DISTRICTS ‑- SCHOOLS ‑- EMPLOYEES ‑- CONTRACTS
A school district, as a condition of reemployment of its certificated teachers for a new school year, may require such teachers to sign and return their formal written employment contracts within a specified, reasonable period of time after the mailing of these contracts to the teachers.
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January 15, 1973
Honorable Christopher T. Bayley
King County Court House
Seattle, Washington 98104
Cite as: AGO 1973 No. 3
By letter previously acknowledged you have requested an opinion of this office on a question which we paraphrase as follows:
May a school district, as a condition of reemployment of its certificated teachers for a new school year, require such teachers to sign and return their formal written employment contracts within a specified, reasonable period of time after the mailing of these contracts to the teachers?
We answer this question in the affirmative for the reasons set forth in our analysis.
Your question involves an interpretation of RCW 28A.67.070, commonly known as the "continuing contract law," which provides in material part as follows:
"No teacher, principal, supervisor, superintendent, or other certificated employee, holding a position as such with a school district, hereinafter referred to as [[Orig. Op. Page 2]] 'employee', shall be employed except by written order of a majority of the directors of the district at a regular or special meeting thereof, nor unless he is the holder of an effective teacher's certificate or other certificate required by law or the state board of education for the position for which the employee is employed.
"The board shall make with each employee employed by it a written contract, which shall be in conformity with the laws of this state, and limited to a term of not more than one year. Every such contract shall be made in triplicate, one copy to be retained by the school district superintendent or secretary, one copy to be retained after having been approved and registered, by the intermediate school district superintendent, and one copy to be delivered to the employee thereafter. No contract shall be offered by any board nor approved and registered by the intermediate school district superintendent for the employment of any teacher who has previously signed a contract to teach for that same term in another school district of the state of Washington unless such teacher shall have been released from his obligations under such previous contract by the board of directors of the school district to which he was obligated. Any contract signed in violation of this provision shall be void.
"Every board of directors determining that there is probable cause or causes that the employment contract of an employee should not be renewed by the district for the next ensuing term shall notify that employee in writing on or before April 15th preceding the commencement of such term of that determination of the board of directors, which notification shall specify the cause or causes for nonrenewal of contract. . . . Every such employee so notified, at his or her request made in writing and filed with the chairman or secretary of the board of directors of the district within ten days after receiving such notice, shall be granted opportunity for hearing before the board of directors of the [[Orig. Op. Page 3]] district, to determine whether or not the facts constitute sufficient cause or causes for nonrenewal of contract. . . . If any such notification or opportunity for hearing is not timely given by the district, the employee entitled thereto shall be conclusively presumed to have been reemployed by the district for the next ensuing term upon contractual terms identical with those which would have prevailed if his employment had actually been renewed by the board of directors for such ensuing term." (Emphasis supplied.)
It is fundamental that a school employee's contract of employment, as any other contract, requires for its formation both the making of an offer by one party and the acceptance of that offer in accordance with its terms by the other party to the agreement. As stated in 17 Am.Jur.2d, Contracts, § 41,
"To constitute a contract there must be an acceptance of the offer; until the offer is accepted both parties have not assented, or, in the figurative language frequently used by the courts, their minds have not met. . . ."
Moreover, while a contract need not be in writing unless a statute requires it, it is, conversely, also well settled that an oral (or parol) contract is unenforceable where a statute requires it to be in writing; and in the case of a written contract, the acceptance in writing of the terms of a written offer is required to complete the contract. Ibid., §§ 44 and 67. Insofar as the time for acceptance is concerned, we find in § 56 of this treatise the following:
"The time within which an acceptance must be made is correlative with the duration of the offer. An offeree's power of acceptance continues until terminated by acceptance or rejection or by any other means regarded as effective by law. The proposer may limit the time for acceptance, since every person has the right to dictate the terms upon which he will contract, and an offer which specifies a time for its [[Orig. Op. Page 4]] duration terminates by the lapse of the time specified therein; the acceptance must take place within that time. But a requirement in an offer that it be accepted 'at once' has been held not to mean instantaneously, but to require action to be taken within a reasonable time.
"An acceptance after the time limited or, in the absence of any limitation in such respect, after the lapse of a reasonable time imposes no obligation upon the person making the offer, unless he assents to the acceptance after it is made. Until the end of that time the offer is regarded as being constantly repeated. After that there is no offer and, properly considered, nothing to withdraw. The time having expired, there is nothing which the acceptor can do to revive the offer or to produce an extension of time."
