- 1 -

Nebraska Court of Appeals Advance S

25 Nebraska Appellate Repor

CROZIER v. BROWNELL-TALBOT SCHOOL

Cite as 25 Neb. App. 1

Paula M. Crozier, appellant

v. Brownell-Talbot Sch

a Nebraska nonprof

corporation, appelle

___ N.W.2d ___

Filed August 22, 2017. No. A-16-202.

1. Summary Judgment: Appeal and Error. An appellate court will affirm 

a lower court’s grant of summary judgment if the pleadings and admissible evidence offered at the hearing show that there is no genuine issue 

as to any material facts or the ultimate inferences that may be drawn 

from those facts and that the moving party is entitled to judgment as a 

matter of law.

2. ____: ____. In reviewing a summary judgment, an appellate court views 

the evidence in the light most favorable to the party against whom the 

judgment was granted and gives that party the benefit of all reasonable 

inferences deducible from the evidence.

3. Contracts. Whether a contract is ambiguous is a question of law.

4. Appeal and Error. An appellate court resolves questions of law independently of the conclusions reached by the trial court.

5. Contracts: Words and Phrases. A contract is ambiguous when a word, 

phrase, or provision in the contract has, or is susceptible of, at least two 

reasonable but conflicting interpretations or meanings.

6. Contracts. When a court has determined that ambiguity exists in a 

document, an interpretative meaning for the ambiguous word, phrase, or 

provision in the document is a question of fact for the fact finder.

7. Contracts: Parol Evidence. A written instrument is open to explanation 

by parol evidence when its terms are susceptible to two constructions or 

where the language employed is vague or ambiguous.

8. Contracts: Juries: Courts. When the terms of a contract are in dispute 

and the real intentions of the parties cannot be determined from the 

words used, the jury, and not the court, should determine the issue from 

all the facts and circumstances.

Nebraska Supreme Court Online Library

www.nebraska.gov/apps-courts-epub/

08/22/2017 09:09 AM CDT
- 2 -

Nebraska Court of Appeals Advance S

25 Nebraska Appellate Repor

CROZIER v. BROWNELL-TALBOT SCHOOL

Cite as 25 Neb. App. 1

9. Contracts: Summary Judgment. When it is established that a contract 

is ambiguous, the meaning of its terms is a matter of fact to be determined in the same manner as other questions of fact which preclude 

summary judgment.

10. Termination of Employment. Unless constitutionally, statutorily, or 

contractually prohibited, an employer, without incurring liability, may 

terminate an at-will employee at any time with or without reason.

11. Employment Contracts: Termination of Employment: Good Cause.

A contract for employment for a defined term cannot lawfully be terminated prior to the expiration of that term without good cause.

12. Termination of Employment: Good Cause: Words and Phrases.

“Good cause” for an employee’s dismissal is that which a reasonable 

employer, acting in good faith, would regard as good and sufficient 

reason for terminating the employee’s services, as distinguished from 

arbitrary whim or caprice.

13. Termination of Employment: Good Cause. Whether good cause 

existed for discharging an employee is a question of fact.

14. Trial: Evidence. Where the facts are undisputed or are such that reasonable minds can draw but one conclusion therefrom, a question can be 

determined as a matter of law.

Appeal from the District Court for Douglas County: 

Kimberly Miller Pankonin, Judge. Reversed and rem

for further proceedings.

Justin D. Eichmann, of Houghton, Bradford & Whitted, P.C., 

L.L.O., for appellant.

Kathryn A. Dittrick, Sarah L. McGill, and Rhianna A. 

Kittrell, of Fraser Stryker, P.C., L.L.O., for appellee.

