IN THE COURT OF APPEALS OF IOWA

No. 16-1639

Filed September 13, 2017

TIMOTHY T. BRADSHAW,

Plaintiff-Appellant/Cross-Appellee,

vs.

CEDAR RAPIDS AIRPORT COMMISSION,

Defendant-Appellee/Cross-Appellant.

________________________________________________________________

Appeal from the Iowa District Court for Linn County, Kevin McKeever, 

Judge.

Employee appeals and employer cross-appeals from summary judgment 

ruling in breach of contract action. AFFIRMED ON APPEAL; REVERSED IN 

PART AND REMANDED WITH DIRECTIONS ON CROSS APPEAL. 

Matt J. Reilly of Eells & Tronvold Law Offices, P.L.C., Cedar Rapids, for 

appellant.

Benjamin P. Roach of Nyemaster Goode, P.C., Des Moines, for appellee.

Considered by Mullins, P.J., and Bower and McDonald, JJ.
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MCDONALD, Judge.

Timothy Bradshaw sued his former employer, the Cedar Rapids Airport 

Commission, for breach of contract. Bradshaw contended the Commission owed 

him severance pay pursuant to an employment agreement. On cross-motions for 

summary judgment, the district court held Bradshaw was not entitled to 

severance pay but was entitled to compensation for an additional month of 

service. Bradshaw appeals, contending the district court erred in holding 

Bradshaw was not entitled to contractual severance pay. The Commission 

cross-appeals, contending the district court erred in holding Bradshaw was 

entitled to additional compensation.

I.

Bradshaw served as the Airport Director for the Eastern Iowa Airport. The 

airport is owned by the City of Cedar Rapids and operated by the Cedar Rapids 

Airport Commission. In 2012, Bradshaw and the Commission entered into an 

amended employment agreement. 

Several provisions of the agreement are relevant to this appeal. 

Paragraph 1 of the agreement sets forth the general terms of employment: 

The Commission hereby employs Bradshaw for an indefinite 

term as Airport Director effective as of June 28, 2012. . . . Such 

employment shall end upon Bradshaw’s resignation, death or 

termination for any reason by the Commission. Should Bradshaw 

voluntarily resign his employment prior to contract expiration, his 

notice of resignation shall be tendered to the Commission no less 

than [thirty] days prior to his departure date in order to assure his 

status as resigning in good standing. Nothing in this Amended 

Agreement shall be deemed to prevent or limit the right of the 

Commission to determine that Bradshaw shall no longer serve as 

Airport Director, subject to provisions of Paragraph 3 of this 

Amended Agreement.
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Paragraph 3 of the agreement provides for severance pay:

In the event Bradshaw is involuntarily terminated by the 

Commission for any reason other than his death, conviction of a 

felony, aggravated misdemeanor, or any public offense involving 

corruption, extortion, willful misconduct, maladministration in office, 

willful or habitual neglect, or refusal to perform the duties of office, 

he shall receive severance pay in the amount of twelve months’ 

salary in effect at the time of Bradshaw’s termination.[1] Such 

severance pay shall be paid to Bradshaw, at his election, either in 

one lump sum within thirty (30) days of his effective date of 

termination [sic]. Provided however that in the event the 

Commission terminates Bradshaw’s employment on the basis of 

willful or habitual neglect, or refusal to perform the duties of office, 

in order to avoid payment of severance pay, the Commission must 

have first provided written notice of such basis and provided 

Bradshaw a reasonable opportunity to correct such basis.

And paragraph 13 of the agreement provides the agreement “represents the full 

and complete understanding and agreement of the parties.”

The circumstances surrounding the cessation of Bradshaw’s employment 

are not in dispute. On September 2, 2014, Bradshaw informed two 

commissioners he had a pending job offer. Bradshaw requested a salary 

increase, and he informed some of the commissioners he would resign if the 

increase was not approved. The commissioners informed Bradshaw they did not 

have the authority to approve a salary increase without a vote of the full 

commission and, in any event, they would not recommend a salary increase. 

On September 3, Bradshaw emailed his resignation to the Commission. 

The email stated, “After careful consideration, I have decided to resign my 

position here at the Eastern Iowa Airport.” The email went on to say, “My last 

date of employment will be November 3, 2014. Of course I will be available 

beyond that date for any transitional issues that may arise.”

 

1 At the time Bradshaw’s employment ended, his salary was $161,241.
4

One of the commissioners emailed a response to Bradshaw: 

On Friday morning, the Commission will hold a special 

meeting to accept your resignation with a pay-through date [thirty] 

days thereafter which should be October 5, 2014. . . . As I 

communicated via our phone call earlier today, I believe that it 

would be in everyone’s best interests for this Friday (9/5) to be your 

last day in office. I am sure you will be available by phone or email 

after that to answer any questions, etc.

On September 5, the Commission passed a resolution accepting Bradshaw’s 

resignation. The resolution provided, among other things, “Tim Bradshaw’s 

resignation as Airport Director of the Eastern Iowa Airport is hereby accepted to 

be effective 30 days from the date of this Resolution.”

After the end of Bradshaw’s service, the parties had minimal contact. 

Bradshaw filed a claim for unemployment compensation benefits. At the factfinding hearing, Bradshaw agreed he had resigned, agreed the Commission had 

accepted his resignation effective October 5, and agreed the Commission paid 

his salary and benefits through October 5. Bradshaw subsequently withdrew the 

claim for benefits. In February 2015, Bradshaw sent a demand letter to the 

Commission, requesting twelve months’ severance pay as set forth in the 

employment agreement. The Commission declined to pay severance, taking the 

position Bradshaw had resigned his employment.

Shortly after the Commission denied Bradshaw’s request for severance 

pay, Bradshaw filed this suit for breach of contract. The suit was resolved on 

cross-motions for summary judgment. Bradshaw’s position was he resigned his 

employment effective November 3 and the airport involuntarily terminated his 

employment prior to that date, on October 5. He thus concluded he was entitled 

to the contractual severance payment. The Commission’s position was 
5

Bradshaw voluntarily resigned his employment and the Commission accepted 

the resignation. The last date Bradshaw actually was on the payroll, the 

Commission argued, did not change the nature of his separation from a voluntary 

resignation to an involuntary termination. In addition, the Commission contended 

Bradshaw’s claims were barred by the doctrines of estoppel and accord and 

satisfaction. 

The district court granted in part and denied in part each motion. The 

district court held Bradshaw voluntarily resigned his employment and was not 

entitled to severance pay under the terms of the employment agreement. The 

district court reasoned “the mere acceleration of the departure date does not alter 

the voluntary nature of [Bradshaw’s] resignation.” The district court explained:

To put [it] differently, the nature of the leave is defined the 

moment an employee tenders a notice of resignation, i.e., when he 

or she sets in motion the chain of events which ultimately resulted 

in the separation. In the current action, the defining moment was 

when [Bradshaw] emailed all the Commissioners about his decision 

to leave. By doing so, he set in motion a chain of events that 

ultimately resulted in his separation from the Commission.

Although the district court held Bradshaw was not entitled to severance pay 

under the terms of the employment agreement, the district court also held 

Bradshaw was entitled to additional compensation for the period October 5, the 

date of separation, through November 3, the date identified in Bradshaw’s notice. 

The parties stipulated the compensation for this period was $13,023.36, and the 

district court entered judgment in favor of Bradshaw for this amount. 

II.

Our review of the district court’s summary judgment ruling is for the 

correction of legal error. See Pillsbury Co. v. Wells Dairy, Inc., 752 N.W.2d 430, 
6

434 (Iowa 2008). Summary judgment should be granted only “if the pleadings, 

depositions, answers to interrogatories, and admissions on file, together with the 

affidavits, if any, show that there is no genuine issue as to any material fact and 

that the moving party is entitled to a judgment as a matter of law.” Iowa R. Civ. 

