Yamashita v Gutierrez [2002] GUSC 6; 2002 Guam 06 (13 May 2002)

IN THE SUPREME COURT OF GUAM

ALINE A. YAMASHITA, PH.D.
Plaintiff-Appellant,

vs.

CARL T.C. GUTIERREZ, in his capacity as the Governor of
Guam, and the DEPARTMENT OF EDUCATION, an agency
of the Government of Guam,
Defendants-Appellees.

OPINION

Supreme Court Case No. CVA01-009
Superior Court Case No. CV0688-00

Filed: May 13, 2002

Cite as: 2002 Guam 6

Appeal from the Superior Court of Guam
Argued and submitted on December 6, 2001
Hagåtña, Guam

Attorney for Plaintiff-Appellant: Vincent Leon Guerrero, Esq. Leon Guerrero & Calvo, LLC 220 T.S. Tanaka Bldg. Suite 201, Route 4 Hagåtña, Guam 96932

Attorney from Defendants-Appellees: J. Patrick Mason, Deputy Attorney General Office of the Attorney General Suite 2-200E Judicial Center 120 O=Brien Drive Hagåtña, Guam 96910

BEFORE: PETER C. SIGUENZA, JR. Chief Justice, RICHARD H. BENSON, and SETH FORMAN, Justices Pro Tempore.

SIGUENZA, CJ:

[1] In 1999, the Board of Education (ABoard@), was eliminated by the Guam Legislature and administration over the Department of Education (ADepartment@) was returned to the Governor of Guam. The Governor promptly dismissed the Department=s deputy director, Aline A. Yamashita (AYamashita@), who then filed suit for wrongful termination and breach of contract.[1] Yamashita sought payment of the balance due on the five year term of employment pursuant to the so-called Amemorializing contract@ entered by her and the Board. The trial court held in favor of the Governor and the Department. Upon review of the facts and applicable law, we affirm the trial court=s judgment.

I.

[2] In 1993, Public Law 22-42 created the Territorial Board of Education (ABoard@), consisting of twelve members, seven of whom were to be elected. The law authorized the Board to administer the Department and hire a director and deputy director. In November of 1994, the Board members were elected. A legal challenge to the Board resulted in a Superior Court ruling in October of 1996 requiring newly drawn districts and a new election. Tainatongo v. Board of Education, SP114-95 (Super. Ct. Guam Oct. 9, 1996). That ruling allowed the Board to remain in place until the next regularly scheduled election. However, no new districts were ever drawn and no election was ever held pursuant to P.L. 22-42. In November of 1996, Yamashita was hired by the Board as deputy director. On February 27, 1998, the Board of Education law was amended by Public Law 24-142 and four school districts were created, each to have its own elected District Board of Education. The law provided that the existing Board would serve in an interim capacity until the four District Boards were elected. The interim Board=s responsibilities were to extend only one year after the enactment of P.L. 24-142. On March 10, 1999, P.L. 24-142 was struck down by the Superior Court of Guam in Nelson v. Diaz, SP254-98 (Super. Ct. Guam Mar. 10, 1999).

[3] On March 25, 1999, Public Law 25-03 was enacted. It eliminated the Board and reverted the administration of the Department to the Governor. Two days before P.L. 25-03 was enacted, the Board and Yamashita entered the disputed memorializing contract which was allegedly intended to memorialize and ratify the 1996 hiring of Yamashita as deputy director. This contract provided Yamashita with an employment term of five years retroactive to when she was initially appointed in 1996. The contract also contained a provision allowing payment for the full five year term to Yamashita if the contract were rescinded. On March 31, 1999, Yamashita was fired by the Governor.

[4] On April 26, 2000, Yamashita filed the underlying Complaint alleging wrongful termination and breach of contract, and seeking lost wages. After a bench trial, the trial court held in favor of the Governor and Department, and dismissed the complaint. This appeal followed.

II.

[5] This court has jurisdiction over an appeal from a final judgment of the Superior Court of Guam. Title 7 GCA ' 3107 (1994).

III.

[6] Yamashita alleges on appeal that the Governor=s termination of her employment was without cause and therefore illegal. Yamashita does not seek reinstatement to the position of deputy director. Instead, she seeks back pay from the time of termination to the date her statutory term as deputy director was to end. Yamashita seeks to enforce a provision within the memorializing contract entered in 1999, only days before her termination. This provision provides that if Yamashita is removed for any reason other than clear and completely documented evidence that she has acted in a manner that indicates that she has clearly abandoned the official duties of that particular office, engaged in specific instances of conduct that amount to intentional dereliction of duties associated with that particular office, or that she has wilfully, knowingly, and voluntarily engaged in acts that constitute felonious conduct . . . [she] shall be entitled to and shall receive the total balance of the amount due under this agreement.

Appellant=s Excerpts of Record, p. A11 (Employment Contract Agreement, Mar. 23, 1999). The Governor argues that the Board had no authority to enter a contract with Yamashita, an unclassified employee.

[7] The trial court found that the memorializing contract entered on March 23, 1999 was not a legal contract because the Chairperson of the Board, who executed it, was no longer a member of the Board on that date. Appellant=s Excerpts of Record p. C26 (Disision Yan Otden, Mar. 23, 2001). The trial court also found that pursuant to law, the Board had no authority to enter a contract with Yamashita. Appellant=s Excerpts of Record p. C33 (Yamashita v. Gutierrez, CVO688-00 (Super. Ct. Guam Mar. 23, 2001)).

[8] We begin by determining whether the Board had the statutory authority to contract with Yamashita. Issues of statutory interpretation are reviewed de novo. People v. Quichocho, 1997 Guam 13 & 3.

A. Whether Yamashita was a Contractual Employee.

[9] The parties here do not dispute that Yamashita, as deputy director, was an unclassified employee. Two statutes generally prohibit the government from entering employment contracts with unclassified employees. The first provides in part: