Sch. Dist. No. 1 in the Cnty. of Denver v. Denver Classroom Teachers Ass'n ( 2019 )

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ADVANCE SHEET HEADNOTE
January 14, 2019
2019 CO 5
No. 17SC139, School Dist. No. 1 v. Denver Classroom Teachers Ass’n—Labor and
Employment—Collective Bargaining—Contract Interpretation.
A dispute arose between a school district and a teachers’ association regarding
whether, pursuant to the terms of several collective bargaining agreements, the school
district was required to compensate teachers for attending English Learning Acquisition
(ELA) training. The trial court found the agreements ambiguous and asked the jury to
interpret them. The jury, in turn, returned a verdict for the teachers’ association. The
school district appealed, and the court of appeals affirmed. The supreme court now
affirms the judgment of the court of appeals, albeit on slightly different grounds. The
court acknowledges that the agreements contain a management rights clause, which
grants the school district control over all lawful rights and authority not expressly
addressed in the agreements. But because the “In-Service Education” provision in the
agreements is fairly susceptible to being interpreted as expressly requiring payment for
ELA training, the court cannot conclude that the management rights clause allows the
school district to refuse to pay for such training. Therefore, the supreme court agrees
with the court of appeals that the pertinent contract provisions are ambiguous and that
their interpretation was correctly submitted as a factual issue to the jury.
The Supreme Court of the State of Colorado
2 East 14th Avenue • Denver, Colorado 80203
2019 CO 5
Supreme Court Case No. 17SC139
Certiorari to the Colorado Court of Appeals
Court of Appeals Case No. 15CA0965
Petitioners:
School District No. 1 in the County of Denver and State of Colorado and Board of
Education of School District No. 1 in the County of Denver and State of Colorado,
v.
Respondent:
Denver Classroom Teachers Association.
Judgment Affirmed
en banc
January 14, 2019
Attorneys for Petitioners:
Semple, Farrington & Everall, P.C.
M. Brent Case
Jonathan P. Fero
Denver, Colorado
Attorney for Respondent:
Sharyn E. Dreyer
Denver, Colorado
JUSTICE SAMOUR delivered the Opinion of the Court.
¶1 The English Learning Acquisition (ELA) program aims to assist students who have
limited English language proficiency. A federal court’s Consent Order requires School
District No. 1 in Denver and its Board of Education (collectively “the District”) to staff
teachers who are “fully qualified” to teach English language learners. Starting in the mid-
1990s, the District compensated its teachers for ELA training.1 But the District
discontinued that practice after the 2006–07 school year.
¶2 Believing that the decision to stop paying teachers for ELA training violated a
series of the parties’ Collective Bargaining Agreements (CBAs),2 the Denver Classroom
Teachers Association (DCTA) pursued a grievance against the District that was referred
to nonbinding arbitration and resulted in a recommendation in favor of the DCTA.
Because the District declined to adopt that recommendation, however, the DCTA brought
this suit asserting a breach-of-contract claim against the District. The trial court ruled
that the relevant provisions of the CBAs are ambiguous and that their interpretation was,
therefore, an issue of fact for the jury. The jury, in turn, found the District liable for breach
of contract and awarded damages to the DCTA. A division of the court of appeals
1 For the sake of brevity, throughout this opinion we refer to compensation or payment
for time spent in ELA training as compensation or payment for ELA training.
2The District and the DCTA have entered into several CBAs and extensions: the 2005–08
CBA, the 2008–11 CBA, the 2011–12 Extension, and the 2012–15 Extension (collectively
“the CBAs”). By and large, the extensions adopted the CBA provisions with few
modifications of no relevance here.
2
subsequently affirmed the judgment of the trial court. We now affirm the judgment of
the court of appeals, albeit on slightly different grounds.
¶3 We conclude that the interpretation of the CBAs was properly submitted as an
issue of fact to the jury because the CBAs are ambiguous regarding payment for ELA
training. We are mindful that the management rights clause in the CBAs confers to the
District broad rights that are constrained only by express terms to the contrary. But
because the CBAs are fairly susceptible to being interpreted as expressly requiring
compensation for ELA training, we cannot conclude that the management rights clause
includes the right to refuse to pay for ELA training. This is not a situation in which the
CBAs are silent on the issue of compensation for ELA training. Therefore, we disagree
with the District that our decision in City and County of Denver v. Denver Firefighters Local
No. 858 (Denver Firefighters), 2014 CO 15, 320 P.3d 354, is dispositive. Because Denver
Firefighters is factually distinguishable, it is of no avail to the District.