P. 1.981(3). The court views the summary judgment record in the light most 

favorable to the party resisting the motion for summary judgment and indulges in 

every legitimate inference the evidence will bear in an effort to ascertain the 

existence of a genuine issue of fact. See Crippen v. City of Cedar Rapids, 618 

N.W.2d 562, 565 (Iowa 2000). 

“A fact is material if it will affect the outcome of the suit, given the 

applicable law.” Parish v. Jumpking, Inc., 719 N.W.2d 540, 543 (Iowa 2006). An 

issue of fact is “genuine” if the evidence would allow a reasonable jury to return a 

verdict for the nonmoving party. See Fees v. Mut. Fire & Auto. Ins. Co., 490 

N.W.2d 55, 57 (Iowa 1992). If the summary judgment record shows that the 

“resisting party has no evidence to factually support an outcome determinative 

element of that party’s claim, the moving party will prevail on summary 

judgment.” Wilson v. Darr, 553 N.W.2d 579, 582 (Iowa 1996); Iowa R. Civ. P. 

1.981(3). In addition, summary judgment is correctly granted where the only 

issue to be decided is what legal consequences follow from otherwise undisputed 

facts. See Emmet Cty. State Bank v. Reutter, 439 N.W.2d 651, 653 (Iowa 1989).

III.

We first address the issue of whether Bradshaw is entitled to severance 

pay under the terms of the employment agreement. The relevant law regarding 

the interpretation and construction of contracts is well-established: 
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Interpretation is the process for determining the meaning of the 

words used by the parties in a contract. Interpretation of a contract 

is a legal issue unless the interpretation of the contract depends on 

extrinsic evidence. On the other hand, construction of a contract is 

the process a court uses to determine the legal effect of the words 

used. We always review the construction of a contract as a legal 

issue. 

Pillsbury Co., 752 N.W.2d at 435–36 (citations omitted).

In this case, the employment agreement provided Bradshaw would be 

entitled to severance pay if the Commission “involuntarily terminated” his 

employment. The employment agreement does not define the term. However, 

the words have a commonly accepted meaning. “Involuntarily” generally means 

against one’s will or a status “[n]ot resulting from a free and unrestrained choice.” 

Involuntary, Black’s Law Dictionary (10th ed. 2014.); cf. Bartelt v. Emp’t Appeal 

Bd., 494 N.W.2d 684, 686 (Iowa 1993) (“We understand voluntary to entail a free 

choice.”). Generally, termination of employment is the “complete severance of 

an employer-employee relationship.” Termination of employment, Black’s Law 

Dictionary (10th ed. 2014). It means “something more than that the employee 

stopped work or the employer stopped paying him.” Edwards v. Equitable Life 

Assur. Soc., 177 S.W.2d 574, 577 (Ky. 1944). It requires the intention by the 

employer or the employee to sever the employment relationship combined with 

conduct sufficient to communicate the intent to sever the employment 

relationship. See id.; see also Irving v. Emp’t Appeal Bd., 883 N.W.2d 179, 209 

(Iowa 2016) (recognizing non-volitional, unexpected incarceration did not render 

termination voluntary, but noting incarceration set in motion by volitional acts 

could). The language of the employment agreement thus provides the 

Commission was required to pay severance only if the Commission took action to 
8

completely sever the employment relationship with Bradshaw against 

Bradshaw’s will.

The wrinkle presented in his case is that there is no dispute Bradshaw 

intended to voluntarily terminate his employment. There is also no dispute the 

Commission accepted the resignation. The question presented, the question of 

construction, is whether accelerating the effective date makes a voluntary 

termination an involuntary termination within the meaning of the contract. There 

is no controlling authority to resolve the issue. 

The authority that most directly addresses the question involves cases 

relating to the payment of unemployment compensation benefits. The general 

rule in unemployment compensation benefits cases appears to be that when an 

employee gives notice of resignation and the employer terminates the 

employment relationship prior to the end of the notice period, the employee is not 

disqualified from receiving unemployment compensation benefits at least through 

the end of the notice period. See, e.g., Porter v. Florida Unemployment Appeals

Comm’n, 1 So. 3d 1101, 1103–04 (Fla. Dist. Ct. App. 2009) (collecting cases). 

