Present: Carrico, C.J., Compton, Stephenson, Lacy, Keenan, 

and Koontz, JJ., and Whiting, Senior Justice 

JEFFREY C. TUOMALA, ET AL. 

v. Record No. 952286 OPINION BY JUSTICE BARBARA MILANO KEENAN 

 November 1, 1996 

REGENT UNIVERSITY 

 FROM THE CIRCUIT COURT OF THE CITY OF VIRGINIA BEACH 

Edward W. Hanson, Jr., Judge 

 The primary issue in this appeal is whether an employer's 

refusal to renew an employment contract under its original terms 

constituted a breach of contract. 

 Three professors at Regent University (Regent), Jeffrey C. 

Tuomala, Elaine Shouse Waller, and Clifford W. Kelly 

(collectively, the professors), filed declaratory judgment suits 

seeking a determination of rights under their faculty contracts. 

The professors alleged that their contracts entitled them to 

permanent tenured employment at Regent and requested the trial 

court to declare that (1) they were entitled to a renewal of the 

exact terms of their three-year continuing contracts, and (2) 

they could not be dismissed from their positions as tenured 

professors at Regent unless they were in breach of their 

contracts, or unless the schools in which they taught were 

discontinued. The professors also alleged under an estoppel 

theory that they were entitled to annual renewal of their 

contracts because they had reasonably relied to their detriment 

on tenure policy statements made by Regent's agents. 

 The suits were consolidated and the trial court heard 

evidence in a seven-day bench trial. The evidence showed that 

each of the three professors had signed a faculty contract for 
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the 1993-94 academic year (faculty contracts). These contracts 

were signed by the president, the provost, and the dean of the 

respective school in which each professor taught. 

 The provisions in dispute relate to the interpretation of 

the contract phrase, "three-year continuing contract." These 

provisions are set forth below. 

The contracts each stated: 

 This three-year continuing contract is subject to the 

policies and procedures governing such contracts as set 

forth in the [f]aculty [h]andbook effective August 

1992. 

The preface to the faculty handbook stated: 

 The [f]aculty [h]andbook contains the major policies 

and procedures that govern the academic affairs and 

some of the administrative affairs of the university. 

Our policies are under continuous review and subject to 

change without notice. 

Other handbook provisions stated: 

Tenure -- Continuing Contract

Annual Entitlement. A person who has received an 

appointment under a continuing contract is annually 

entitled to a new contract unless he is found by the 

university to have breached his contract or unless the 

school or academic program in which he is employed has 

been discontinued. 

* * * 

Annual Review

 Annually, a faculty member is offered a new contract 

consistent with the above policies and procedures. It 

supersedes the previous contract which may have a 

remaining term of one or, in some cases, two years. 

The second year, and in some cases the third year, of 

both the provisional and continuing contract are, by 

design, never expected to be binding on the parties 

except under the conditions, as follows: one or both 

parties choose not to offer or to accept a new 
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employment contract. The second year, and in some 

cases the third year, therefore, are designed to insure 

that the employee is employed for one, or in some 

cases, two or more years so that he can find other work 

without economic hardship.1

 Regent adopted a new policy in the 1994-95 academic year, 

under which it offered each of the professors a new contract. 

The contracts did not include the term, "three-year continuing 

contract," but instead provided a "tenured faculty appointment" 

for one year, subject to "tenure review" during the following 

academic year. The professors did not sign the new contracts 

based on their belief that the new "tenure" policy significantly 

reduced or eliminated their contractual rights as set forth in 

the faculty handbook. 

 The professors introduced evidence showing that in 1989, 

during the process of securing full accreditation for the Regent 

Law School, Herbert W. Titus, then the Dean of the Law School, 

received a letter from the American Bar Association (ABA) site 

team questioning whether Regent provided tenured contracts to its 

faculty. Robert G. Slosser, who was then Regent's president, 

submitted a response attempting to clarify Regent's policy. As 

part of the response, Slosser explained paragraph 6 of the 

faculty handbook by noting that this paragraph 

 was not written in derogation of the guaranteed annual 

three-year contract, as the explicit proviso to that 

section clearly states. In other words, this provision 

 1This section of the handbook was referred to throughout 

litigation as "paragraph 6." 
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does not allow the University to substitute a decision 

not to offer a new employment contract inconsistent 

with its annual obligation to offer such contract to 

any faculty whose appointment is on a three-year 

continuing contract. 

 The professors also presented evidence that during ABA 

hearings, Titus stated that a "tenured" professor was entitled 

annually to receive a new three-year contract unless he was found 

to be in breach of the contract, or the program in which he 

taught was discontinued. In addition, in a 1990 response to an 

ABA site team report, Titus referred to Slosser's letter as the 

"authoritative interpretation and written commitment regarding 

the University's tenure system." 