I. Facts and Procedural History
¶4 The District is responsible for educating at least 30,000 students whose first
language is not English. Under a federal court’s Consent Order, the District is required
to employ “fully qualified” teachers for these students. The District’s teachers must do
one of two things to become fully qualified: (1) get a state endorsement to teach English
language learners (by obtaining a state-approved master’s degree), or (2) complete ELA
training within two years of being hired. Beginning in the mid-1990s, the District paid
its teachers for ELA training. But in 2008, the District decided it would no longer do so.
3
In lieu of compensation, the District began to offer teachers academic course credit for
ELA training.
¶5 Unhappy with this change in policy, the DCTA pursued a grievance. Following
nonbinding arbitration proceedings that culminated in a recommendation that was
favorable to the DCTA but was rejected by the District, the DCTA brought this suit for
breach of contract. Before trial, the District moved for summary judgment. Relying on
the management rights clause, the District argued that the CBAs unambiguously
establish that it retains the right to refuse to pay for ELA training. The trial court
disagreed, concluded that the CBAs are ambiguous, and asked the jury to interpret the
pertinent contract provisions. The jury found that the CBAs require payment for ELA
training, returned a verdict for the DCTA on the breach-of-contract claim, and awarded
the DCTA damages in excess of $1.1 million.
¶6 A division of the court of appeals affirmed, concluding that the jury was properly
asked to ascertain the meaning of the relevant contract provisions because the CBAs are
ambiguous regarding compensation for ELA training. Denver Classroom Teachers Ass’n v.
Sch. Dist. No. 1 in Denver & Colo. (Denver Classroom Teachers), 2017 COA 2, ¶¶ 13–18,
__ P.3d __. The division acknowledged that the CBAs contain a management rights
clause, which gives the District control over “[a]ll lawful rights and authority” not
expressly addressed in the CBAs. Id. at ¶ 14. It further recognized that ELA training is a
posted job requirement and the CBAs are silent on whether the District is required to pay
teachers for fulfilling a posted job requirement. Id. at ¶¶ 15–16. But the division observed
that the CBAs require “payment for work beyond the forty-hour week, and . . . the ELA
4
training may fall into that category.” Id. at ¶ 17. Thus, reasoned the division, the CBAs
are “fairly susceptible to being interpreted to require payment” for ELA training. Id.
¶7 Notably, the division found unpersuasive the District’s reliance on Denver
Firefighters:
[I]n that case the supreme court determined that the CBA in question
unambiguously gave the city the right to draft and implement the disputed
terms. Here, in contrast, we have concluded that the CBAs are ambiguous
regarding payment for ELA training. Therefore, although management
rights clauses provide expansive rights under certain circumstances, those
circumstances are not present in this case.
Id. at ¶ 18. This appeal followed.3
II. Analysis
¶8 The court of appeals determined that, since the provision in the CBAs requiring
payment for work beyond the forty-hour week may include ELA training, the CBAs are
fairly susceptible to being interpreted as requiring payment for such training. Id. at
¶¶ 16–17. The District contends that the court of appeals improperly narrowed the scope
of the holding in Denver Firefighters by giving short shrift to the management rights clause
in the CBAs. Relying on the management rights clause, the District urges that it retains
3 We granted certiorari to review the following question:
Whether the court of appeals improperly narrowed this Court’s decision in
City and County of Denver v. Denver Firefighters Local No. 858, 320 P.3d 354
(Colo. 2014), by failing to credit expansive management rights clauses and
finding ambiguity where collective bargaining agreements did not
expressly limit the authority to require teachers to complete ELA training
as a job condition without additional compensation.
5
the right to refuse to pay for ELA training because the CBAs do not expressly address
compensation for the fulfillment of a posted job requirement. We are unpersuaded.
¶9 The CBAs require payment for “Extra Duty,” including “In-Service Education,”
and we conclude that the term “In-Service Education” is fairly susceptible to being
interpreted as including ELA training. Therefore, we agree with the court of appeals that
the trial court properly submitted the interpretation of the pertinent contract provisions
to the jury.4
¶10 In addressing the merits of the District’s position, we analyze the relevant
provisions of the CBAs and review our decision in Denver Firefighters. Before doing so,
though, we take a moment to set forth the standard of review that governs this appeal
and the tenets of contract interpretation that guide our decision.
A. Standard of Review
¶11 The interpretation of a contract presents a question of law. Laleh v. Johnson, 2017
CO 93, ¶ 18, 403 P.3d 207, 211. Therefore, we review the judgment of the court of appeals
de novo. Denver Firefighters, ¶ 7, 320 P.3d at 357.