By analogy, so the argument goes, Bradshaw should also be entitled to his 

severance pay. 

The argument by analogy seems appealing, but the unemployment 

compensation cases are largely immaterial to this case. First, unemployment 

compensation cases have a different decision calculus than contract cases. 

Unemployment compensation laws are to be liberally construed in favor of the 

employee. See Bridgestone/Firestone, Inc. v. Empl’t Appeal Bd., 570 N.W.2d 85, 

96 (Iowa 1997) (“The purpose of our unemployment compensation law is to 
9

protect from financial hardship workers who become unemployed through no 

fault of their own. We are to construe the provisions of that law liberally to carry 

out its humane and beneficial purpose.”). There is no similar interpretive 

framework to be applied in contract cases in favor of the employee. Instead, we 

are to interpret and construe the contract in accord with the parties’ intent as 

evidenced by the language used in the agreement. See Home Fed. Sav. & Loan 

Ass’n v. Campney, 357 N.W.2d 613, 617 (Iowa 1984).

Second, the question presented in unemployment cases is decidedly 

different from the question presented here. In unemployment compensation 

cases, the relevant question is not the distinction between resignation and 

involuntary termination per se. Instead, the relevant question is whether the 

employee is disqualified from the receipt of benefits. See, e.g., Bd. of Educ. v. 

Gray, 806 S.W.2d 400, 402–03 (Ky. Ct. App. 1991) (“The system’s sole function 

is to determine whether or not the affected employee meets the statutory criteria 

to qualify for benefits, not to inquire or make any judgments regarding the 

reasons behind an employee’s termination. Other jurisdictions have recognized 

this critical distinction, and we concur with their reasoning.”); Shelton v. Oscar 

Mayer Foods Corp., 481 S.E.2d 706, 708 (S.C. 1997) (stating “the narrow issue 

the [Employment Security Commission] decides is simply whether the claimant is 

qualified to receive employment benefits”). The disqualification question 

frequently turns on statutory or regulatory authority defining a voluntary 

termination for the purposes of receipt of benefits. For example, Iowa 

Administrative Code section 871-24.25(38) explicitly provides an employee shall 

not be disqualified from the receipt of unemployment compensation benefits for 
10

the remainder of the notice period when the employer discontinues employment 

prior to the end of the notice period. 

The mere fact that many states, including Iowa, have implemented 

statutes and regulations broadly extending unemployment compensation benefits 

to employees has no bearing on the issue of whether an employee was 

“involuntarily terminated” within the meaning of the parties’ employment 

agreement. Indeed, the public policy underlying unemployment compensation is 

so distinct from civil litigation that many states deny preclusive effect to 

unemployment compensation proceedings. See, e.g., Powers v. Arachnid, Inc., 

617 N.E.2d 864, 868–69 (Ill. App. Ct. 1993) (“Although the parties are the same 

in plaintiff’s claim for unemployment compensation and for breach of the 

severance agreement, the causes of action are not identical . . . . The facts 

necessary to sustain a favorable judgment for breach of the severance 

agreement would be that the parties agreed to give plaintiff severance pay under 

certain terms and conditions, that those conditions were met, and that defendant 

failed to perform under the terms of the agreement. This evidence would not 

have sustained nor been material to a judgment for unemployment 

compensation.”); Gray, 806 S.W.2d at 403; Olivieri v. Y.M.F. Carpet, Inc., 897 

A.2d 1003, 1014 (N.J. 2006) (holding “collateral estoppel effect is to be denied to 

unemployment compensation determinations” and collecting cases); Shovelin v. 

