Billmyre v. Sacred Heart Hospital of Sisters of Charity, Inc.

Singley, J., delivered the opinion of the Court. Mrs. Mary E. Billmyre brought suit in the Circuit Court for Allegany County against Sacred Heart Hospital of the Sisters of Charity, Inc. (the Hospital), in which she sought to recover $10,037.48 in damages for the breach of an employment contract. 1 From a judgment in the Hospital’s favor for costs, Mrs. Billmyre has appealed. By letter agreement dated 15 October 1972, Mrs. Billmyre was employed as coordinator-instructor in the Hospital’s School of Practical Nursing. The agreement is set out below: “It is hereby agreed by and between Sacred Heart Hospital School of Practical Nursing, Cumberland, Maryland and Mary E. Billmyre, R.N., that the said employee shall be and is hereby employed in the School of Practical Nursing as Coordinator/l/4-Instructor/3/4.

The salary of said certificated employee shall be fixed by the Sacred Heart Hospital and the State Department of Education — Manpower Development.[ 2 ] “And it is further agreed that the said certificated employee will not vacate the position to ⁶⁴⁰ which assigned during the school year, except in case of emergency. “And it is further agreed that the said certificated employee will perform all duties required by the Maryland State Board of Examiners of Nurses. “And it is further agreed that either of the parties to this contract may terminate it at the end of the school year by giving notice in writing to the other not later than May 1 of such school year. “And it is further agreed that if the certificated employee named herein wishes to vacate his or her position thirty days notice in writing shall be given Sacred Heart Hospital except in case of emergency of which Sacred Heart Hospital shall judge. “This contract shall continue for the duration of one year subject to the aforegoing conditions. Sacred Heart Hospital may suspend or dismiss the employee at any time in accordance with Sacred Heart Hospital Personnel Policy #9. “And it is further agreed that the certificated employee shall perform his or her duties in keeping with the fundamental philosphy of Sacred Heart Hospital and shall abide by the policies set forth by the administration of said institution. “This contract shall automatically terminate if the employee ceases to hold a professional certificate as set forth by the State Board of Examiners of Nurses in the State of Maryland. “This said certificated employee on his or her part hereby accepts said appointment to take effect on the 6/5 day of 72,19-- “Date of signing this contract 10/15, 1972.”[ 3 ] (Emphasis supplied.) ⁶⁴¹ Mrs. Billmyre was on a 30-day leave of absence for surgery in April-May, 1973, and upon her return received the following letter, written on 18 May, from Sister Mary Agnes, the Hospital’s Director of Nursing Service: “This is to confirm the conversation that I had with you in my office as well as the telephone conversation that I had with you. I do not think it wise for you to continue in the Practical Nurse Program at the present time. I presented to you three choices.

I suggested: “1. You take an educational leave and better prepare yourself for teaching, which you say you enjoy. “2. You return to staff nursing. “3. That you resign. “I would like an answer regarding your choice by Monday, May 21. “You may return to the school until graduation, after you have been cleared by the Emergency Room doctor, according to the hospital policy. “I feel that this decision has been made in your best interest.” The principal thrust of Mrs. Billmyre’s argument is that the contract must be construed as renewing itself for another year in the absence of notice from either party prior to 1 May.

The trial court found the contract to be sufficiently ambiguous to permit introduction of testimony as regards the intention of the parties, and concluded that the parties intended the contract to be for one year only. As a consequence, in entering judgment for the Hospital, it was unnecessary to consider Mrs. Billmyre’s duty to mitigate damages. We simply do not share this view. The contract may not be the epitome of skilled draftsmanship but it is certainly not ambiguous.

In tracking the language of the State Board of ⁶⁴² Education contract which is automatically renewed for a second year in the absence of notice, the parties may have unwittingly embraced a Procrustean resolution of their purpose — but there can be no doubt as to what meaning should be given the sentence “And it is further agreed that either of the parties to this contract may terminate it at the end of the school year by giving notice in writing to the other not later than May 1 of such school year.” The later statement, “This contract shall continue for the duration of one year subject to the aforegoing conditions. ” (Emphasis supplied:) does not modify the earlier: it is expressly subordinate to it. We have long since passed the point in time where the clear and unambiguous language of an agreement will give way to what the parties thought the agreement meant or intended it to mean, Sachse v. Walger, 265 Md. 515, 520 , 290 A. 2d 785, 788 (1972); U.S.I.F. Triangle v. Rockwood Dev. Co., 261 Md. 379, 383 , 275 A. 2d 487, 489 (1971); Ray v. Eurice, 201 Md. 115, 127 , [Ray v. William G. Eurice & Bros.,] 93 A. 2d 272, 278-79 (1952). Where a contract is plain and unambiguous, there is no room for construction, and it must be presumed that the parties meant what they expressed, Canaras v. Lift Truck Services, Inc., 272 Md. 337, 350 , 322 A. 2d 866, 873 (1974); Kasten Constr.

Co. v. Rod Enterprises, Inc., 268 Md. 318, 328 , 301 A. 2d 12, 18 (1973); Little v. First Federated Life, 267 Md. 1, 6 , 296 A. 2d 372, 375 (1972); Kermisch v. Savings Bank of Baltimore, 266 Md. 557, 560-61 , 295 A. 2d 776, 778 (1972); Devereux v. Berger, 253 Md. 264, 269 , 252 A. 2d 469, 471 (1969). When the language of a contract is clear, the true test of what is meant is not what the parties to the contract intended it to mean, but what a reasonable person in the position of the parties would have thought it meant, Sachse v. Walger and U.S.I.F. Triangle v. Rockwood Dev. Co., both supra; Seldeen v. Canby, 259 Md. ⁶⁴³ 526, 531, 270 A. 2d 485, 488 (1970); Katz v. Pratt Street Realty Co., 257 Md. 103, 120 , 262 A. 2d 540, 548 (1970); Ray v. Eurice, supra. And see Monticello v. Monticello, 271 Md. 168, 173 , 315 A. 2d 520, 522-23 , cert. denied, 419 U. S. 880 (1974).

Chief Judge Brune summarized the matter for the Court in Slice v. Carozza Properties, Inc., 215 Md. 357, 368 , 137 A. 2d 687, 693 (1958): “As we turn to the authorities, we may note first that the theory of ‘objective law’ of contracts has been almost universally adopted by this time. The written language embodying the terms of an agreement will govern the rights and liabilities of the parties, irrespective of the intent of the parties at the time they entered into the contract, unless the written language is not susceptible of a clear and definite understanding, or unless there is fraud, duress or mutual mistake. Ray v. Eurice, 201 Md. 115 , 93 A. 2d 272 . ‘* * * where there has been an integration of an agreement, those who executed it will not be allowed to place their own interpretation on what it means or was intended to mean. The test in such case is objective and not subjective. * * * Williston * * *