 M.G. Robertson, Regent's chancellor, testified that Regent's 

Board of Directors always had been opposed to the concept of 

permanent tenured employment. He stated that the Board was 

unaware of the Slosser letter until late 1993, and that had he 

and the Board known of the representations made to the ABA, they 

"would have shut the law school down." 

 Robertson also confirmed the policy stated in the faculty 

handbook that the entire power to set university policy is vested 

in the Board. Robertson stated that the president's function is 

to carry out the Board's broad policy directives within the 

policy guidelines, and that Regent's presidents are not permitted 

to take any unauthorized action. 

 A former Regent president, David J. Gyertson, testified that 

Regent's administration had opposed the concept of permanent 
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tenured employment since the university was founded. Gyertson 

stated that the continuing contract was structured to provide 

financial security to a faculty member, in the event that Regent 

terminated the contract during its three-year duration. Adelia 

Robertson, a Board member since Regent's founding, testified that 

the continuing contract was not a guarantee of permanent 

employment, and that Regent had never had a "tenure" system. 

 Gyertson also testified that Regent's president did not have 

the authority to change the university's "foundational" policies, 

especially those related to the Board's role in setting the terms 

and conditions of employment contracts. Gyertson stated that his 

job as president was to apply the policies of the Board, and that 

if adjustments were necessary, he was "under mandate to bring 

those changes to the [B]oard." 

 Professor Kelly stated that he was not aware of the Slosser 

letter before the litigation began. Although Professor Tuomala 

stated that he had read the Slosser letter, he also testified 

that he began teaching at Regent about two years before the 

letter was written. The record is silent regarding Professor 

Waller's knowledge of the letter. 

 Professor Kelly stated that he could not remember whether, 

during his initial employment interview, the Dean of the College 

of Communications and the Arts had represented the university's 

employment policy as "continuing" or "tenured." Professor 

Tuomala did not recall the exact words used in his interview, but 
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said that he came away with an understanding that Regent had 

"some sort" of tenure. Finally, Professor Waller testified that 

when she raised the issue with the Dean of the College of 

Communication and the Arts, he stated that the continuing 

contract was essentially a "tenure contract" and that she would 

be "secure." The professors all left other employment positions 

to work at Regent. 

 Relying in part on the testimony presented, the trial court 

ruled that the contracts did not provide permanent tenured 

employment, but merely afforded financial security to a professor 

who might no longer be acceptable to the university, or who might 

wish to terminate his employment with the university. The court 

ruled that Regent was bound to honor the remaining two years of 

the three-year faculty contracts, but that Regent was not under 

any obligation to renew the contracts under identical terms. 

Finally, the court ruled that the tenure policy statements made 

to the ABA were at variance with Regent's policy, and that these 

representations were made without knowledge or authorization by 

the Board, which "makes the policy." 

 On appeal, the professors primarily argue that the trial 

court disregarded the unambiguous language of the faculty 

contracts which promised annual renewal, absent breach of 

contract by the professors. The professors also advance an 

alternative argument that, even if the contract language is 

ambiguous, the trial court erred in admitting certain parol 
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evidence. We disagree with both contentions. 

 We first address the issue whether the contract language is 

ambiguous. The question whether a writing is ambiguous is one of 

law, not of fact. Langman v. Alumni Ass'n of the Univ. of 

Virginia, 247 Va. 491, 498, 442 S.E.2d 669, 674 (1994); Wilson v. 

Holyfield, 227 Va. 184, 187, 313 S.E.2d 396, 398 (1984). Thus, 

we are not bound by the trial court's conclusions on this issue, 

and we are permitted the same opportunity as the trial court to 

consider the contract provisions. Langman, 247 Va. at 498, 442 

S.E.2d at 674; Wilson, 227 Va. at 187-88, 313 S.E.2d at 398. 

 We hold that the language of the faculty contracts is 

ambiguous. "An ambiguity exists when language admits of being 

understood in more than one way or refers to two or more things 

at the same time." Amos v. Coffey, 228 Va. 88, 92, 320 S.E.2d 

335, 337 (1984) (quoting Renner Plumbing v. Renner, 225 Va. 508, 

515, 303 S.E.2d 894, 898 (1983)). 

 The faculty contracts specify that the professors were 

entitled to a "three-year continuing contract," as explained in 

the faculty handbook. However, the handbook states only that a 

professor receiving an appointment under a continuing contract is 

entitled annually to a "new contract," rather than renewal of the 

professor's existing contract. From our reading of these 

provisions, it is unclear whether the faculty contracts entitle 

the professors to renewal of identical three-year continuing 

contracts, or whether the contracts annually entitle them to new, 
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but potentially different, contracts. 