Cent. N.M. Elec. Co-op, Inc., 850 P.2d 996, 1004–05 (N.M. 1993) (holding the 

doctrine of collateral estoppel would not preclude plaintiff-employee from 

relitigating the nature of his separation from employer following adverse decision 

regarding unemployment compensation benefits because of, among other things, 
11

the remedial legislative purpose underlying unemployment compensation law); 

Distelzweig v. Hawkes Hosp., 518 N.E.2d 43, 46 (Ohio Ct. App. 1986) (“Although 

the board properly denied plaintiff unemployment compensation because she 

was discharged for ‘just cause’ within the meaning of the unemployment 

compensation law, a reasonable interpretation of the employment contract raises 

genuine issues of material fact as to whether the employer breached the 

employment contract and was liable for corresponding damages.”); Rue v. KMart Corp., 691 A.2d 498, 501 (Pa. 1997) (examining public policy underlying 

unemployment compensation and civil litigation and concluding application of 

estoppel was not warranted).

In the absence of any controlling or persuasive authority, we conclude the 

Commission did not involuntarily terminate Bradshaw’s employment within the 

meaning of the employment agreement. Without prompting from the 

Commission, Bradshaw emailed his resignation to the Commission, stating, “I 

have decided to resign my position here at the Eastern Iowa Airport.” Two days 

later, the Commission formally accepted the resignation. It was Bradshaw who 

intended to completely sever the employer-employee relationship and who 

communicated his intent to completely sever the employer-employee 

relationship. The fact the parties disagreed on the last day Bradshaw would be 

in the office and the last day of his employment—Bradshaw requesting 

November 3, and the Commission authorizing October 5—is immaterial to the 

question of who took action to sever the relationship. It seems to us who caused 

the discontinuance of the employment relationship is a different question from 
12

when the employment relationship discontinued, at least within the meaning of 

this contract. 

Our conclusion best gives effect to the parties’ intended purpose. See 

Home Fed. Sav. & Loan Ass’n, 357 N.W.2d at 617 (“The purpose of contract 

interpretation is to ascertain the intent of the contracting parties at the time the 

contract was made.”); Haggin v. Derby, 229 N.W. 257, 260 (Iowa 1930) (“Another 

well-recognized rule of construction of contracts is that it is the duty of the court 

to place itself, as nearly as may be, in the situation of the parties at the time of 

the making of the contract, so as to view the circumstances as the parties viewed 

them. The court should consider the nature of the agreement itself, together with 

all the facts and circumstances leading up to and attending its execution, the 

relation and condition of the parties, the nature and situation of the subject–

matter, and the apparent purpose of making the contract.”). The entirety of 

paragraph 3 of the agreement evidences the parties’ intent to provide Bradshaw 

with additional compensation in the event the Commission decided to terminate 

his employment against his will (and not for any disqualifying reason) where he 

could potentially find himself unemployed or underemployed. There is nothing in 

the text of paragraph 3 or any other provision of the employment agreement that 

evidences the severance pay provision was intended to provide Bradshaw with 

bonus or additional compensation in the event he accepted other employment 

and resigned his employment with the Commission. 

Our conclusion also provides reciprocal protection for each party’s interest 

in achieving a fair, practical result. We have concluded Bradshaw was not 

“involuntarily terminated” when he resigned and the Commission accepted the 
13

resignation but with a different effective date. Consider the converse situation. 

Imagine the Commission communicated to Bradshaw it intended to terminate his 

employment (and not for any disqualifying reason) effective in sixty days. In 

response, Bradshaw commenced a search for employment, found a new 

position, and told the Commission he would not work the last thirty days of the 

notice period because he was going to commence employment in his new 

position. In that case, we would not conclude Bradshaw voluntarily resigned his 

employment because he did not continue to work through the notice period after 

the Commission already informed him it intended to terminate the employment 

relationship regardless. Instead, we would say the employer involuntarily 

terminated Bradshaw’s employment even though Bradshaw voluntarily left 

employment prior to the end of the notice period.

Our conclusion also comports with common sense and practical reason. 

The law “cannot be dealt with as if it contained only the axioms and corollaries of 

a book of mathematics.” Oliver Wendell Holmes, Jr., The Common Law 1 (Dover 

ed. 1991). “[T]he secret root from which the law draws all the juices of life” are 

considerations of expediency and practicality. Id. at 35. It defies practical sense

to conclude the Commission owes severance pay to Bradshaw under the 

circumstances presented. Bradshaw is asking that we “sacrifice good sense to a 

syllogism.” Id. at 36. We decline to do so.

