Salehpoor v. New Mex. Inst. of Mining & Tech.
Salehpoor v. New Mex. Inst. of Mining & Tech.
Opinion of the Court
{1} Plaintiff Karim Salehpoor sued his former employer, Defendant New Mexico Institute of Mining and Technology, claiming, among other things, that Defendant wrongfully discharged him in violation of his employment contract. Defendant moved for summary judgment based on two theories of sovereign immunity under NMSA 1978, Section 37-1-23 (1976): (1) that Plaintiff's claim was time-barred and (2) that his claim was not based on a valid written contract. The district court denied the motion. We granted Defendant's petition for a writ of error pursuant to Rule 12-503 NMRA to review the nonfinal order. We affirm.
FACTS AND PROCEDURAL HISTORY
{2} Beginning in January 2008, Defendant employed Plaintiff as a tenure-track mechanical engineering professor under a series of written one-year employment contracts, the most recent of which covered the 2011/2012 *1172academic year from August 8, 2011, through May 11, 2012. On April 2, 2012, Defendant's Vice President of Academic Affairs sent Plaintiff a memorandum informing him that Defendant would not enter into a new employment contract with him and directing him to "surrender all [of Defendant's] property[,] including keys[,]" by May 11, 2012. Plaintiff continued working for Defendant through that date.
{3} Plaintiff commenced this lawsuit on May 12, 2014, alleging that Defendant had breached their contract by wrongfully terminating him in violation of "the total employment agreement."
written policies and procedures and actual practices included a program of "progressive discipline" through which [Defendant] created self-imposed limitations on any discharge or discipline of an employee. These written policies and actual practices expressly limited the grounds for discharge and created self[-]imposed mandatory pre-termination steps and procedures.
{4} Defendant moved for summary judgment on Plaintiff's wrongful discharge claim based on two theories of sovereign immunity under Section 37-1-23. Defendant argued first that Section 37-1-23(B) barred Plaintiff's claim for wrongful discharge based on breach of contract because Plaintiff filed his complaint more than two years after his claim accrued. The parties did not dispute that Defendant gave Plaintiff notice of his termination on April 2, 2012, that Plaintiffs' employment terminated May 11, 2012, or that Plaintiff filed his complaint on May 12, 2014. Whether summary judgment was appropriate hinged on whether Plaintiff brought his claim "within two years from the time of accrual." Section 37-1-23(B). Plaintiff argued that his claim accrued from the date of his termination, May 11, 2012, while Defendant argued that Plaintiff's claim accrued on April 2, 2012, when Defendant gave Plaintiff the notice of nonrenewal.
{5} As an additional basis for summary judgment, Defendant argued that Section 37-1-23(A) barred Plaintiff's claim because it was not based on a valid written contract. This was so, according to Defendant, because Plaintiff had failed to allege that Defendant had breached a specific contractual term of any policy, employment manual, or other document. In response, Plaintiff pointed to his interrogatory answers and affidavit, which referenced a document, titled "Regulations Governing Academic Freedom and Tenure" (the Regulations), purportedly issued by Defendant. In his affidavit, Plaintiff alleged that Defendant violated various provisions of the Regulations, including the procedure for providing notice of termination to employees and the prohibition against retaliatory termination. Defendant replied, claiming that Plaintiff had failed to produce in discovery or in response to the summary judgment motion *1173any document that included the implied contract terms Defendant had allegedly breached.
{6} During the hearing on the summary judgment motion, Plaintiff's counsel read a document that he identified as the Regulations into the record. Defendant objected on the ground that Plaintiff had failed to produce the document in discovery and asserted that it was therefore unable to identify the document from which Plaintiff's counsel had read. The district court ordered supplemental briefing and directed Plaintiff to produce the document he had read from during the hearing. Plaintiff attached the Regulations to his supplemental brief along with responses to requests for production that identified the Regulations. In response, Defendant complained once again that Plaintiff had never produced the Regulations in discovery and argued that Plaintiff had failed to authenticate the Regulations.
{7} The district court denied Defendant's summary judgment motion. We granted Defendant's petition for a writ of error to review the district court's order.
