         IN THE COURT OF APPEALS OF THE STATE OF MISSISSIPPI

                                NO. 2014-CA-00280-COA

HUMPHREYS COUNTY MEMORIAL                                                    APPELLANT
HOSPITAL

v.

DEBRA GRIFFIN                                                                  APPELLEE

DATE OF JUDGMENT:                          01/22/2014
TRIAL JUDGE:                               HON. JANNIE M. LEWIS
COURT FROM WHICH APPEALED:                 HUMPHREYS COUNTY CIRCUIT COURT
ATTORNEY FOR APPELLANT:                    WILLIE GRIFFIN
ATTORNEYS FOR APPELLEE:                    PRECIOUS T. MARTIN SR.
                                           CRYSTAL WISE MARTIN
                                           SUZANNE KEYS
NATURE OF THE CASE:                        CIVIL - CONTRACT
TRIAL COURT DISPOSITION:                   RULED IN FAVOR OF APPELLEE IN
                                           FINDING A LEGALLY BINDING AND
                                           ENFORCEABLE CONTRACT EXISTED
                                           BETWEEN THE PARTIES AND APPELLEE
                                           WAS ENTITLED TO SEVERANCE PAY
DISPOSITION:                               AFFIRMED - 07/21/2015
MOTION FOR REHEARING FILED:
MANDATE ISSUED:

       BEFORE GRIFFIS, P.J., ISHEE AND MAXWELL, JJ.

       ISHEE, J., FOR THE COURT:

¶1.    In December 2006, at the end of her five-year contract with Humphreys County

Memorial Hospital, Debra Griffin submitted her letter of resignation to the hospital board.

After some discussion at the board meeting, the minutes reflect that the board requested that

Griffin remain in her position as hospital administrator for another year so that the hospital

could seek a suitable replacement. She agreed. Shortly thereafter, the board reconvened and
terminated Griffin. Griffin filed suit in the Humphreys County Circuit Court seeking

severance payment pursuant to her contract. After a bench trial, the circuit court ruled in

favor of Griffin. The hospital now appeals. Finding no error, we affirm.

                                STATEMENT OF FACTS

¶2.    On January 1, 2002, the board and Griffin entered into a five-year contract to employ

Griffin as the hospital administrator. Over the next few years, Griffin came under scrutiny,

in part for failure to pay the hospital’s taxes but also for other financial problems suffered

by the hospital. During that time, the board’s attorney passed away and several board

members were replaced.

¶3.    In November 2006, Griffin submitted her letter of resignation to the board at a board

meeting. The board offered to “extend the contract” for another year if Griffin would agree

to remain in her position until a replacement could be found to begin work in January 2008.

Griffin agreed and withdrew her letter of resignation.

¶4.    Since the board was without an attorney, the board’s then-chairperson asked Griffin

to draft another contract to mirror her 2002 contract with the exception of the length of her

employment. Griffin drew up the contract, but quietly made several changes including the

addition of a provision dealing with venue and the deletion of a provision allowing for

termination for immoral conduct. One provision that was not altered from the 2002 contract

related to severance pay. Pursuant to the provision, Griffin was entitled to severance pay

unless she was terminated for the conviction of a felony, she died, or she resigned. The

board’s then-chairperson signed the 2007 contract. Nonetheless, despite numerous board



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meetings after the signing of the contract, the contract was never presented to the board for

approval.

¶5.    Griffin reported to work in January 2007. Shortly thereafter, the board convened

without her present and decided to terminate her employment. A letter of termination was

presented to Griffin to be effective immediately. Griffin requested severance pay, but her

request was denied. She then filed the instant lawsuit.

¶6.    After a bench trial on the matter, the circuit court determined that the 2007 contract

was void because it constituted an attempted unilateral modification to the existing 2002

contract. However, the circuit court determined that the board’s reflection in its minutes to

“extend Griffin’s contract” was an indication that there was a meeting of the minds to extend

the 2002 contract in its entirety for a period of one year and, thus, a valid contract existed

between the parties. Accordingly, the circuit court analyzed Griffin’s request for severance

pay under the provisions of the 2002 contract. In doing so, the circuit court determined that

severance pay was warranted. Both parties were asked to submit proposed amounts of

severance pay. After determining that vacation time was not authorized, the circuit court

relied on the agreed-upon base amount of $115,007.27 in awarding Griffin severance pay.

Aggrieved, the hospital now appeals.

                                       DISCUSSION

¶7.    In an appeal from a bench trial, “we review the circuit court’s interpretation and

application of the law de novo, and its findings of fact will not be reversed if supported by

substantial evidence.” Falkner v. Stubbs, 121 So. 3d 899, 901 (¶8) (Miss. 2013) (citation



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omitted). We have held that “[t]he existence of a contract and its terms are questions of fact

to be resolved by the fact-finder, whether a jury, or a judge in a bench[]trial.” Ammons v.

Cordova Floors Inc., 904 So. 2d 185, 188 (¶13) (Miss. Ct. App. 2005) (citation omitted).