For the foregoing reasons, we conclude the district court did not err in 

granting the Commission’s motion for summary judgment and in denying 

Bradshaw’s cross motion for summary judgment on the issue of whether 

Bradshaw was entitled to severance pay under the terms of the employment 
14

agreement. The agreement provided Bradshaw would be entitled to severance 

pay only where the Commission “involuntarily terminated” his employment. It is 

not disputed Bradshaw intended to completely sever the employment relationship 

and communicated his resignation via email. It is also not disputed that 

Commission accepted Bradshaw’s resignation. For the purposes of contract 

interpretation and construction, it is immaterial the parties disagreed on the 

effective date of the resignation. As a matter of law, Bradshaw was not 

“involuntarily terminated” within the meaning of the employment agreement.

IV.

We next address the question of whether the district court erred in holding 

Bradshaw was entitled to compensation for the remainder of the notice period. 

We conclude the district court did err. Bradshaw resigned his employment with 

the Commission. The Commission decided Bradshaw’s last date of employment 

was October 5, 2014, and the Commission paid Bradshaw through that date. 

There is no legal basis for concluding Bradshaw is entitled to additional 

severance or compensation from the employer beyond his last date of 

employment. No statute provides for it. Nothing in the employment agreement 

provides for it. Bradshaw concedes in his reply brief that he is not entitled to 

compensation for the additional month. 

Even if Bradshaw had not conceded the issue, to conclude to the contrary 

creates an untenable result. It would allow for an employee to change his or her 

status from employed-at-will to employed-for-a-definite-term by simply including 

an effective date in a notice of resignation. In this case, Bradshaw gave sixty 

days’ notice, and the district court held he was thus entitled to sixty days’ 
15

compensation, without regard to whether he was employed or not. What then 

stops an employee from giving six months’ or nine months’ notice? An employee 

cannot guarantee himself or herself compensation from an employer for a 

particular term by simply providing notice of his or her resignation to occur at 

some future date. The district court erred in holding otherwise.

V.

For the foregoing reasons, we affirm in part and reverse in part the 

judgment of the district court. We conclude the district court did not err in holding 

Bradshaw was not entitled to severance pay under the terms of the employment 

agreement. We conclude the district court did err in holding Bradshaw was 

nonetheless entitled to compensation. We remand this matter with instruction to 

vacate the judgment in favor of Bradshaw and against the Commission and for 

entry of judgment dismissing Bradshaw’s claim. Because we have resolved this 

case on other grounds, we need not address the Commission’s arguments 

regarding estoppel and accord and satisfaction.

AFFIRMED IN PART, REVERSED IN PART, AND REMANDED WITH 

DIRECTIONS ON CROSS APPEAL.

Bower, J., concurs; Mullins, P.J., partially dissents.
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MULLINS, Presiding Judge. (concurring in part and dissenting in part)

I concur in so much of the majority opinion that concludes as a matter of 

law Bradshaw voluntarily resigned and was not terminated.

I respectfully dissent from the part of the opinion that reverses the district 

court’s order compensating Bradshaw to November 3, 2014. The contract 

provided “his notice of resignation shall be tendered to the Commission no less 

than 30 days prior to his departure date.” Bradshaw complied with the terms of 

the contract. The contract could have provided a strict thirty-day notice, but it did 

not. The contract gave Bradshaw the right to select a voluntarily resignation date 

of “no less than 30 days.” He did that. Although I would agree a reasonableness 

clause could be interpreted to apply to the selection of a termination date—a date 

fixed far in the future might under some circumstances be interpreted 

unenforceable—that is not the case here and is not part of the majority’s 

analysis. I find nothing in the contract or the case law that gave the Commission 

the authority to unilaterally decide to change the voluntary resignation date.

As a matter of contract analysis and enforcement, I would find Bradshaw 

is entitled to compensation through his announced effective resignation date. I 

would deny the Commission’s cross-appeal and affirm the district court.