Limbert v. Miss. Univ. for Women Alumnae Ass'n
| Docket Number: | 2007-CA-01926-SCT Linked Case(s): 2007-CA-01926-SCT |
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| Supreme Court: | Opinion Link Opinion Date: 11-20-2008 Opinion Author: Carlson, J. Holding: Reversed and Rendered |
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| Additional Case Information: |
Topic: Affiliation agreement - Bad faith - Separation of powers Judge(s) Concurring: Waller, P.J., Dickinson and Randolph, JJ. Non Participating Judge(s): Smith, C.J., Easley and Lamar, JJ., Dissenting Author : Diaz, P.J., and Graves, J., without separate written opinion. Procedural History: Bench Trial Nature of the Case: CIVIL - STATE BOARDS AND AGENCIES |
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| Trial Court: |
Date of Trial Judgment: 09-28-2007 Appealed from: LOWNDES COUNTY CHANCERY COURT Judge: Dorothy W. Colom Disposition: The trial court ordered Dr. Limbert to honor the affiliation agreement between the university alumnae association and MUW, and that Dr. Limbert do so in good faith for the duration of the agreement. The trial court also denied injunctive relief. Case Number: 2007-0220-C |
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| Party Name: | Attorney Name: | Brief(s) Available: | ||
| Appellant: | Dr. Claudia A. Limbert, individually and as President of Mississippi University for Women; Mississippi University for Women; and Mississippi Board of Trustees of State Institutions of Higher Learning |
J. Cal Mayo, Jr.; Paul B. Watkins; David L. Sanders |
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| Appellee: | Mississippi University for Women Alumnae Association, Inc. | Julie L. Hussey; Kimberly Golden Gore | ||
Synopsis provided by:  If you are interested in subscribing to the weekly synopses of all Mississippi Supreme Court and Court of Appeals hand downs please contact Tammy Upton in the MLI Press office. |
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| Topic: | Affiliation agreement - Bad faith - Separation of powers |
| Summary of the Facts: | The relationship between Mississippi University for Women and Mississippi University for Women Alumnae Association became strained in 2002. In August 2006, the Board of Trustees of Mississippi State Institutions of Higher Learning mandated that all public universities in the State enter into an operating agreement with its affiliated entities. Under the provision, alumni associations are such entities. On October 25, 2006, Dr. Limbert, the President of MUW, entered into an affiliation agreement with the Association, which was approved by IHL. This agreement contained a provision that required the Association to draft a new constitution and bylaws that met Dr. Limbert’s approval, a provision that allowed the University Alumni Director to appoint members of the Association’s nominations committee, and a provision that either party could terminate the agreement upon sixty days’ notice. An action was commenced on March 29, 2007, four days prior to the disaffiliation, via a complaint filed by “The National Executive Board” against Dr. Limbert, seeking a preliminary injunction to prevent the termination of the affiliation agreement. Dr. Limbert filed a motion to dismiss, alleging that The National Executive Board was not a legal entity, and thus no relief could be granted. In lieu of dismissing the complaint, the chancery court allowed the Association to amend its complaint and serve the proper parties. On April 5, 2007, the Association filed an amended complaint. The chancery court concluded that Dr. Limbert’s decision to disaffiliate with the Association over its bylaws was in violation of IHL policy and was in bad faith. The chancery court, on October 1, 2007, entered “[a]n injunction mandating that Dr. Limbert uphold the existing and valid affiliation agreement between the Association and the University, dated October 25, 2006, and that Dr. Limbert operate under the affiliation agreement in good faith for the duration of the Agreement . . . .” In addition, the chancery court held “[s]ince the actions of Dr. Limbert in terminating the agreement were in bad faith, actions taken by her to form a new alumnae association and enter into a new affiliation agreement were also in bad faith.” Thus, Dr. Limbert and IHL were “mandated to rescind any affiliation agreements made by Dr. Limbert with any other alumni group.” Dr. Limbert, MUW, and IHL appealed, seeking relief from specific performance of the affiliation agreement and from the injunction from affiliating with any other alumni groups, as well as reconsideration of their motion that the Association be enjoined from using MUW’s names, symbols, logos and/or marks. |
| Summary of Opinion Analysis: | Issue 1: Bad faith The appellants argue that Dr. Limbert cannot have acted in bad faith because she exercised a clear contractual right pursuant to Section 7.2 of the affiliation agreement to terminate the agreement upon sixty days’ written notice. Bad faith has been defined as requiring a showing of more than bad judgment or negligence; rather, bad faith implies some conscious wrongdoing because of dishonest purpose or moral obliquity. The Association offers nothing in the way of evidence of bad faith other than Dr. Limbert’s termination of the agreement and the decision to affiliate with another alumni entity. The chancery court based its finding of bad faith on the fact that Dr. Limbert’s termination of the agreement was a result of Dr. Limbert’s refusal to approve the bylaws that were submitted by the Association because those bylaws did not contain Dr. Limbert’s desired procedures for nominating Association officers. Both parties negotiated this agreement at arms’ length, represented by counsel, and with full knowledge that the agreement provided for termination without cause upon sixty days’ notice, as well as approval by Dr. Limbert of the nomination process in the Association’s constitution and bylaws. In looking to the clear, unambiguous language of the termination clause, the inescapable conclusion is that Dr. Limbert was exercising her contractual right to terminate the affiliation agreement upon sixty days’ notice. A party has not breached the implied covenant of good faith and fair dealing when the party took only those actions which were duly authorized by the contract. Thus, Dr. Limbert could not have acted in bad faith when she exercised a contractual right. Issue 2: Separation of powers The appellants argue that the judicial branch should not engage in policy decisions, particularly in those areas delegated by constitution and by statute to a specific agency. Neither Dr. Limbert, acting with the approval of IHL, nor IHL acted beyond the scope of its authority. Thus, by not affording deference to IHL’s interpretation and implementation of its own policy regarding the independence of affiliated entities, the chancellor violated the doctrine of separation of powers. IHL, as an administrative body, and Dr. Limbert, acting as its agent, should have been afforded great deference by the chancellor in the construction of its own rules and regulations and the statutes under which it operates. IHL’s purpose in instilling public confidence by requiring affiliation agreements would be thwarted if IHL was prevented from giving university presidents discretion as to which entities were deserving of the university’s close association. Since neither IHL or Dr. Limbert, as an agent of IHL, superseded their authority, the administrative decisions at issue in this case are not subject to a trial court substituting its judgment and discretion for that of Dr. Limbert and IHL regarding entities or groups which are best suited to affiliate with MUW. In doing so, the chancellor erroneously disturbed the balance of the separation of powers. |
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