IN THE COURT OF APPEALS OF THE STATE OF MISSISSIPPI NO. 2014-CA-00280-COA HUMPHREYS COUNTY MEMORIAL HOSPITAL APPELLANT

v. DEBRA GRIFFIN APPELLEE DATE OF JUDGMENT: 01/22/2014 TRIAL JUDGE: HON. JANNIE M. LEW I S COURT FROM W HICH APPEALED: HUMPHREYS COUNTY CIRCUIT COURT ATTORNEY FOR APPELLANT: W I LLIE GRIFFIN ATTORNEYS FOR APPELLEE: PRECIOUS T. MARTIN SR. CRYSTAL W ISE 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 BETW EEN THE PARTIES AND APPELLEE W A S ENTITLED TO SEVERANCE PAY DISPOSITION: AFFIRMED - 07/21/2015 MOTION FOR REHEARING FILED: MANDATE ISSUED: BEFORE GRIFFIS, P.J., ISHEE AND MAX WELL, JJ. ISHEE, J., FOR THE COURT: ¶1. I n D e c e m

ber 2006, a t the end of her f ive-y ear contract w ith Hum p h r e y s C o u n t y Mem orial Hospital, Debra Grif f in subm itted her letter of r esignation to the hospital board. Af ter s om e discussion at the board m eeting, the m inutes ref lect that t he board r equested that Grif f in rem ain in her position as hospital adm inistrator f or another y ear so t hat the hospital could seek a suitable replacem ent. She agreed. Shortly thereaf ter, the board r econvened andterm inated Grif f in. Grif f in f i l e d suit in the Hum

phrey s County Circuit Court seeking

severance pay

m ent pursuant t o her c ontract. A f ter a bench trial, the circuit court ruled in f avor of Grif f in. The hospital now appeals. Finding no error, we af f irm

. S TATEMENT OF FACTS ¶2. On January 1 , 2002, the board and Grif f in entered into a f

ive-y ear c o ntract to em

ploy Grif f in a s the hospital adm inistrator. Over the next f e w y ears, Grif

f in cam e under scrutiny , in part f o r f ailu r e t o p a y the hospital’s taxes but also f or other f inancial problem s suf

f ered b y the hospital. During that tim e, the board’s attorney passed away and several bo a r d

m em bers were replaced. ¶3. In N ovem

ber 2006, Grif

f in subm itted her letter of resignation to the b oard at a board

m eeting. T he board of

f ered to “extend t he contract” f or a n other y ear if Grif

f in would agree to rem ain in her position until a replacem ent could be f ound to begin work in J anuary 2008. Grif f in agreed and withdrew her letter of resignation. ¶4. Since t he board was without an attorney , the b oard’s then-chairperson asked Grif f in
to draf t another contract t o m i rror her 2002 contract w i th the exception of the length of her

em ploy m ent. Grif

f in drew up the contract, but quietly m ade several changes including the add i t i o n o f a provision dealing with venue and the deletion of a provision allowing f or term ination f

or i m m oral conduct. One provision that was not altered f rom the 2 002 contract

r e l a ted to severance pay . Pursuant to the provision, Grif f i n was entitled to severan c e p a y unless s he was term inate d f o r t he conviction of a f

elony , she died, or she resigned. The board’s then-chairperson signed the 2007 contract. Nonetheless, despi t e num erous board

2m eetings a f ter the signing of the contract, the contract w as never presented to the board f or approval. ¶5. Grif

f in reported t o work in Janua r y 2 0 0 7

. Shortly thereaf ter, the b oard convened without her present and decided to term inate her em ploy m ent. A letter of term i nation was presented to Grif

f in t o be e f

f ective im m e diately

. G r i f f i n r e quested severance pay , but her request was denied. She then f iled the instant lawsuit. ¶6. Af ter a bench trial on the m atter, the circuit court determ ined that the 2007 contract

was void because it c onstituted an attem pted unilateral m o dif

ication t o t h e existing 2002
contract. However, the circuit court determ ined that the board’s ref lection in its m inutes to “extend Grif

f in’s contract” was an indication that there was a m eeting of the m inds to extend the 2002 c o n t r a c t in its entirety f or a period of one y ear and, thus, a valid c ontract existed between the parties. Accordingly , the circuit court analy zed Grif f i n’s request f

or severance pay u nder the provisions of the 2002 contract. I n d oing so, the circuit court d eterm ined that

severance pay w as warranted. Both parties were asked to subm it pr o p o sed a m ounts of

severance pay . Af

t er d eter mi ning that vacation tim e was not authorized, the circuit court relied on the agreed-upon base am ount of $115,007.27 in awarding Grif f in severance pay . Aggrieved, the hospital now appeals. DISCUSSION ¶7. In an a p p e a l f

r o m a bench trial, “we review t he circuit court’s interpretation and application of

the law de novo, and its f indings of

f act will not be reversed if supported by substantial evidence.” Falkner v . Stubbs , 121 S o. 3d 899, 901 (¶8) ( Miss. 2013) (citation

3om itted). W e have h eld that “[ t]he existence of a contract a nd i ts term s are questions of f act to b e resolved by the f

a ct-f inder, whether a jury , o r a judge in a bench[ ]trial.” Ammo n s v. Cordova Floors Inc. , 904 So. 2d 185, 188 (¶13) (Miss. Ct. App. 2005) (citation om itted). ¶8. H e r e , t h e c i r c u i t c ourt d eterm ined that the 2 007 contract was void, but t h a t t h e extended 2 002 c o n t r a c t c onstituted a valid a nd binding contract b etween the parties. The circuit court f

urther concluded t hat the contractual p rovision regarding severance pay was applicable to t he c ircum stances. The hospital ar g u e s t hat the circuit court erred in f inding that the 2002 contract was v a lid. The hospital also a rgues that the circuit court’s alternative theory regarding equitable estoppel was erroneously applied. ¶9. In its j u dgm ent, the circuit court relied o n i n f o r ma t i o n c o n t a ined in the board’s

m inutes i n f

inding that the 2002 contract was valid. As n oted by the circuit court, it is well settled that “boards

