No. 86-565 

IN THE SUPREME COURT OF THE STATE OF MONTANA 

1987 

JAMES C. NORDLUND, 

Plaintiff and Appellant, 

-vsSCHOOL DISTRICT NO. 14, and HIGH 

SCHOOL DISTRICT NO. A, PHILLIPS 

COUNTY, MONTANA, 

Defendant and Respondent. 

APPEAL FROM: District Court of the Seventeenth Judicial District, 

In and for the County of Phillips, 

The Honorable Leonard Langen, Judge presiding. 

COUNSEL OF RECORD: 

For Appellant: 

Morrison, Hauge, Ober, Young & Melcher; Robert D. 

Morrison, Havre, Montana 

For Respondent: 

James, Gray & McCafferty; Robert F. James, Great 

Falls, Montana 

Submitted on Briefs: April 23, 1987 

Decided: July 131 1987 

Filed: JUL 13 1987 
Mr. Justice L. C. Gulbrandson delivered the Opinion of the 

Court. 

James Nordlund appeals the dismissal of his suit in 

Phillips County District Court for failure to state a claim 

upon which relief can be granted. The issues on appeal are: 

(1) whether the District Court erred in interpreting 

Nordlund's employment contract as an express contract for a 

term of one year; 

(2) whether the District Court erred in concluding 

that Nordlund could prove no set of facts from which the 

obligation of good faith and fair dealing could be implied as 

a term of his employment contract; 

(3) whether the District Court erred in dismissing the 

remaining counts of the complaint. We affirm. 

In 1956, Nordlund was hired by the Malta, Montana, 

School District to teach at the high school. In 1966, 

Nordlund became the district superintendent and continued in 

that capacity until the end of the 1984 school year. As 

superintendent, Nordlund did not have tenure and therefore 

his employment status was governed by a written contract with 

the school board. From 1966 to 1983, Nordlund worked under a 

series of two-year contracts. In January 1983, after the 

board voted 3-2 to retain Nordlund's services, Nordlund was 

offered and subsequently accepted a one-year written contract 

for the 1983-84 school term, beginning on July 1, 1983. The 

applicable provision states: 

(1) That the superintendent is hereby 

employed to act as superintendent in 

accordance with school year beginning on 

or about the 1st day of July, 1983, for a 

period of no less than one year. 

The contract itself does not contain an option for renewal 

clause or refer to the possibility of renewal in any sense. 
The close vote by the school board on retaining Nordlund was 

attributed to a perceived communication or public relations 

problem on Nordlund's part. 

At the January 1984 meeting, the board voted not to 

renew Nordlund's contract beyond June 30, 1984. The 

non-renewal vote was undertaken in full compliance with state 

law. See § 20-4-401 (3), MCA. 

Prior to the present action, Nordlund filed suit 

against the district for accrued vacation and sick leave and 

a settlement was reached in April 1985. Since July 1984, 

Nordlund has been employed as a vice-principal at Bozeman 

High School. In August 1985, Nordlund filed this suit 

against the Malta district for breach of contract, breach of 

the implied covenant of good faith and fair dealing, and 

negligent infliction of emotional distress. Nordlund filed 

an amended complaint alleging further that his termination 

was the result of a closed meeting of various school board 

members in violation of Montana law, and that the contract 

was "open-ended," not a contract for a definite term. The 

court found an express contract for a term of one year and 

granted the district's motion to dismiss the amended 

complaint. 

The District Court dismissed the amended complaint 

under Rule 12 (b) (6) , M.R.Civ.P. A party may move for 

dismissal of an action if a complaint fails to state a claim 

upon which relief can be granted. In deciding this question, 

the District Court is only to consider matters raised within 

the pleadings. In other words, the District Court is not to 

engage in fact-finding when ruling on a motion to dismiss. 

Flernmer v. Ming (Mont. 1980), 621 P.2d 1038, 1041, 34 St.Rep. 

1916, 1919. We note that the court was particularly 

sensitive to limiting its ruling to matters raised in the 

pleadings, explaining that the ruling pertained to dismissal 
(Rule 12 (b) (6) , M.R.Civ.P) , not summary judgment, (Rule 56, 

M.R.Civ.P.) . The first issue is whether the District Court erred in 

interpreting Nordlund's employment contract as an express 

contract for a term of one year. Where the language of a 

written contract is clear and unambiguous there is nothing 

for the court to construe; the duty of the court is simply to 

apply the language as written to the facts of the case, and 

decide the case accordingly. Danielson v. Danielson (1977) , 

172 Mont. 55, 58, 560 P.2d 893, 894. Courts have no 

authority to change the contract or disregard the express 

language used. Williams v. Insurance Company of North 

America (1967), 150 Mont. 292, 434 ~.2d 395. It is a 

question of law for the court to determine whether there 

exists ambiguity sufficient to submit the question of the 

parties' intent to the trier of fact. Maxwell v. Sisters of 

Charity of Providence (D. Mont. 1986), 645 F.Supp. 937; 

Schell v. Peters (1966), 147 Mont. 21, 410 P.2d 152. 