DISCUSSION
I. Statute of Limitations
{8} Defendant first argues that the district court erroneously denied Defendant's motion for summary judgment based on the two-year statute of limitations in Section 37-1-23(B). Defendant contends Plaintiff's claim for wrongful discharge by breach of contract accrued on April 2, 2012, when Defendant notified Plaintiff that it had decided not to renew Plaintiff's contract.
{9} Because the parties do not dispute when Defendant gave Plaintiff notice of his termination, when Plaintiff's employment actually terminated, or when Plaintiff filed his complaint, our review is limited to whether the district court correctly applied the governing law to the undisputed facts. See Haas Enters. v. Davis ,
{10} Section 37-1-23(B) provides that claims for breach of a valid written contract against governmental entities "shall be forever barred unless brought within two years from the time of accrual." A claim accrues when all of the elements of the claim are present-when the claim "come[s] into existence as an enforceable claim or right[.]" Accrue , Black's Law Dictionary (10th ed. 2014); see also 1 Calvin W. Corman, Limitation of Actions § 6.1, at 370 (1991) ("It would clearly be unfair to charge [a] plaintiff with the expiration of any time before the plaintiff's cause of action could be prosecuted to a successful conclusion."). Plaintiff's wrongful discharge claim is based on Defendant's alleged breach of an implied contractual term, as described above. A breach of contract claim accrues at the time of breach. Corman, supra , § 7.2.1, at 482. Accordingly, "[t]he statute of limitations on a breach of contract claim runs from the date the contract is breached." Nashan v. Nashan ,
{11} We begin with the basic premise that, because "[t]he law of contract is the law of promises[,]" 10 John E. Murray, Jr., Corbin on Contracts § 54.1, at 112 (rev. ed. 2014), an action for breach of contract is an action on a broken promise.
{12} Applying these principles, we conclude that Defendant did not fail to perform its obligations under any implied agreement by providing Plaintiff with the April 2, 2012, notice of nonrenewal. If Plaintiff is correct that an implied agreement required Defendant to refrain from terminating Plaintiff unless Defendant used specific procedures or had specific reasons for termination, Defendant could only breach the agreement by actually terminating Plaintiff in a manner inconsistent with the agreement's terms. We therefore hold that Plaintiff's cause of action accrued when Plaintiff's employment terminated, and that the time for bringing his wrongful discharge claim under Section 37-1-23(B) began to run only then. Because Plaintiff filed his complaint on May 12, 2014-exactly two years from the accrual of his claim-the district court correctly concluded that Plaintiff's claim was timely.
{13} Defendant does not claim that any breach by nonperformance occurred before May 11, 2012. Instead, citing UJI 13-822, Defendant contends that the breach at issue occurred, if at all, on April 2, 2012, when it notified Plaintiff that his contract would not be renewed. We disagree.