. . . speak only through their m inutes a nd their actions are evidenced solely by entries o n the m inutes.” Thomspon v. Jones C nty. Cmt y . H o s p . , 352 So. 2d 795, 796 (Miss. 1977) (citations om itted). T h e b o a r d ’ s m inutes indicate that the agreem ent to

em ploy Grif f in f or the 2007 c alendar y ear w as b a s e d o n the board’s understanding that it would be a one-y e ar extension of the e xisting 2 002 contract i nstead of the creation of a new contract. Specif

ically , on Novem

ber 21, 2006, the m inutes ref lect the f ollowing: Debra Grif

f in reported that she

. . . [ has] resigned.

. . . Debra Grif f i n’s last day is Decem ber 31, 2006. Debra Grif

f in w as asked to stay o n as [ h]ospi tal [ a]dm inistrator u ntil the transition was com

plete. Debra Grif

f i n agreed to d o so; thus, her resignation was rescinded. Upon m otion by M r. Clarence Reed, with se c o n d b y Mr. Ralph Sewell, the

4m em bers of the [ b]oard . . . voted to extend her contract f or one y ear. ¶10. The 2007 c ontract was signed by the boa r d ’ s t hen-chairperson and Grif f in one day later on Novem

b er 22, 2006. Grif

f in was present a t the next board m e e ting on Decem ber 12, 2 0 0 6

. No m e ntion was m ade of the 2007 contract then or during the board m eetin g i n January 2007. Although the 2007 c ontract was signed by the board’s t hen-chairperson, there is no m ention in the m inutes of any authority being given to the then-chairperson to act on behalf of the board. However, at the Decem ber 12, 2 0 0 6 board m e e ting, a m otion to reconsider “the y ear extension o f Ms. Grif f in’s co n t r a c t a n d e m

ploy her m onth by m onth”

was proposed and rejected. It was m ade abundantly clear that only a one-y e ar extension of
t h e existing 2002 contract w as available to G rif f in. Grif f in continued working as usua l through January

9, 2007, when she received notice of her term ination. ¶11. The circuit court’s c onclusion that the 2007 contract was legally null but that a oney ear extension of

the 2002 contract was valid is supported by the record. The circuit court properly relied o n t he b oard’s m inutes in its analy sis. As stated a b ove, i t a p p ears that the board never agreed to be bound to the 2007 c ontract and that t he board’s then-chairperson

was the o nly board m e m

ber w ith any knowledge that the 2007 contract e ven existed. Rather, the board’s m inutes indicate t hat the board only expressly agreed to com m it to a one-y ear extension of Grif

f in’s existing 2002 contract. The m inutes f urther ref lect that Grif

f in agreed
to t he arrangem ent by r escinding her l e t t e r o f r e signation a nd continuing to com e to work until her term ination. ¶12. Although the contract in its entirety was not r ead into the board’s m inutes, both parties

5were aware of the requirem ents of the contract, particularly with respect to the severance-pay

provision. “[ A] contract with a public board may be enf orced if enough of the term s and conditions of the contract are contained in the m inutes f or determ ination of the liabilities and obl i g a t i o n s of the c ontracting parties

. . . .” Id

. at 797. The 2002 contract, including the severance-pay p rovision, had been binding and ef f ective f or f ive consecutive y ears prior to the Novem

ber 2006 board m eeting. It is w ithout question that the board and Grif f in were each aware of respective liabilities and obligations under the term s of the contract. ¶13. W i th respect to severance pay , the contract held the f o llowing: Af ter such term i na t i o n . . . the [ h ]ospital shall continue to pay [ the] [ a]dm inistrator h er then m onthly salary and benef i ts f or t he m onth in which her duties w e r e t e rm inated and f or twelve (12) consecutive m o nths t hereaf ter as an a g reed upon term ination pay m ent, except the [ a]dm i nistrator shall not receive any term ination pay m ent i n the case of term ination f or cause d

ue to [ (i)] t he conviction of the [ a]dm inistrator f or a f elony crim e , (ii) death of

the [ a]dm inistrator, or (iii) the resignation of the [ a]dm inistrator. The 2007 contract only dif f ered in adding that severance pa y s h o u l d b e m ade f or any

rem aining m onths l ef

t on the contract ins t e a d of twelve consecutive m onths, since the contract was only

f or twelve m onths total. ¶14. The circuit court d eterm ined that Grif f in’s term ination did not f

all within one of

the three provisions listed above f or excluding severance pay . This is supported by the record. Accordingly , enf

orcem ent of the s everance-pay provision w as proper. This issue is without

m erit. ¶15. Having f

ound that the circuit court did n ot e rr in its determ ination that the extended 2002 contract was valid and t hat enf orcem ent of t he severance-pay provision was proper, the

6hospital’s argum ent regarding the circuit court’s alternative theory of equitable estoppel is

m oot. ¶16. THE JUDGMENT OF T H E H U M PHREYS COUNTY CIRCUIT C OURT IS AFFIRMED. A LL COSTS O F THIS APPEAL ARE ASSESSED TO THE APPELLANT. LEE, C.J., GRIFFIS, P .J., BARNES, MAX WELL, F AIR AND J AMES, JJ., CO N C U R . CARLTON, J., CONCURS IN RESULT ONLY. IRVING, P.J., AND WILSON, J., NOT PARTICIPATING.

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