Facts
- Richard J. Goodkind was a tenured faculty member in the University of Minnesota School of Dentistry.
- Anticipating a vacancy, the dean appointed a search committee in 1982 to screen and recommend candidates for chairperson of the Department of Fixed Prosthodontics.
- Goodkind applied for the chair position.
- In May 1983, the search committee recommended Goodkind as the only candidate.
- The dean decided not to appoint Goodkind, citing concerns including Goodkind’s limited predoctoral teaching experience in prosthodontics, lack of budget and personnel-management experience, differences in educational goals, and doubts about a workable relationship.
- Instead, the dean appointed an acting chairperson and later moved toward using another search process.
- The Board of Regents had adopted a Dental School Constitution intended to define the school’s purpose, authorities, and responsibilities; it stated that applicants for chairpersons and department heads “shall be appointed by the dean from the recommendations of the search committee.”
- Goodkind’s individual employment contract did not expressly include the constitution’s chair-appointment language.
- Goodkind sued for breach of contract, arguing that the constitution was incorporated into his employment relationship and required the dean to appoint from the search committee’s recommendations.
- The district court granted summary judgment for Goodkind and ordered the University to appoint him chair.
- The University appealed.
Issues
- Whether the Dental School Constitution was incorporated into Goodkind’s employment relationship as an enforceable contract term governing the chair-selection procedure.
- Whether the University’s hiring policy (Administrative Policy 15) should control the appointment decision in a way that preserved broader administrative discretion than the constitution’s “shall be appointed … from the recommendations” language.
- Whether the district court’s remedy ordering the University to appoint Goodkind as chair was proper.
Decision
- The court of appeals affirmed summary judgment for Goodkind on liability, holding that the Dental School Constitution was part of the employment agreement for purposes of the chair-selection procedure and that the University breached that agreement by not making the appointment from the search committee’s recommendations.
- The court rejected the University’s attempt to rely on Administrative Policy 15 to displace the constitution’s mandatory appointment language.
- The court affirmed the judgment as modified, concluding that the trial court’s order compelling the University to appoint Goodkind as chair was too intrusive and had to be narrowed to relief consistent with enforcing the agreed procedure rather than dictating the specific appointment.
Legal Principles
- University governance documents (such as constitutions, bylaws, or faculty policies) may become implied terms of a faculty employment contract when adopted by the institution’s governing authority and intended to regulate the employment relationship.
- Mandatory procedural language (for example, “shall”) in an incorporated governance document can restrict administrative discretion and create enforceable duties.
- When an employer ignores a contractually required selection process for an internal position, it may be liable for breach even if the employee’s base employment contract does not expressly restate the process.
- Courts may enforce the parties’ agreed procedures while limiting remedies that effectively take over discretionary academic staffing decisions; specific performance compelling a particular academic appointment may be modified in favor of relief that requires use of the contractual process.
Conclusion
The Minnesota Court of Appeals held that the Dental School Constitution’s mandatory chair-appointment procedure was incorporated into Goodkind’s employment relationship and that the University breached it by refusing to appoint from the search committee’s recommendations, but the court modified the remedy to avoid a judicially mandated appointment while still requiring enforcement of the agreed selection process.