{14} UJI 13-822 and UJI 13-824 NMRA address the doctrine of anticipatory repudiation. UJI 13-822 states that "[a] person may breach a contract by ... announcing ahead of time that he or she will not perform a contractual obligation when the time for that performance comes due[.]" And UJI 13-824 provides that "[i]t is a breach of contract if, before performance became due, [the promisor] announce[s] or otherwise demonstrate[s the promisor's] intention not to perform a contractual obligation[.]" Neither these instructions nor other authorities addressing anticipatory repudiation support Defendant's requested holding. The doctrine of anticipatory repudiation is an exception to the general rule that only a party's failure to perform as promised constitutes a breach. It allows a party to a contract to treat the contract as breached upon learning of the other party's repudiation of its contractual obligations-its "distinct, unequivocal, and absolute refusal to perform according to the terms of the agreement." Gilmore v. Duderstadt ,
{15} Critically, however, an anticipatory repudiation "is not automatically" a breach of contract; a repudiation does not operate as a breach unless "it [is] treated as such at the election of the promisee ." UJI 13-824 Committee Commentary (emphasis added). Because the decision to treat a repudiation as a breach is the non-breaching party's to make, repudiation does not start the statute of limitations clock unless and until the non-repudiating party makes that decision. E.g. , Murray, supra , § 54.31, at 333 ("There is no necessity for making the statutory period of limitation begin to run against the plaintiff until the day fixed by the contract for the rendition of performance, at least unless the plaintiff definitely elects to regard the anticipatory repudiation as a final breach."); Corman, supra , § 7.2.1, at 488 ("The aggrieved party is entitled to sue either when the anticipatory repudiation occurs or at the later time for performance under the contract. The time of accrual consequently *1175depends on whether the injured party chooses to treat the anticipatory repudiation as a present breach."); 4 Arthur Linton Corbin, Corbin on Contracts § 989, at 967 (1951); Restatement (First) of Contracts § 322 (1932) ; cf. Gibbs v. Whelan ,
{16} Defendant invokes the general principle that an anticipatory repudiation may operate as a breach, but does not argue that Plaintiff elected to treat the notice of April 2, 2012, as a breach before his employment terminated. We are under no obligation to review undeveloped arguments, see Headley v. Morgan Mgmt. Corp. ,
{17} Defendant cites Tull v. City of Albuquerque ,
{18} Tull has no bearing on this appeal, the outcome of which does not depend on whether the alleged wrong was single or continuing. The issue before us is when Plaintiff's claim "accru[ed]" under Section 37-1-23(B), and, as we have explained, that did not occur under the facts presented until the actual termination of Plaintiff's employment. The metaphor we used in Tull does not fit here. The continuation of Plaintiff's employment did not prolong the life of his wrongful termination claim. It delayed the birth of that claim.
II. Valid Written Contract
{19} Defendant also argues that the district court erred by denying its motion for *1176summary judgment because Defendant is immune from Plaintiff's suit. Defendant seeks refuge in Section 37-1-23(A), which grants "[g]overnmental entities ... immunity from actions based on contract, except actions based on a valid written contract."
{20} Our process for reviewing an order denying summary judgment involving immunity from suit "is more complex than a review of ordinary summary judgment decisions." Campos de Suenos, Ltd. v. County of Bernalillo ,
{21} Applying this standard, we conclude that the district court did not err in denying Defendant's summary judgment motion. It is undisputed that Defendant and Plaintiff executed a written employment contract in May 2011 covering Plaintiff's employment between August 8, 2011, and May 11, 2012. When a written employment contract exists, "our courts have been particularly sensitive to an employee's reliance upon extrinsic evidence to aid in interpreting an existing employment relationship evidenced by a writing." Univ. of N.M. Police Officer's Ass'n v. Univ. of N.M. ,
{22} Plaintiff's wrongful discharge theory rests on these precedents. Plaintiff claims that the contract for the 2011/2012 academic year does not state all of the terms of the parties' employment agreement, that other documents memorialize additional terms, and that Defendant breached those additional terms. In response to Defendant's summary judgment motion, Plaintiff relied on the Regulations Governing Academic Freedom and Tenure. Plaintiff's counsel pointed to Subsection II(D), which is titled "Non-reappointment and Termination of Appointments by the Institute." Counsel contended that Defendant had violated Subsection II(D) by terminating Plaintiff without giving him sufficient advance notice. Defendant does not argue on appeal that the content of the Regulations is insufficient, as a matter of law, to support Plaintiff's claim that Defendant had contractually restricted its power to terminate him.
{23} Instead, Defendant argues that the district court's reliance on the Regulations in denying its summary judgment motion was improper for two apparently separate reasons. First, Defendant argues that Plaintiff failed to present evidence that the Regulations were in effect at the time his employment terminated. Defendant appears to claim that if the Regulations were not in effect during the relevant time period, then they were not part of the "written contract," and Plaintiff's claim could not be "based on" them for purposes of Section 37-1-23(A). If, however, it is reasonable to infer from the *1177record that the Regulations were in effect during the relevant time period, we cannot reverse the district court. See Madrid v. Brinker Rest. Corp. ,
{24} Defendant also argues that Plaintiff failed to establish that the Regulations are authentic under our rules of evidence. Had this been the only argument in Defendant's petition for a writ of error, we would have denied the petition. A district court's discretionary ruling about whether a particular document is authentic, see State v. Trujillo ,
{25} We nevertheless exercise our discretion to decide the merits of the authentication issue because, under the unusual facts of this case, declining to review the issue at this juncture would not advance the interests underlying the collateral order doctrine. Because we have granted the writ of error to review other issues that are properly before us, our simultaneous review of the related authentication question does not increase delay and involves minimal expenditure of appellate resources.
