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                                                      ADVANCE SHEET HEADNOTE
                                                                 January 14, 2019

                                      2019 CO 5

No. 17SC139, School Dist. No. 1 v. Denver Classroom Teachers Ass’n—Labor and
Employment—Collective Bargaining—Contract Interpretation.

      A dispute arose between a school district and a teachers’ association regarding

whether, pursuant to the terms of several collective bargaining agreements, the school

district was required to compensate teachers for attending English Learning Acquisition

(ELA) training. The trial court found the agreements ambiguous and asked the jury to

interpret them. The jury, in turn, returned a verdict for the teachers’ association. The

school district appealed, and the court of appeals affirmed. The supreme court now

affirms the judgment of the court of appeals, albeit on slightly different grounds. The

court acknowledges that the agreements contain a management rights clause, which

grants the school district control over all lawful rights and authority not expressly

addressed in the agreements. But because the “In-Service Education” provision in the

agreements is fairly susceptible to being interpreted as expressly requiring payment for

ELA training, the court cannot conclude that the management rights clause allows the

school district to refuse to pay for such training. Therefore, the supreme court agrees
with the court of appeals that the pertinent contract provisions are ambiguous and that

their interpretation was correctly submitted as a factual issue to the jury.
                     The Supreme Court of the State of Colorado
                     2 East 14th Avenue • Denver, Colorado 80203

                                       2019 CO 5

                          Supreme Court Case No. 17SC139
                        Certiorari to the Colorado Court of Appeals
                         Court of Appeals Case No. 15CA0965

                                       Petitioners:

   School District No. 1 in the County of Denver and State of Colorado and Board of
   Education of School District No. 1 in the County of Denver and State of Colorado,

                                            v.

                                      Respondent:

                       Denver Classroom Teachers Association.

                                  Judgment Affirmed
                                        en banc
                                    January 14, 2019


Attorneys for Petitioners:
Semple, Farrington & Everall, P.C.
M. Brent Case
Jonathan P. Fero
      Denver, Colorado

Attorney for Respondent:
Sharyn E. Dreyer
      Denver, Colorado




JUSTICE SAMOUR delivered the Opinion of the Court.
¶1     The English Learning Acquisition (ELA) program aims to assist students who have

limited English language proficiency. A federal court’s Consent Order requires School

District No. 1 in Denver and its Board of Education (collectively “the District”) to staff

teachers who are “fully qualified” to teach English language learners. Starting in the mid-

1990s, the District compensated its teachers for ELA training.1               But the District

discontinued that practice after the 2006–07 school year.

¶2     Believing that the decision to stop paying teachers for ELA training violated a

series of the parties’ Collective Bargaining Agreements (CBAs),2 the Denver Classroom

Teachers Association (DCTA) pursued a grievance against the District that was referred

to nonbinding arbitration and resulted in a recommendation in favor of the DCTA.

Because the District declined to adopt that recommendation, however, the DCTA brought

this suit asserting a breach-of-contract claim against the District. The trial court ruled

that the relevant provisions of the CBAs are ambiguous and that their interpretation was,

therefore, an issue of fact for the jury. The jury, in turn, found the District liable for breach

of contract and awarded damages to the DCTA. A division of the court of appeals




1 For the sake of brevity, throughout this opinion we refer to compensation or payment
for time spent in ELA training as compensation or payment for ELA training.
2The District and the DCTA have entered into several CBAs and extensions: the 2005–08
CBA, the 2008–11 CBA, the 2011–12 Extension, and the 2012–15 Extension (collectively
“the CBAs”). By and large, the extensions adopted the CBA provisions with few
modifications of no relevance here.

                                               2
subsequently affirmed the judgment of the trial court. We now affirm the judgment of

the court of appeals, albeit on slightly different grounds.

¶3     We conclude that the interpretation of the CBAs was properly submitted as an

issue of fact to the jury because the CBAs are ambiguous regarding payment for ELA

training. We are mindful that the management rights clause in the CBAs confers to the

District broad rights that are constrained only by express terms to the contrary. But

because the CBAs are fairly susceptible to being interpreted as expressly requiring

compensation for ELA training, we cannot conclude that the management rights clause

includes the right to refuse to pay for ELA training. This is not a situation in which the

CBAs are silent on the issue of compensation for ELA training. Therefore, we disagree

with the District that our decision in City and County of Denver v. Denver Firefighters Local

No. 858 (Denver Firefighters), 2014 CO 15, 320 P.3d 354, is dispositive. Because Denver

Firefighters is factually distinguishable, it is of no avail to the District.