 Having found that the contract language is ambiguous, we 

next consider the trial court's admission of certain parol 

evidence, as well as its factual findings. When the language of 

a contract is ambiguous, parol evidence is admissible, not to 

contradict or vary contract terms, but to establish the real 

contract between the parties. Reed v. Dent, 194 Va. 156, 163, 72 

S.E.2d 255, 259 (1952). The construction of an ambiguous 

contract is a matter submitted to the trier of fact, who must 

examine the extrinsic evidence to determine the intention of the 

parties. Cascades North Venture Ltd. Partnership v. PRC Inc., 

249 Va. 574, 579, 457 S.E.2d 370, 373 (1995); see Greater 

Richmond Civic Recreation, Inc. v. A. H. Ewing's Sons, Inc., 200 

Va. 593, 596, 106 S.E.2d 595, 597 (1959). 

 We hold that the trial court did not err in considering 

evidence from present and former Regent Board members regarding 

the Board's intent as expressed in the faculty contracts. The 

Board is Regent's policy making body and was a party to the 

contracts. Thus, the trial court was entitled to give the Board 

members' testimony great weight in determining the Board's 

intention. See Am. Realty Trust v. Chase Manhattan Bank, 222 Va. 

392, 403, 281 S.E.2d 825, 831 (1981). 

 We review the evidence in the light most favorable to 

Regent, the prevailing party at trial. RF&P Corp. v. Little, 247 

Va. 309, 319, 440 S.E.2d 908, 915 (1994); Ravenwood Towers, Inc. 
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v. Woodyard, 244 Va. 51, 57, 419 S.E.2d 627, 630 (1992). Since 

the trial court heard the evidence ore tenus, its findings based 

on an evaluation of the testimony are entitled to the same weight 

as a jury's verdict. RF&P Corp., 247 Va. at 319, 440 S.E.2d at 

915. Thus, the trial court's decision will be upheld unless it 

appears from the evidence that the judgment is plainly wrong or 

unsupported by the evidence. Code § 8.01-680; Langman, 247 Va. 

at 498, 442 S.E.2d at 674. 

 The evidence showed that only the Board has the authority to 

set Regent's policy. M.G. Robertson, Adelia Robertson, and 

Gyertson all testified that the Board had opposed the concept of 

permanent tenured employment throughout Regent's history and had 

been unaware until late 1993 that any Regent employee had made 

contrary representations concerning Regent's policy. In 

addition, the professors themselves did not state that they were 

told that the faculty contracts offered permanent tenured 

positions. Thus, the trial court's ruling that the faculty 

contracts did not provide permanent tenured employment is 

supported by the evidence.2

 Next, we find no merit in the professors' argument that 

 

 2Since the trial court's ruling is supported by the evidence 

without resort to the language of the handbook preface, we need 

not consider the court's preliminary ruling that the contracts 

incorporated this language. 
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Regent was bound, under agency principles, by the tenure policy 

representations made by Regent administrators. As stated above, 

the record does not show that the professors were offered 

permanent tenured positions when they negotiated their faculty 

contracts. Further, since the professors did not testify that 

they relied on Slosser's or Titus's statements in entering into 

their faculty contracts, those statements did not bind Regent 

with respect to the professors' claims. 

 We also find no merit in the professors' other claims, which 

are based on theories of equitable and promissory estoppel. To 

establish a claim of equitable estoppel, without proving fraud, 

the complainant must show that he reasonably relied on the 

representations and conduct of the defendant, such that he 

changed his position to his detriment. Stewart v. Lady, 251 Va. 

106, 113, 465 S.E.2d 782, 785 (1996); T . . . v. T . . ., 216 Va. 

867, 872-73, 224 S.E.2d 148, 152 (1976). 

 The doctrine of equitable estoppel is not available unless 

the party advancing the claim can show that he has acted in 

reliance upon an action or statement of the party he seeks to 

bind. Khoury v. Community Memorial Hosp., Inc., 203 Va. 236, 

243, 123 S.E.2d 533, 538 (1962). As stated above, the 

professors' own testimony showed that they were not promised 

permanent tenured employment by Regent administrators, and that 

they did not act in reliance on Slosser's or Titus's 

representations. 
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 Turning to the claim of promissory estoppel, we first note 

that we have not applied the doctrine in this Commonwealth. 

Stone Printing and Mfg. Co. v. Dogan, 234 Va. 163, 165, 360 

S.E.2d 210, 211 (1987). Moreover, promissory estoppel is an 

equitable doctrine which generally is used to imply a contract 

where none exists. Dickens v. Quincy College Corp., 615 N.E.2d 

381, 386 (Ill. App. Ct. 1993). Thus, the doctrine would not 

apply here because the parties made an enforceable contract. 

 For these reasons, we will affirm the trial court's 

judgment. 

Affirmed.