Inbody, Riedmann, and Arterburn,

Riedmann, Ju

INTRODUCTION

Paula M. Crozier appeals the order of the district court 

for Douglas County which granted summary judgment in 

favor of Brownell-Talbot School (Brownell). We conclude that 

genuine issues of material fact preclude the entry of summary 

judgment and therefore reverse the district court’s order and 

remand the cause for further proceedings.
- 3 -

Nebraska Court of Appeals Advance S

25 Nebraska Appellate Repor

CROZIER v. BROWNELL-TALBOT SCHOOL

Cite as 25 Neb. App. 1

BACKGROUND

Crozier resigned from her position as executive director 

of a nonprofit organization in March 2014, and shortly thereafter applied for the position of director of communications 

and marketing at Brownell. She participated in two rounds of 

interviews, including one telephone interview and one inperson 

interview. During the inperson interview, she was asked why 

she left her last employment. Crozier responded that she left 

“due to differences in business practices and ethical standards.” 

Brownell subsequently offered the position to Crozier and sent 

her an offer letter, which she was to sign and return prior to 

starting work.

The offer letter stated, “It is with great pleasure that I 

offer you the position of Director of Communications and 

Marketing.” The letter further stated, “This position is considered a twelve-month position beginning May 5, 2014 to 

June 30, 2015 with an annual salary of $55,000.00.” The letter 

referenced various benefits, such as sick days, insurance, and 

retirement, some of which were to take effect after 2 years 

of employment.

Brownell sent the offer letter to Crozier on April 28, 2014. 

She signed it the following day and returned it. On May 1, 

Brownell announced to its community, including parents and 

board members, that it had hired Crozier. In the announcement, Brownell mentioned Crozier’s prior executive director position.

On May 2, 2014, a newspaper article was published concerning problems facing Crozier’s former employer. Among 

the issues mentioned were billing and management problems, 

as well as the failure to adequately respond to an allegation of 

sexual abuse by an employee. The newspaper article did not 

include specific dates of the incidents involved nor did it mention Crozier’s name.

Crozier brought the article to the attention of her direct 

supervisor who then delivered it to Brownell’s head of school. 

The head of school called a meeting with Crozier the same 
- 4 -

Nebraska Court of Appeals Advance S

25 Nebraska Appellate Repor

CROZIER v. BROWNELL-TALBOT SCHOOL

Cite as 25 Neb. App. 1

day. In the meeting, Crozier explained that she was not responsible for any of the issues mentioned in the article and that 

she had resigned prior to the incident involving alleged sexual 

abuse by an employee. She further informed the head of school 

that she had resigned from her former employment after discovering the improprieties mentioned in the news article and 

reporting them to the attorney general and the Department of 

Health and Human Services. Later that day, Brownell made 

the decision to “retract” the offer to Crozier, citing public 

relations concerns and damage to its reputation as a result of 

hiring Crozier.

Crozier filed a complaint against Brownell for breach of 

contract. She subsequently filed a motion for partial summary 

judgment, and Brownell filed a cross-motion for summary 

judgment. After a hearing, the district court granted Brownell’s 

motion for summary judgment and dismissed the complaint, 

finding that the durational terms in the letter were ambiguous 

and that there was no clear intent sufficient to overcome the 

presumption of at-will employment. The district court further found that Brownell had good cause to revoke the offer. 

Crozier now appeals.

ASSIGNMENTS OF ERROR

Crozier assigns that the district court erred in (1) failing to 

determine she had established a contract of employment with 

Brownell, (2) determining that the parties’ contract failed to 

overcome any presumption of at-will employment, (3) determining that the terms of the parties’ contract were ambiguous, 

(4) determining that good cause existed for terminating the 

contract, and (5) failing to determine that Brownell breached 

its contract of employment with her.

STANDARD OF REVIEW

[1,2] An appellate court will affirm a lower court’s grant of 

summary judgment if the pleadings and admissible evidence 

offered at the hearing show that there is no genuine issue as 
- 5 -

Nebraska Court of Appeals Advance S

25 Nebraska Appellate Repor

CROZIER v. BROWNELL-TALBOT SCHOOL

Cite as 25 Neb. App. 1

to any material facts or the ultimate inferences that may be 

drawn from those facts and that the moving party is entitled 

to judgment as a matter of law. O’Brien v. Bellevue Public 

Schools, 289 Neb. 637, 856 N.W.2d 731 (2014). In reviewing 

a summary judgment, an appellate court views the evidence in 

the light most favorable to the party against whom the judgment was granted and gives that party the benefit of all reasonable inferences deducible from the evidence. Id.