{26} Where, as here, a party has raised a timely objection to evidence submitted in summary judgment proceedings, the proponent of the evidence must "set forth facts as would be admissible in evidence[.]" Mealand ,
{27} When authentication is at issue, "[t]here is no abuse of discretion when the evidence is shown by a preponderance of the evidence to be what it purports to be." State v. Jackson ,
{28} The district court did not abuse its discretion because various distinctive characteristics of the Regulations provided it with a sufficient basis for concluding that they were more likely than not authentic. The first page of the document includes a distinctive logo that features the school's nickname (New Mexico Tech), a graphic representation of three mountains, and the words "SCIENCE," "ENGINEERING," "RESEARCH," and "UNIVERSITY." This same logo appears on two other key documents that the court and the parties treated as authentic: the parties' contract for the 2011/2012 academic year and the memorandum notifying Plaintiff of Defendant's decision to terminate him. The first page of the Regulations also includes an appropriate title, the formal name of the school, and the school's location. The second page includes a table of contents with many headings, all of which describe subject matter appropriate for regulations on academic freedom and tenure. The second page also states that the Regulations were "[a]pproved by the Board of Regents of New Mexico Institute of Mining and Technology" in 1985. The remaining ten pages of the document include text that addresses, in the order indicated, the same topics listed in the table of contents. The "appearance, contents, substance, [and] internal patterns," Rule 11-901(B)(4), of the Regulations sufficiently supported the district court's conclusion that they were authentic.
CONCLUSION
{29} We affirm the district court's order denying Defendant's motion for summary judgment and remand for further proceedings consistent with this opinion.
{30} IT IS SO ORDERED.
WE CONCUR:
JULIE J. VARGAS, Judge
KRISTINA BOGARDUS, Judge
Plaintiff's complaint also included a claim for wrongful termination in violation of public policy, which the district court dismissed, and a claim for defamation, on which the district court granted Defendant's motion for summary judgment. Neither claim is part of this appeal.
Due to an apparent typographical error, the complaint alleged that Plaintiff's "employment continued until May 11, 2013." The surrounding allegations make clear that Plaintiff meant to allege that his employment ended in 2012, and all of the evidence before us is to that effect.
Because of the "imbalance of power" inherent in the employer-employee relationship and the need to protect the "reasonable expectations employers create in their employees," employment contracts "represent a unique body of law." Campos de Suenos, Ltd. v. Cty. of Bernalillo ,
Both parties urge us to borrow from opinions issued by courts in other jurisdictions that address how those jurisdictions' time-bar statutes apply to various types of employment claims under those jurisdictions' laws. Because New Mexico law and established principles of contract law dictate the outcome of this appeal, we have no need to rely on, or even discuss, the out-of-jurisdiction cases the parties have cited. Cf. In re Adoption of Francisco A. ,
During the summary judgment hearing, the district court suggested that it would grant the motion if it concluded, after reviewing the parties' supplemental briefs, that the Regulations went into effect after the 2011/2012 academic year. Plaintiff's supplemental brief included the Regulations, which indicate that Defendant adopted them long before Plaintiff's employment began.
We express no opinion about whether Rule 11-901(B)(4) was the only proper vehicle for authenticating the Regulations.
Reference
- Full Case Name
- Karim SALEHPOOR v. NEW MEXICO INSTITUTE OF MINING AND TECHNOLOGY, and Warren Ostergren, Dr. Tom Engler, Board of Regents of the New Mexico Institute of Mining and Technology, and Daniel Lopez
- Cited By
- 14 cases
- Status
- Published