                             I. Facts and Procedural History

¶4     The District is responsible for educating at least 30,000 students whose first

language is not English. Under a federal court’s Consent Order, the District is required

to employ “fully qualified” teachers for these students. The District’s teachers must do

one of two things to become fully qualified: (1) get a state endorsement to teach English

language learners (by obtaining a state-approved master’s degree), or (2) complete ELA

training within two years of being hired. Beginning in the mid-1990s, the District paid

its teachers for ELA training. But in 2008, the District decided it would no longer do so.



                                                3
In lieu of compensation, the District began to offer teachers academic course credit for

ELA training.

¶5     Unhappy with this change in policy, the DCTA pursued a grievance. Following

nonbinding arbitration proceedings that culminated in a recommendation that was

favorable to the DCTA but was rejected by the District, the DCTA brought this suit for

breach of contract. Before trial, the District moved for summary judgment. Relying on

the management rights clause, the District argued that the CBAs unambiguously

establish that it retains the right to refuse to pay for ELA training. The trial court

disagreed, concluded that the CBAs are ambiguous, and asked the jury to interpret the

pertinent contract provisions. The jury found that the CBAs require payment for ELA

training, returned a verdict for the DCTA on the breach-of-contract claim, and awarded

the DCTA damages in excess of $1.1 million.

¶6     A division of the court of appeals affirmed, concluding that the jury was properly

asked to ascertain the meaning of the relevant contract provisions because the CBAs are

ambiguous regarding compensation for ELA training. Denver Classroom Teachers Ass’n v.

Sch. Dist. No. 1 in Denver & Colo. (Denver Classroom Teachers), 2017 COA 2, ¶¶ 13–18,

__ P.3d __. The division acknowledged that the CBAs contain a management rights

clause, which gives the District control over “[a]ll lawful rights and authority” not

expressly addressed in the CBAs. Id. at ¶ 14. It further recognized that ELA training is a

posted job requirement and the CBAs are silent on whether the District is required to pay

teachers for fulfilling a posted job requirement. Id. at ¶¶ 15–16. But the division observed

that the CBAs require “payment for work beyond the forty-hour week, and . . . the ELA

                                             4
training may fall into that category.” Id. at ¶ 17. Thus, reasoned the division, the CBAs

are “fairly susceptible to being interpreted to require payment” for ELA training. Id.

¶7       Notably, the division found unpersuasive the District’s reliance on Denver

Firefighters:

         [I]n that case the supreme court determined that the CBA in question
         unambiguously gave the city the right to draft and implement the disputed
         terms. Here, in contrast, we have concluded that the CBAs are ambiguous
         regarding payment for ELA training. Therefore, although management
         rights clauses provide expansive rights under certain circumstances, those
         circumstances are not present in this case.

Id. at ¶ 18. This appeal followed.3

                                        II. Analysis

¶8       The court of appeals determined that, since the provision in the CBAs requiring

payment for work beyond the forty-hour week may include ELA training, the CBAs are

fairly susceptible to being interpreted as requiring payment for such training. Id. at

¶¶ 16–17. The District contends that the court of appeals improperly narrowed the scope

of the holding in Denver Firefighters by giving short shrift to the management rights clause

in the CBAs. Relying on the management rights clause, the District urges that it retains




3   We granted certiorari to review the following question:
         Whether the court of appeals improperly narrowed this Court’s decision in
         City and County of Denver v. Denver Firefighters Local No. 858, 320 P.3d 354
         (Colo. 2014), by failing to credit expansive management rights clauses and
         finding ambiguity where collective bargaining agreements did not
         expressly limit the authority to require teachers to complete ELA training
         as a job condition without additional compensation.

                                              5
the right to refuse to pay for ELA training because the CBAs do not expressly address

compensation for the fulfillment of a posted job requirement. We are unpersuaded.

¶9     The CBAs require payment for “Extra Duty,” including “In-Service Education,”

and we conclude that the term “In-Service Education” is fairly susceptible to being

interpreted as including ELA training. Therefore, we agree with the court of appeals that

the trial court properly submitted the interpretation of the pertinent contract provisions

to the jury.4

¶10    In addressing the merits of the District’s position, we analyze the relevant

provisions of the CBAs and review our decision in Denver Firefighters. Before doing so,

though, we take a moment to set forth the standard of review that governs this appeal

and the tenets of contract interpretation that guide our decision.

                                A. Standard of Review

¶11    The interpretation of a contract presents a question of law. Laleh v. Johnson, 2017

CO 93, ¶ 18, 403 P.3d 207, 211. Therefore, we review the judgment of the court of appeals

de novo. Denver Firefighters, ¶ 7, 320 P.3d at 357.




