningham,             President of Providence College; Dr.  Francis MacKay, former             Vice  President of Providence  College; and  Helen Caldwell,             director of the marketing program at Providence College.                               I. FACTUAL BACKGROUND                                 _____________________                       Appellant  Lawrence   was  hired  as   an  adjunct             assistant professor in the Business Department of Providence             College for three consecutive one-year terms: 1988-89, 1989-             90,  1990-91.    Each  year the  parties  signed  a  written             agreement to cover the  upcoming academic year and providing             that  Lawrence would  be an  Adjunct Assistant  Professor in             Business.1    Before   the  expiration  of   the  Lawrence's             contract for the 1990-91 academic year, he was notified that             he would not be offered another teaching contract.                 Lawrence's  complaint alleges  that Providence  College, and             members  of  its  faculty,  breached  three  types  of  oral             promises  made to him.  First, the complaint alleges that in             June  of  1987, before  he  started  to work  at  Providence                                              ____________________             1There is no dispute that all of these contracts were fully             performed by the parties.                           College, Defendants  MacKay and  Caldwell  promised that  he             would be placed  in a tenure-track position in  the Business             Department in 1988.   In July of 1988, Lawrence  was offered             and  accepted an  adjunct faculty position.   At  that time,             Lawrence contends that he was assured by MacKay and Caldwell             that  a tenure-track  position  would be  opened for  him in             1989-90.  The  second oral contract  consists of an  alleged             promise made  in  the summer  of 1990,  when MacKay  assured             Lawrence  of his  support in  placing him in  a tenure-track             position.2  Finally,  Lawrence alleges that  in the fall  of                                              ____________________             2This Court views Appellant's favorable reading of MacKay's             alleged promise with skepticism.  The "promise" was             contained in a memorandum from MacKay to Appellant dated             August 22, 1990.  The memorandum, in its entirety, states:                              Your work on the MFAT in Business                            Administration is surely a                            noteworthy contribution to the                            field.  Your continuing association                            with ETS attests to the quality of                            the efforts you have made.                            I was glad to hear that you are                            near to completion of the work on                            your doctorate.  There would be                            complications with the tenure                            process if a shift to ordinary                            faculty were not done in the next                            two years.             Later, Lawrence characterizes the memorandum even more             favorably.  In his affidavit submitted in support of his             response to Defendants' motion for summary judgment he             states: "I received a memo from Dr. MacKay . . . indicating                                         -4-                                         -4-             1990,  MacKay told him that  his case would  be presented to             the Committee  on Academic  Tenure and Rank  sometime during             the spring term.                         The  district court  found that  the alleged  oral             agreement  between  the  parties  regarding  a  tenure-track             position was barred by the parole evidence rule  because the             terms  of  the  oral  agreement were  contradictory  to  the             complete  and  fully  integrated  written  agreements.    In             discussing  the  oral assurances  given  by  members of  the             college the district  court stated: "It's  clear to me  that             [the assurances]  would  create only  a  hope that  at  some             future time  he would  be put  in a  tenure-track position."             Hearing  Transcript   at  8.    The   court  concluded  that             "Providence College had  no contractual obligation .  . . to             put [Lawrence] on a tenure track or grant him tenure."  Id.                                                                      ___             Finding no  disputed material  issues of fact,  the district             court granted Defendants' motion for summary judgment.                                      II. DISCUSSION                                    ______________                       This   Court's  review   of  a   district  court's             disposition of  a motion  for summary judgement  is plenary,             Mesnick  v. General Elec. Co.,  950 F.2d 816,  822 (1st Cir.             _____________________________                                              ____________________             that he wanted to switch me to ordinary faculty or a tenure-             track position within a two (2) year period."  This is             obviously not the thrust of MacKay's memorandum.                                           -5-                                         -5-             1991),  cert. denied, ___ U.S. ___, 112 S.Ct 2965, 119 L.Ed.                     ____  ______             586 (1992);  Griggs-Ryan v.  Smith, 904 F.2d  112, 115  (1st                          _____________________             Cir.  1990), and  requires  the court  to determine  whether             "there is no genuine issue as to any material fact and . . .             the moving party is  entitled to a  judgment as a matter  of             law."  Fed. R. Civ. P. 56(c).  In this diversity action, the             substantive law of Rhode Island controls.                         The Court  will discuss each of  the three alleged             oral promises in turn.   First, Lawrence claims that  he was             promised a  tenure-track position  on at least  two separate             occasions: June 1987 and  July 1988.  Subsequent to  each of             these alleged promises,  Lawrence signed a one-year  adjunct             faculty contract with Providence College.   Appellant argues             that these  oral agreements with Providence  College are not             barred  because the terms are collateral to the terms of the             written agreements.   Specifically, Plaintiff contends  that             the one-year term of the contract was  incomplete because it             was  silent  as  to  tenure status  and  future  employment.             Appellees  respond  arguing  that  the term  and  status  of             Lawrence's adjunct teaching position was an  unambiguous and             integral  part  of the  written  agreements.   Therefore,  a             multi-year,  tenure-track  position was  expressly precluded             from the one-year contracts.                                         -6-                                         -6-                       Appellant's claim focuses the Court's attention on             both the duration  and status of his employment  and whether             the collateral oral agreements should be considered to alter             the written  contracts.   Appellant argues that  the written             contracts were silent as to tenure-track position.  Although             this   statement  is  true,   the  contracts   provide  that             Lawrence's  position   is  that  of   an  Adjunct  Assistant             Professor in  Business.    The  Providence  College  Faculty             Manual,   specifically   incorporated   into   the   written             employment contracts, breaks down the faculty designation in             three  broad categories:  Ordinary Faculty,  Special Faculty             and  Emeriti.   The Adjunct  Faculty designation  falls only             under  the  classification  of  Special  Faculty.3    Tenure                                              ____________________             3Although more than one version of the Faculty Manual             existed over the life of the three consecutive one-year             contracts, the provisions relating to faculty designation             remained the same.  