¶8.    Here, the circuit court determined that the 2007 contract was void, but that the

extended 2002 contract constituted a valid and binding contract between the parties. The

circuit court further concluded that the contractual provision regarding severance pay was

applicable to the circumstances. The hospital argues that the circuit court erred in finding

that the 2002 contract was valid. The hospital also argues that the circuit court’s alternative

theory regarding equitable estoppel was erroneously applied.

¶9.    In its judgment, the circuit court relied on information contained in the board’s

minutes in finding that the 2002 contract was valid. As noted by the circuit court, it is well

settled that “boards . . . speak only through their minutes and their actions are evidenced

solely by entries on the minutes.” Thomspon v. Jones Cnty. Cmty. Hosp., 352 So. 2d 795,

796 (Miss. 1977) (citations omitted). The board’s minutes indicate that the agreement to

employ Griffin for the 2007 calendar year was based on the board’s understanding that it

would be a one-year extension of the existing 2002 contract instead of the creation of a new

contract. Specifically, on November 21, 2006, the minutes reflect the following:

       Debra Griffin reported that she . . . [has] resigned. . . . Debra Griffin’s last day
       is December 31, 2006.

       Debra Griffin was asked to stay on as [h]ospital [a]dministrator until the
       transition was complete. Debra Griffin agreed to do so; thus, her resignation
       was rescinded.

       Upon motion by Mr. Clarence Reed, with second by Mr. Ralph Sewell, the

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       members of the [b]oard . . . voted to extend her contract for one year.

¶10.   The 2007 contract was signed by the board’s then-chairperson and Griffin one day

later on November 22, 2006. Griffin was present at the next board meeting on December 12,

2006. No mention was made of the 2007 contract then or during the board meeting in

January 2007. Although the 2007 contract was signed by the board’s then-chairperson, there

is no mention in the minutes of any authority being given to the then-chairperson to act on

behalf of the board. However, at the December 12, 2006 board meeting, a motion to

reconsider “the year extension of Ms. Griffin’s contract and employ her month by month”

was proposed and rejected. It was made abundantly clear that only a one-year extension of

the existing 2002 contract was available to Griffin. Griffin continued working as usual

through January 9, 2007, when she received notice of her termination.

¶11.   The circuit court’s conclusion that the 2007 contract was legally null but that a one-

year extension of the 2002 contract was valid is supported by the record. The circuit court

properly relied on the board’s minutes in its analysis. As stated above, it appears that the

board never agreed to be bound to the 2007 contract and that the board’s then-chairperson

was the only board member with any knowledge that the 2007 contract even existed. Rather,

the board’s minutes indicate that the board only expressly agreed to commit to a one-year

extension of Griffin’s existing 2002 contract. The minutes further reflect that Griffin agreed

to the arrangement by rescinding her letter of resignation and continuing to come to work

until her termination.

¶12.   Although the contract in its entirety was not read into the board’s minutes, both parties



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were aware of the requirements of the contract, particularly with respect to the severance-pay

provision. “[A] contract with a public board may be enforced if enough of the terms and

conditions of the contract are contained in the minutes for determination of the liabilities and

obligations of the contracting parties . . . .” Id. at 797. The 2002 contract, including the

severance-pay provision, had been binding and effective for five consecutive years prior to

the November 2006 board meeting. It is without question that the board and Griffin were

each aware of respective liabilities and obligations under the terms of the contract.

¶13.     With respect to severance pay, the contract held the following:

         After such termination . . . the [h]ospital shall continue to pay [the]
         [a]dministrator her then monthly salary and benefits for the month in which her
         duties were terminated and for twelve (12) consecutive months thereafter as
         an agreed upon termination payment, except the [a]dministrator shall not
         receive any termination payment in the case of termination for cause due to
         [(i)] the conviction of the [a]dministrator for a felony crime, (ii) death of the
         [a]dministrator, or (iii) the resignation of the [a]dministrator.

The 2007 contract only differed in adding that severance pay should be made for any

remaining months left on the contract instead of twelve consecutive months, since the

contract was only for twelve months total.

¶14.     The circuit court determined that Griffin’s termination did not fall within one of the

three provisions listed above for excluding severance pay. This is supported by the record.

Accordingly, enforcement of the severance-pay provision was proper. This issue is without

merit.

¶15.     Having found that the circuit court did not err in its determination that the extended

2002 contract was valid and that enforcement of the severance-pay provision was proper, the



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hospital’s argument regarding the circuit court’s alternative theory of equitable estoppel is

moot.

¶16. THE JUDGMENT OF THE HUMPHREYS COUNTY CIRCUIT COURT IS
AFFIRMED. ALL COSTS OF THIS APPEAL ARE ASSESSED TO THE
APPELLANT.

    LEE, C.J., GRIFFIS, P.J., BARNES, MAXWELL, FAIR AND JAMES, JJ.,
CONCUR. CARLTON, J., CONCURS IN RESULT ONLY. IRVING, P.J., AND
WILSON, J., NOT PARTICIPATING.




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