4Our conclusion renders inconsequential the District’s assertion based on the CBAs’ lack
of express terms regarding compensation for the fulfillment of a posted job requirement.

                                             6
                         B. Tenets of Contract Interpretation

¶12    Our primary goal when we interpret a contract is to discern and effectuate the

parties’ intent. Rocky Mountain Exploration, Inc. v. Davis Graham & Stubbs LLP, 2018 CO

54, ¶ 59, 420 P.3d 223, 235. “We ascertain the parties’ intent ‘primarily from the language

of the instrument itself.’” Id. (quoting Ad Two, Inc. v. City & Cty. of Denver, 9 P.3d 373, 376

(Colo. 2000)).

¶13    In determining whether certain provisions of a contract are ambiguous, we focus

on the words employed and construe any undefined words “in harmony with the[ir]

plain and generally accepted meaning . . . and by reference to all the parts and provisions

of the agreement and the nature of the transaction which forms its subject matter.”

Cheyenne Mountain Sch. Dist. No. 12 v. Thompson, 861 P.2d 711, 715 (Colo. 1993). We may

consult definitions in recognized dictionaries to give undefined words their plain and

generally accepted meaning. Renfandt v. N.Y. Life Ins. Co., 2018 CO 49, ¶ 18, 419 P.3d 576,

580.

¶14    If the contract is complete and free from ambiguity, we deem it to represent the

parties’ intent and enforce it based on the plain and generally accepted meaning of the

words used. Rocky Mountain, ¶ 59, 420 P.3d at 235. But “if it is fairly susceptible to more

than one interpretation,” the contract is ambiguous and “the meaning of its terms is

generally an issue of fact to be determined in the same manner as other disputed factual

issues.” Dorman v. Petrol Aspen, Inc., 914 P.2d 909, 912 (Colo. 1996) (quoting Fibreglas

Fabricators, Inc. v. Kylberg, 799 P.2d 371, 374 (Colo. 1990) and Union Rural Elec. Ass’n v.

Public Utils. Comm’n, 661 P.2d 247, 251 n.5 (Colo. 1983)).

                                              7
               C. Relevant Contract Provisions and Denver Firefighters

¶15      Article 2-7 of the CBAs recognizes that the District has the “authority to establish

policies and regulations for the management of all the operations and activities of the

District.” This acknowledgement is followed by a management rights clause: “All lawful

rights and authority of the [District] not modified by [the CBAs] are retained by the

[District].” The District places considerable stock in this clause.

¶16      We construed a management rights clause in a collective bargaining agreement in

Denver Firefighters.5 There, we explained that the management rights clause in the

agreement between the City and the firefighters “illustrate[d] that the expansive rights

retained by the City . . . [were] constrained only by express terms to the contrary.” Denver

Firefighters, ¶ 18, 320 P.3d at 360. Because the parties’ agreement was “silent with regard

to a specific management right”—the right to change the disciplinary system governing

the firefighters—we had to “assume that the City ha[d] retained authority over that

right.” Id.

¶17      In stark contrast, here, the CBAs contain provisions that are fairly susceptible to

being interpreted as expressly depriving the District of authority over compensation for




5   The management rights clause in that case read as follows:
         Except as otherwise specifically provided in this Agreement, the City has
         the sole and exclusive right to exercise all the rights or functions of
         management and the exercise of any such rights or functions shall not be
         subject to any grievance procedure, except as to resolution of whether or
         not a specific matter is a management right.
Denver Firefighters, ¶ 18, 320 P.3d at 360.

                                              8
ELA training. This is evident in Articles 32-1 and 32-3 of the CBAs. The former provides

that “any time a teacher agrees to perform work for the District beyond the work week

or [contract] year, that teacher will be compensated as described in this Article” (emphasis

added).6 The latter directly addresses compensation for “Extra Dut[ies]” undertaken by

teachers outside the work week or contract year. Such extra duties include “Curriculum

Development Assignments,” “Summer School Teaching,” “Senior High Stage Manager,”

and, of particular relevance here, “In-Service Education.” For each extra duty, Article

32-3 establishes an hourly rate; for example, the hourly rate for “In-Service Education” is

$21.57.

