United States District Court, S.D. Mississippi, Northern Division
MEMORANDUM OPINION AND ORDER DENYING MOTIONS FOR
SUMMARY JUDGMENT ON BREACH OF CONTRACT CLAIM
GUIROLA, JR. UNITED STATES DISTRICT JUDGE
THE COURT are the  Motion for Partial Summary Judgment
filed by Plaintiff Harold Leon Jackson and the  Motion
for Summary Judgment filed by Defendants Dr. Glen F. Boyce,
Dr. Carolyn Meyers, and the Board of Trustees of State
Institutions of Higher Learning of the State of Mississippi
IHL filed a  Response in Opposition to Plaintiff's
Motion, but no further briefing has been filed. The Court has
already granted in part Defendants' Motion for Summary
Judgment by prior Order and dismissed Boyce and Meyers from
the lawsuit. Jackson's sole remaining claim is for breach
of contract against IHL. Having considered the submissions of
the parties, the record, and relevant law, the Court finds
that there exist genuine disputes as to material facts which
preclude judgment as a matter of law. Both Jackson and IHL
will be denied summary judgment on Jackson's breach of
Leon Jackson filed a Complaint in the Circuit Court of Hinds
County, Mississippi in April 2017 against IHL, Dr. Meyers,
and Dr. Boyce. Defendants subsequently removed the action to
this Court on May 12, 2017. Jackson was employed by IHL as
the Head Football Coach of Jackson State University
(“JSU”) from January 13, 2014 until his
termination on October 6, 2015. IHL is the Mississippi
governmental entity responsible for management and control of
the State's eight public institutions of higher learning.
Dr. Meyers was President of JSU during Jackson's coaching
tenure, and Dr. Boyce was the Commissioner of Higher
Education at IHL at the time of Jackson's termination.
The Court has already dismissed Jackson's claims against
Drs. Meyers and Boyce.
parties agree that Jackson and IHL, acting through its member
institution JSU, executed the Employment Agreement on January
13, 2014, which stipulates that Jackson would serve as the
Head Football Coach at JSU for a period of three years
beginning January 13, 2014 and ending January 12,
2017. The Employment Agreement provides for an
annual base salary of $260, 000. (Pl.'s Mot. Ex. B, at 1,
ECF No. 28-2) [hereinafter Emp't Agreement].
Complaint alleges that IHL breached the Employment Agreement.
Section 2.1 of the Employment Agreement, which is at the
heart of the parties' contract dispute, provides,
“This agreement shall be for a term of three (3) years
. . ., with a buyout clause of $65, 000 or a figure
negotiated and agreed upon by both parties if terminated
earlier by the University.” (Emp't Agreement
at 1) (emphasis added). Pursuant to this section, but without
further negotiation, IHL offered Jackson $65, 000 to
“buyout” his contract on October 6, 2015. Jackson
refused to accept that amount. (See Compl.
¶¶16-19, ECF No. 1-1.) IHL insists that this offer
of $65, 000 was in compliance with section 2.1's
condition of early termination by the University. (Defs'
Mem. to Mot. Summ. J. 6, ECF No. 27.) However, Jackson
maintains that this “buyout clause” instead
establishes the sum of money he would have owed JSU
if he had sought to prematurely terminate the
contract. (Compl. ¶17, ECF No. 1-1.) Jackson asserts
that he “is entitled to be compensated at a minimum,
for the value of the remainder of his Employment Agreement,
in the amount of $329, 808.22.” (Id.
¶19.) He also states that “[t]here was no meeting
of the minds between the parties as to the meaning of the
term ‘buyout clause,' or the effect of such
clause.” (Id. ¶23.)
April 30, 2018, Plaintiff filed the instant Motion for
Partial Summary Judgment. Defendants filed their Motion for
Summary Judgment on May 1, 2018.
Motion for Partial Summary Judgment makes three alternative
arguments in support of his position that IHL breached the
Employment Agreement: (1) the Employment Agreement is invalid
because JSU had no authority to contract with Jackson, only
IHL has such authority; (2) the early termination clause is
invalid because there was never a meeting of the minds
between the parties as to the meaning of this provision; and
(3) the early termination clause is legally unconscionable.
Response in Opposition addresses each argument, insisting
that (1) the Employment agreement is valid because IHL's
Policies and Bylaws explicitly delegate to the executive
officer of each member institution the authority to hire head
football coaches without IHL approval, (2) Jackson agreed to
the language in the Employment agreement even if he maintains
that he understood it differently from Defendants, and (3)
the Employment Agreement is not unconscionable because it is
not so one-sided as to be legally oppressive.
Motion for Summary Judgment similarly argues that IHL did not
breach the Employment Agreement with Jackson.
Summary Judgment Standard
Rule of Civil Procedure 56(a) provides that summary judgment
is appropriate “if the movant shows that there is no
genuine dispute as to any material fact and the movant is
entitled to judgment as a matter of law.” Fed.R.Civ.P.
56(a). “When the moving party has carried its burden
under Rule 56(c), its opponent must do more than simply show
that there is some metaphysical doubt as to the material
facts.” Matsushita Elec. Indus. Co. v. Zenith Radio
Corp., 475 U.S. 574, 586 (1986). “[T]he nonmovant
must go beyond the pleadings and ...