ANALYSIS

Contract of Employment.

Crozier’s first three assignments of error focus on the effect 

of the offer letter. The district court concluded that the letter was insufficient to establish a clear intent to enter into an 

employment contract for a defined term; therefore, Crozier was 

hired as an at-will employee. Specifically, the court stated:

The language of the offer letter states it is a “twelvemonth position beginning May 5, 2014 to June 30, 2015 

with an annual salary of $55,000.00” and also references certain benefits that will apply after two years of 

employment. The Court finds these terms are ambiguous, as they can be interpreted in more than one way. 

Thus, there was no meeting of the minds nor clear 

intent sufficient to overcome the presumption of at-will 

employment.

While we agree that the terms of the offer letter are ambiguous as to the duration of Crozier’s employment, we disagree 

with the district court’s conclusion that the ambiguity in duration provided a basis upon which to grant Brownell’s motion 

for summary judgment.

[3-5] Whether a contract is ambiguous is a question of law. 

Davenport Ltd. Partnership v. 75th & Dodge I, L.P., 279 Neb. 

615, 780 N.W.2d 416 (2010). An appellate court resolves 

questions of law independently of the conclusions reached by 

the trial court. See id. A contract is ambiguous when a word, 

phrase, or provision in the contract has, or is susceptible of, 
- 6 -

Nebraska Court of Appeals Advance S

25 Nebraska Appellate Repor

CROZIER v. BROWNELL-TALBOT SCHOOL

Cite as 25 Neb. App. 1

at least two reasonable but conflicting interpretations or meanings. David Fiala, Ltd. v. Harrison, 290 Neb. 418, 860 N.W.2d 

391 (2015). Here, we find that the terms of the contract are 

facially ambiguous. Specifically, we note the offer letter references a “twelve-month position” and an “annual salary” but 

also gives a term of employment from May 5, 2014, to June 

30, 2015. No reading of this letter on its face can reconcile 

these conflicting durations, which stand in direct contradiction 

of one another. Such conflict renders it uncertain whether the 

parties intended the duration of the position to be 12 months 

or 14 months.

[6,7] When a court has determined that ambiguity exists 

in a document, an interpretative meaning for the ambiguous 

word, phrase, or provision in the document is a question of 

fact for the fact finder. Davenport Ltd. Partnership v. 75th & 

Dodge I, L.P., supra. A written instrument is open to explanation by parol evidence when its terms are susceptible to two 

constructions or where the language employed is vague or 

ambiguous. Id.

Brownell’s director of business and finance testified via 

deposition that the reference to a 12-month position was to 

differentiate the position “from other staff that during a school 

year are only 10-month employees or 9-month employees.” 

He further testified that the reference to the annual salary 

was for purposes of determining her monthly rate of pay; in 

other words, “the [$]55,000 would be divided into twelfths 

and would be paid every month based on that, but for a term 

from May of 2014 through June of 2015, that would actually 

be 14 months.”

[8,9] If the fact finder were to accept these explanations, it 

presumably could determine that the letter extended an offer 

of employment for a definite term of May 5, 2014, to June 

30, 2015, at a specific rate of pay, thereby finding that Crozier 

was hired for a definite term. But determining how ambiguous terms are to be interpreted is beyond the province of a 

court on a summary judgment motion. When the terms of a 
- 7 -

Nebraska Court of Appeals Advance S

25 Nebraska Appellate Repor

CROZIER v. BROWNELL-TALBOT SCHOOL

Cite as 25 Neb. App. 1

contract are in dispute and the real intentions of the parties 

cannot be determined from the words used, the jury, and not 

the court, should determine the issue from all the facts and 

circumstances. Schwindt v. Dynamic Air, Inc., 243 Neb. 600, 

501 N.W.2d 297 (1993). When it is established that a contract 

is ambiguous, the meaning of its terms is a matter of fact to 

be determined in the same manner as other questions of fact 

which preclude summary judgment. Id.

Because a fact question exists as to the terms of the offer 

letter, we reverse the trial court’s order granting summary 

judgment on this issue.

Good Cause for Revoking Offer.