¶18    “In-Service Education” is not defined in the CBAs, but in the context pertinent

here, the term is commonly understood to refer to “training and education given to

employed     teachers   throughout     their   career.”    In-service   Education,   Collins

English Dictionary, https://www.collinsdictionary.com/dictionary/english/in-service-

education [https://perma.cc/M7WR-5T5U]. Even in contexts outside of teaching, the

term has a similar definition.       For instance, Mosby’s Medical Dictionary defines

“in[-]service education” as “a program of instruction or training provided by an agency

or institution for its employees,” which “is intended to increase the skills and competence




6 Article 8-1 defines a teacher’s “contract year” as “one hundred eighty-one (181) days.”
A teacher’s “work week” is defined in Article 8-2 as “forty (40) hours.” In amendments
to the CBAs after this lawsuit was filed, the number of days in a contract year was
increased to 184.

                                               9
of    the   employees    in   a   specific   area.”     Inservice   Education,   The    Free

Dictionary,      https://medical-dictionary.thefreedictionary.com/inservice+education

[https://perma.cc/V46L-FLVN] (quoting Mosby’s Medical Dictionary (9th ed. 2009)).

¶19     Giving effect to the plain and generally accepted meaning of the term “In-Service

Education,” Articles 32-1 and 32-3 are fairly susceptible to being interpreted as requiring

compensation at an hourly rate of $21.57 for the extra duty of ELA training. ELA training

can certainly be understood as training or education given to employed teachers.

Further, ELA training may reasonably be deemed a program of instruction or training

intended to increase the skills and competence of teachers who work with English

language learners.7 Thus, the trial court correctly ruled that the CBAs are ambiguous and

that the jury should decide whether they require the District to compensate teachers for

ELA training.8

¶20     The District cautions us that affirming the court of appeals will “discredit

management rights clauses in collective bargaining agreements across the State” and will




7Recall that the District compensated its teachers for ELA training between the mid-1990s
and 2008, which included the timeframe governed by the parties’ 2005–08 CBA.

8The court of appeals upheld the trial court’s judgment based on Article 32-1 of the CBAs.
As we mentioned earlier, it determined that, “[b]ecause the [CBAs] provide for payment
for work beyond the forty-hour week, and because the ELA training may fall into that
category, the [CBAs are] fairly susceptible to being interpreted to require payment for
such work.” Denver Classroom Teachers, ¶ 17. We take a somewhat different path: in
addition to relying on Article 32-1, we rely on Article 32-3, including its reference to “In-
Service Education.”

                                             10
“eviscerate” our decision in Denver Firefighters. But nothing in this opinion can be read

as gutting management rights clauses or undermining Denver Firefighters. Rather, Denver

Firefighters is simply inapposite. Whereas the CBA in Denver Firefighters was silent on

discipline, the CBAs here are not silent on compensation for training and education

completed as an extra duty. To the contrary, they expressly require it, which means that

the District does not retain the authority to decide whether to pay teachers for such

training and education.

¶21   Where the District falters is in equating the CBAs’ use of the broader term, “In-

Service Education”—instead of the more specific term, “ELA training”—with the

complete absence of express terms related to ELA training. The District’s position is

flawed for two reasons. First, the plain meaning of “In-Service Education” is fairly

susceptible to being interpreted as encompassing ELA training. Consequently, the CBAs

cannot reasonably be considered silent on ELA training.9          Second, the District’s

construction could deny teachers payment for any “In-Service Education” simply because

the training or education program attended is not specifically identified in the CBAs. 10

Payment for any such program, the District could argue, is not required because there is




9We disagree with the court of appeals’ observation that the CBAs “are silent on whether
work beyond” the set number of weekly or yearly hours “includes [ELA] training,”
Denver Classroom Teachers, ¶ 16. Work beyond the forty-hour week or contract year
clearly includes “In-Service Education,” and, as we have now determined, “In-Service
Education” can be reasonably understood to encompass ELA training.
10 The CBAs do not refer to any “In-Service Education” programs specifically; they simply

refer to “In-Service Education.”

                                           11
no express term in the CBAs related to compensation for attending that specific program.

In our view, the management rights net cannot be cast so broadly that it renders void or

meaningless the express provision requiring the District to pay teachers for any “In-

Service Education” completed.

¶22    Given that “In-Service Education” is fairly susceptible to being interpreted to

include ELA training, and given further that the District does not retain the authority to

determine whether to pay teachers for “In-Service Education,” the District’s reliance on

the management rights clause is misplaced. The court of appeals correctly ruled that the

interpretation of the CBAs was a factual question that the trial court aptly submitted to

the jury.

                                     III. Conclusion

¶23    We conclude that the court of appeals correctly decided that it was proper to

submit the interpretation of the CBAs as an issue of fact to the jury because the CBAs are

ambiguous regarding payment for ELA training. Therefore, we affirm the judgment of

the court of appeals, albeit on slightly different grounds.




                                            12