4Our conclusion renders inconsequential the District’s assertion based on the CBAs’ lack
of express terms regarding compensation for the fulfillment of a posted job requirement.
6
B. Tenets of Contract Interpretation
¶12 Our primary goal when we interpret a contract is to discern and effectuate the
parties’ intent. Rocky Mountain Exploration, Inc. v. Davis Graham & Stubbs LLP, 2018 CO
54, ¶ 59, 420 P.3d 223, 235. “We ascertain the parties’ intent ‘primarily from the language
of the instrument itself.’” Id. (quoting Ad Two, Inc. v. City & Cty. of Denver, 9 P.3d 373, 376
(Colo. 2000)).
¶13 In determining whether certain provisions of a contract are ambiguous, we focus
on the words employed and construe any undefined words “in harmony with the[ir]
plain and generally accepted meaning . . . and by reference to all the parts and provisions
of the agreement and the nature of the transaction which forms its subject matter.”
Cheyenne Mountain Sch. Dist. No. 12 v. Thompson, 861 P.2d 711, 715 (Colo. 1993). We may
consult definitions in recognized dictionaries to give undefined words their plain and
generally accepted meaning. Renfandt v. N.Y. Life Ins. Co., 2018 CO 49, ¶ 18, 419 P.3d 576,
580.
¶14 If the contract is complete and free from ambiguity, we deem it to represent the
parties’ intent and enforce it based on the plain and generally accepted meaning of the
words used. Rocky Mountain, ¶ 59, 420 P.3d at 235. But “if it is fairly susceptible to more
than one interpretation,” the contract is ambiguous and “the meaning of its terms is
generally an issue of fact to be determined in the same manner as other disputed factual
issues.” Dorman v. Petrol Aspen, Inc., 914 P.2d 909, 912 (Colo. 1996) (quoting Fibreglas
Fabricators, Inc. v. Kylberg, 799 P.2d 371, 374 (Colo. 1990) and Union Rural Elec. Ass’n v.
Public Utils. Comm’n, 661 P.2d 247, 251 n.5 (Colo. 1983)).
7
C. Relevant Contract Provisions and Denver Firefighters
¶15 Article 2-7 of the CBAs recognizes that the District has the “authority to establish
policies and regulations for the management of all the operations and activities of the
District.” This acknowledgement is followed by a management rights clause: “All lawful
rights and authority of the [District] not modified by [the CBAs] are retained by the
[District].” The District places considerable stock in this clause.
¶16 We construed a management rights clause in a collective bargaining agreement in
Denver Firefighters.5 There, we explained that the management rights clause in the
agreement between the City and the firefighters “illustrate[d] that the expansive rights
retained by the City . . . [were] constrained only by express terms to the contrary.” Denver
Firefighters, ¶ 18, 320 P.3d at 360. Because the parties’ agreement was “silent with regard
to a specific management right”—the right to change the disciplinary system governing
the firefighters—we had to “assume that the City ha[d] retained authority over that
right.” Id.
¶17 In stark contrast, here, the CBAs contain provisions that are fairly susceptible to
being interpreted as expressly depriving the District of authority over compensation for
5 The management rights clause in that case read as follows:
Except as otherwise specifically provided in this Agreement, the City has
the sole and exclusive right to exercise all the rights or functions of
management and the exercise of any such rights or functions shall not be
subject to any grievance procedure, except as to resolution of whether or
not a specific matter is a management right.
Denver Firefighters, ¶ 18, 320 P.3d at 360.
8
ELA training. This is evident in Articles 32-1 and 32-3 of the CBAs. The former provides
that “any time a teacher agrees to perform work for the District beyond the work week
or [contract] year, that teacher will be compensated as described in this Article” (emphasis
added).6 The latter directly addresses compensation for “Extra Dut[ies]” undertaken by
teachers outside the work week or contract year. Such extra duties include “Curriculum
Development Assignments,” “Summer School Teaching,” “Senior High Stage Manager,”
and, of particular relevance here, “In-Service Education.” For each extra duty, Article
32-3 establishes an hourly rate; for example, the hourly rate for “In-Service Education” is
$21.57.