Crozier claims that the district court erred in finding that, 

even if the offer letter did constitute a contract for a definite 

term, Brownell had good cause to revoke such offer. She 

argues that Brownell’s only justification for the revocation 

was public relations concerns due to the news article that was 

published about her former employer. However, the article did 

not identify Crozier, and the dates referenced in the article 

were after she had resigned. She claims that there is no allegation that she personally had engaged in any misconduct that 

could reflect poorly upon Brownell. Additionally, she claims 

that the district court’s ruling held her accountable for the 

bad acts of others which were unrelated to her and not within 

her control.

We have already determined that a genuine issue of material fact exists as to whether Crozier was hired for a definite 

term. This court could only affirm and find summary judgment 

appropriate for Brownell if we could say, as a matter of law, 

that the offer was revoked for good cause, thereby nullifying 

the issue of whether the contract was for at-will employment 

or for a defined term. Based upon the record before us, we are 

unable to do so.

[10-13] Under Nebraska law, there is a distinction between 

at-will employment and employment for a defined term. Unless 
- 8 -

Nebraska Court of Appeals Advance S

25 Nebraska Appellate Repor

CROZIER v. BROWNELL-TALBOT SCHOOL

Cite as 25 Neb. App. 1

constitutionally, statutorily, or contractually prohibited, an 

employer, without incurring liability, may terminate an at-will 

employee at any time with or without reason. Trosper v. Bag 

’N Save, 273 Neb. 855, 734 N.W.2d 704 (2007). A contract 

for employment for a defined term cannot lawfully be terminated prior to the expiration of that term without good cause. 

See Schuessler v. Benchmark Mktg. & Consulting, 243 Neb. 

425, 500 N.W.2d 529 (1993). “Good cause” for an employee’s 

dismissal is that which a reasonable employer, acting in good 

faith, would regard as good and sufficient reason for terminating the employee’s services, as distinguished from arbitrary 

whim or caprice. See id. Whether good cause existed for discharging an employee is a question of fact. Id.

[14] As discussed above, summary judgment is proper only 

when the pleadings and admitted evidence show that there 

is no genuine issue as to any material facts or as to the ultimate inferences that may be drawn from those facts and 

that the moving party is entitled to judgment as a matter of 

law. O’Brien v. Bellevue Public Schools, 289 Neb. 637, 856 

N.W.2d 731 (2014). Where the facts are undisputed or are 

such that reasonable minds can draw but one conclusion therefrom, a question can be determined as a matter of law. See 

Pierce v. Landmark Mgmt. Group, 293 Neb. 890, 880 N.W.2d 

885 (2016).

Here, reasonable minds could draw conflicting conclusions 

as to whether Brownell revoked its offer of employment for 

good cause. Brownell stated its reason for revoking its offer 

was because it was concerned that “the issues with her prior 

employer would cause public relations concerns and harm to 

the reputation” of Brownell. But Crozier presented evidence 

that the news article did not implicate or involve her. According 

to Crozier, she explained to Brownell that the article identified the very issues that caused her to resign from her prior 

employment and that she had, in fact, filed “whistle-blowing” 

complaints against the organization. She also explained that 

the alleged abuse occurred after she had resigned.
- 9 -

Nebraska Court of Appeals Advance S

25 Nebraska Appellate Repor

CROZIER v. BROWNELL-TALBOT SCHOOL

Cite as 25 Neb. App. 1

Viewing the evidence in the light most favorable to Crozier, 

we find that reasonable minds could differ as to whether 

Brownell revoked its offer for good cause. Therefore, we determine that summary judgment on this issue was inappropriate.

Because there are genuine issues of material fact regarding 

Crozier’s employment status and whether good cause existed 

for the offer revocation, summary judgment is improper for 

either party. Due to these factual questions, we disagree with 

Crozier that the court erred in failing to grant partial summary 

judgment in her favor.

CONCLUSION

We conclude that the district court erred in granting summary judgment in favor of Brownell. We therefore reverse the 

order of the district court and remand the cause for further 

proceedings consistent with this opinion.

 Reversed and remande

further proceeding