Ordinary Faculty is described, in part,             as                            The Ordinary Faculty consist of                            those who hold one of the following                            academic ranks: Professor,                            Associate Professor, Assistant                            Professor, Instructor. . . . Those                            holding membership in the Ordinary                            Faculty enjoy the rights,                            privileges and responsibilities                            relating to salary, tenure, tuition                            remission, leaves, retirement and                            College administration as they are                            set forth in this Manual.                                          -7-                                         -7-                                              ____________________             Faculty Manual at 7.  Special Faculty is described, in part,             as                                          Personnel holding one of the below-                            designated ranks are appointed for                            specific terms (one semester, one                            year, three years, etc.) to fill a                            specific need.  Status, rank and                            term of service are established at                            the time the contract is awarded                            for the term of the contract.                             While contracts may be renewed, no                            renewal is automatic and the tenure                                                         ______                            provisions applicable to members of                            __________                            the Ordinary Faculty are                            specifically excluded from this                            ____________ ________                            category.                                 . . . .                                  Adjunct Faculty - Personnel engaged                                 as full or part-time faculty, whose                                 appointment is to be reviewed by                                 the Committee on Academic Rank and                                 Tenure prior to the awarding of the                                 initial contract and any subsequent                                 contract in a category other than                                 that of the original contract.                                  Those serving on a full-time basis                                 will have their benefit                                 entitlements, if any, specified in                                 writing at the time of appointment.                                      . . . .                                      . . . .                                      . . . .                                      Other Adjunct Ranks -                                       Those who serve                                      full-time                                      appointments usually                                      associated with an                                         -8-                                         -8-             eligibility  and tenure  procedures  at  Providence  College             apply  only to Ordinary  Faculty, as defined  in the Faculty             Manual.                         With  regard  to   duration  of  employment,   the             contract's limitation  to one year is  an explicit statement             that it will not extend beyond one year.  Appellant suggests             that entering into  a one-year contract  does not exclude  a             tenure-track or  multi-year position.  Although  this may be             true  in some  instances,  the facts  of  this case  do  not             support such a claim.  The Providence College Faculty Manual             specifically provides that tenure-track positions fall under             a different category than  adjunct positions and that tenure             provisions are not applicable to the adjunct category.   See                                                                      ___             supra n.3.                    _____                                              ____________________                                      academic department                                      in one of the                                      following ranks:                                      Adjunct Instructor,                                      Adjunct Assistant                                      Professor, Adjunct                                                 _______                                      Associate Professor                                      ___________________                                      and Adjunct                                      Professor.  Such                                      adjunct faculty must                                      possess academic                                      qualifications that                                      would otherwise                                      admit them to the                                      Ordinary Faculty.             Id. at 7-9 (emphasis added).             ___                                         -9-                                         -9-                       In  sum, the  written agreement was  complete with             respect   to  the   nature  and   duration   of  Appellant's             employment.  The promise of a tenure-track position asserted             by  Appellant  to  be  a  collateral  part  of  the  parties             agreement  is inconsistent  with  the express  terms of  the             written  contracts.    In  each instance,  the  promise  was             followed by a fully integrated written contract.  Hence, the             district court was correct in applying Rhode Island's parole             evidence rule to exclude  evidence of the earlier negotiated             inconsistent terms of employment.   Industrial National Bank                                                 ________________________             v. Peloso, 121  R.I. 305, 397 A.2d 1312,  1314 (1979)("parol             _________             evidence rule merely  renders inadmissible  any evidence  of             prior  or contemporaneous  collateral  agreements  aimed  at             altering, varying  or  contradicting a  written  document");             American Underwriting Corp.  v. Rhode Island  Hospital Trust             ____________________________________________________________             Co., 111 R.I.  415, 303 A.2d 121 (1973); Supreme Woodworking             ___                                      ___________________             Co. v. Zuckerberg, 82 R.I 247, 107 A.2d 287 (1954).               _________________                       Appellant alleges that  MacKay made two additional             promises to him.  Although not specifically mentioned by the             district  court  in  its  decision,  the  inclusion  of  the             promises   in   Lawrence's   complaint  warrants   a   brief             discussion.    The alleged  promises  --  that MacKay  would             support Appellant's shift from  special to ordinary  faculty                                         -10-                                         -10-             and that MacKay  would present Appellant  as a candidate  to             the  Committee on Academic Tenure and Rank -- occurred after                                                                    _____             the final contract was  signed and are not supported  by any             consideration.   Hayes  v. Plantations  Steel Co.,  438 A.2d                              ________________________________             1091, 1094 (R.I. 1982)("In this  jurisdiction, consideration             consists either in some right, interest, or benefit accruing             to   one   party   or   some   forbearance,   detriment,  or             responsibility   given,  suffered,  or   undertaken  by  the             other."); Dockery v. Greenfield,  86 R.I. 464, 136 A.2d  682                       _____________________             (1957); Darcey v. Darcey, 29 R.I. 384, 71 A. 595 (1909).  As                     ________________             such these claims  facially fail the test of  an enforceable             contract.  The court concludes, therefore, that the district             court  properly  granted   Defendants  motion  for   summary             judgment.                       The judgment of the district court is AFFIRMED.                                                             ________                                         -11-                                         -11-