Section 20-4-401(3) states that a superintendent's 

first two contracts shall run for a maximum of three years 

and thereafter from year to year provided that a majority of 

the school board does not vote to terminate at the end of the 

existing contract. We set out the statute to further 

illustrate this point: 

(3) The written contract of employment 

of a district superintendent or a county 

high school principal shall be authorized 

by the proper resolution of the trustees 

of the district or the joint board of 

trustees and executed in duplicate by the 

chairman of the trustees or joint board 

of trustees and the clerks of the 

districts in the name of the districts 

and by the district superintendent or the 

county high school principal. Such 

contract shall ------- be for a term of not more 

- than - 3 years, - and after the - second 
successive contract, - the contract shall 

- be deemed - to - be renewed - for - a further 

term of 1 ear from year to year 

thereafter -unless the trustees sEll, & 

resolution passed & a majority -- vote of 

its membership, resolve to terminate the 

services -- of the districtsuperintendent 

-- or the county high school principal at 

the expiration -- of his existing contract. 

The trustees shall take such termination 

action and notify the district 

superintendent or the county high school 

principal in writing of their intent to 

terminate his services at the expiration 

of his current contract not later than 

February 1 of the last year of such 

contract. 

We concur with the District Court that Nordlund's 1983-84 

contract is sufficiently clear and unambiguous in its intent. 

Prior to signing this contract, Nordlund worked under a 

series of two year contracts from 1966 to 1983. In 1983, the 

school board, in compliance with § 20-4-401(3), MCA, decided 

to offer Nordlund a one-year contract. In January 1984, the 

board voted unanimously not to renew Nordlund's contract. 

This action also complied with S 20-4-401 (3). Again, it 

should be mentioned that superintendents are not able to 

acquire tenure in their positions. Since the contractual 

language is sufficiently clear, our duty, as stated in 

Danielson, is to simply apply the language to the facts of 

the case. There was no ambiguity for which the district 

judge was required to submit the case to a jury for a factual 

determination. See Schell v. Peters (1966), 147 Mont. 21, 

410 P.2d 152. We therefore agree with the lower court that 

an express contract for a term of one year was negotiated 

between the parties. 

The second issue is whether the District Court erred in 

concluding that Nordlund could prove no set of facts from 

which the obligation of good faith and fair dealing could be 
implied as a term of his employment contract. First of all, 

we disagree with Nordlund's assessment of the lower court's 

decision. The court dismissed the complaint on the basis 

that an express one-year contract was negotiated between the 

parties and that the facts alleged by Nordlund failed to 

suggest a breach of contract. We find the foll-owing case 

language applicable : 

Since the court concludes the defendants 

did not breach plaintiff's employment 

contract, the defendants cannot be found 

to have acted unreasonably and in breach 

of the implied covenant of good faith and 

fair dealing attendant the subject 

contract. 

Maxwell v. Sisters of Charity of Providence (D. Mont. 1986), 

645 F.Supp. 937, 939. 

Here, the school district gave Nordlund proper notice 

of the non-renewal of his contract pursuant to § 20-4-401(3), 

MCA, and dutifully performed until the contract came to an 

end on June 30, 1984. As in Maxwell, because no breach of 

contract occurred, it cannot be said that the school board 

breached the implied covenant of good faith and fair dealing. 

The third issue is whether the District Court erred in 

dismissing the remaining counts of the complaint. We refer 

in part to our discussion on the first issue. The lower 

court ruled that the parties agreed to an express contract 

for a term of one year and that the district's motion to 

dismiss would be granted because no set of facts would 

support Nordlund's claim of a contract for an unspecified 

term, or "open-ended" term, as contended by Nordlund's 

counsel. The court stated that in ruling on the motion to 

dismiss, it was looking at the wording of the complaint. The 

court was correct in its methodology, for as we stated 

earlier, a lower court, on a motion to dismiss, is only to 
consider matters raised within the pleadings. The court here 

was not fact-finding on the negligent infliction of emotional 

distress claim, the open meeting claim, or any other claim. 

We conclude that the procedure utilized was pro r. 

Affirmed. ti! jtLbdL ustice 1 

Justices