¶18 “In-Service Education” is not defined in the CBAs, but in the context pertinent
here, the term is commonly understood to refer to “training and education given to
employed teachers throughout their career.” In-service Education, Collins
English Dictionary, https://www.collinsdictionary.com/dictionary/english/in-service-
education [https://perma.cc/M7WR-5T5U]. Even in contexts outside of teaching, the
term has a similar definition. For instance, Mosby’s Medical Dictionary defines
“in[-]service education” as “a program of instruction or training provided by an agency
or institution for its employees,” which “is intended to increase the skills and competence
6 Article 8-1 defines a teacher’s “contract year” as “one hundred eighty-one (181) days.”
A teacher’s “work week” is defined in Article 8-2 as “forty (40) hours.” In amendments
to the CBAs after this lawsuit was filed, the number of days in a contract year was
increased to 184.
9
of the employees in a specific area.” Inservice Education, The Free
Dictionary, https://medical-dictionary.thefreedictionary.com/inservice+education
[https://perma.cc/V46L-FLVN] (quoting Mosby’s Medical Dictionary (9th ed. 2009)).
¶19 Giving effect to the plain and generally accepted meaning of the term “In-Service
Education,” Articles 32-1 and 32-3 are fairly susceptible to being interpreted as requiring
compensation at an hourly rate of $21.57 for the extra duty of ELA training. ELA training
can certainly be understood as training or education given to employed teachers.
Further, ELA training may reasonably be deemed a program of instruction or training
intended to increase the skills and competence of teachers who work with English
language learners.7 Thus, the trial court correctly ruled that the CBAs are ambiguous and
that the jury should decide whether they require the District to compensate teachers for
ELA training.8
¶20 The District cautions us that affirming the court of appeals will “discredit
management rights clauses in collective bargaining agreements across the State” and will
7Recall that the District compensated its teachers for ELA training between the mid-1990s
and 2008, which included the timeframe governed by the parties’ 2005–08 CBA.
8The court of appeals upheld the trial court’s judgment based on Article 32-1 of the CBAs.
As we mentioned earlier, it determined that, “[b]ecause the [CBAs] provide for payment
for work beyond the forty-hour week, and because the ELA training may fall into that
category, the [CBAs are] fairly susceptible to being interpreted to require payment for
such work.” Denver Classroom Teachers, ¶ 17. We take a somewhat different path: in
addition to relying on Article 32-1, we rely on Article 32-3, including its reference to “In-
Service Education.”
10
“eviscerate” our decision in Denver Firefighters. But nothing in this opinion can be read
as gutting management rights clauses or undermining Denver Firefighters. Rather, Denver
Firefighters is simply inapposite. Whereas the CBA in Denver Firefighters was silent on
discipline, the CBAs here are not silent on compensation for training and education
completed as an extra duty. To the contrary, they expressly require it, which means that
the District does not retain the authority to decide whether to pay teachers for such
training and education.
¶21 Where the District falters is in equating the CBAs’ use of the broader term, “In-
Service Education”—instead of the more specific term, “ELA training”—with the
complete absence of express terms related to ELA training. The District’s position is
flawed for two reasons. First, the plain meaning of “In-Service Education” is fairly
susceptible to being interpreted as encompassing ELA training. Consequently, the CBAs
cannot reasonably be considered silent on ELA training.9 Second, the District’s
construction could deny teachers payment for any “In-Service Education” simply because
the training or education program attended is not specifically identified in the CBAs. 10
Payment for any such program, the District could argue, is not required because there is
9We disagree with the court of appeals’ observation that the CBAs “are silent on whether
work beyond” the set number of weekly or yearly hours “includes [ELA] training,”
Denver Classroom Teachers, ¶ 16. Work beyond the forty-hour week or contract year
clearly includes “In-Service Education,” and, as we have now determined, “In-Service
Education” can be reasonably understood to encompass ELA training.
10 The CBAs do not refer to any “In-Service Education” programs specifically; they simply
refer to “In-Service Education.”
11
no express term in the CBAs related to compensation for attending that specific program.
In our view, the management rights net cannot be cast so broadly that it renders void or
meaningless the express provision requiring the District to pay teachers for any “In-
Service Education” completed.
¶22 Given that “In-Service Education” is fairly susceptible to being interpreted to
include ELA training, and given further that the District does not retain the authority to
determine whether to pay teachers for “In-Service Education,” the District’s reliance on
the management rights clause is misplaced. The court of appeals correctly ruled that the
interpretation of the CBAs was a factual question that the trial court aptly submitted to
the jury.
III. Conclusion
¶23 We conclude that the court of appeals correctly decided that it was proper to
submit the interpretation of the CBAs as an issue of fact to the jury because the CBAs are
ambiguous regarding payment for ELA training. Therefore, we affirm the judgment of
the court of appeals, albeit on slightly different grounds.
12