Considered in the light of these principles, the issue here to be resolved is whether the above underscored final sentence of RCW 28A.67.070 means that an enforceable, mutually binding employment contract for the ensuing school year is to be deemed to have been formed by operation of law between a school district and each of its certificated teachers as of April 15 of the previous school year in every case where the district has not given notice of nonrenewal to the teacher on or before that date ‑ or whether the statute is instead to be read as merely requiring the district, having failed to give a timely notice of nonrenewal to a particular teacher, thereafter to offer the renewal of employment to such teacher in the same manner and under similar terms that such renewal is offered to all other certificated employees of the district whose contracts are being renewed.
Read apart from the remainder of the statute in which it is contained, it must be acknowledged that the literal language of this sentence is more in conformity with the first than the second of these two possible interpretations ‑ stating that the employee who is not given a notice of nonrenewal "shall be conclusively presumed to have been reemployed . . ." Accord, our prior opinion dated February 21, 1950, to the [[Orig. Op. Page 5]] prosecuting attorney of Adams County [[AGO 49-51-34]], copy enclosed, which, although not reaching the precise question posed by your present request, appears to have viewed the statute as having this effect. On the other hand, we take note of the recent decision by our state court of appeals (division two) in the case of Lande v. South Kitsap School District, 2 Wn.App. 468, 477, 469 P.2d 982 (1970), in which the court viewed the formation of a teacher's contract as involving the traditional concepts of "offer" and "acceptance," saying:
"The legislature has left the question of employment of teachers solely within the discretion of a majority of the school board. SeeState ex rel. Mary M. Knight School Dist. 311 v. Wanamaker, 46 Wn.2d 341, 281 P.2d 846 (1955). It is elementary contract law that unless both parties are bound by mutual promises or considerations, neither is bound. Larkins v. St. Paul & Tacoma Lumber Co., 35 Wn.2d 711, 214 P.2d 700 (1950). . . ."
In this case the plaintiff had been employed by the defendant school district for the 1966-67 school year to teach English and Drama in high school. In addition to her basic salary her "continuing" contract provided for a "special assignment" stipend of $550 for conducting an extra-curricular dramatics program and for advising an after school club known as "Thespians." She was not given any notice of nonrenewal prior to April 15, 1967, but on May 23, she was mailed a new contract for 1967-68 in which her "special assignment" salary was reduced from $550 to $100 and was labeled as compensation for serving as "Thespian" adviser only. After consulting with an attorney and meeting with the school officials she "reluctantly" signed the altered contract on August 25, 1967, and returned it to the district where it was "accepted" by the superintendent on behalf of the school board. Thereafter she sued the district for a determination of her rights. In holding for the defendant district the court of appeals affirmed the trial court's ruling that whatever may have been her rights under the continuing contract law (RCW 28A.67.070,supra) the plaintiff had waived those rights by accepting the modified contract as offered by the district. Significantly, the form of the [[Orig. Op. Page 6]] contract which was mailed to the plaintiff on May 23, contained, among others, the following provisions:
"If this contract is not signed by said employee and returned to the clerk or secretary of the school district on or before May 31, 1967, the board reserves the right to withdrawthis offer. The employee further affirms that he or she is not bound by any other contract which might interfere with the performance of duties.
"This contract does not become effective until said employee registers a valid teaching certificate, a valid health certificate and any other required credential with the county superintendent of schools.
"By signing this contract, the employee named herein and the board of directors of the school district named herein agree to its terms."
Of course, because the teacher in this case did sign and return the contract as offered to her prior to any withdrawal thereof, this decision does not answer the question of what terms she would have been entitled to had she not thus accepted the district's offer. To us it does, however, manifest an understanding by the court that ordinary contract principles are to be applied in cases of teachers' contracts ‑ notwithstanding the literal language of the final sentence of RCW 28A.67.070 as quoted above. Moreover, we think that a careful reading of the entire statute, with emphasis upon a particularly significant amendment adopted by the legislature in 1969, amply bears out this approach and, in the final analysis, supports an affirmative answer to your question.
We begin our explanation of this conclusion with the fundamental proposition that in construing a statute the individual parts thereof are not to be read in isolation; as stated inState ex rel. P.U.D. Etc. v. Wylie, 28 Wn.2d 113, 147, 186 P.2d 706 (1947),
[[Orig. Op. Page 7]] ". . . A phrase from an enactment cannot be separated from its context, divorced from the other sections of the act, and then be utilized to change the very purpose of the act itself. . . ."
Likewise, as observed inCory v. Nethery, 19 Wn.2d 326, 332, 142 P.2d 488 (1943):
"'While it is a primary and general rule in the construction of statutes that effect should be given to words which are plain, unambiguous and well understood, according to their natural and ordinary sense and meaning, yet it is well settled that where the literal interpretation of a particular word or phrase is repugnant to the intent of the legislature plainly manifested by the act taken as a whole, such interpretation ought not to prevail. The only object of construction is to ascertain the meaning and intention of the legislature, and when that intention is discovered it is controlling, although it may be contrary to the strict letter of the statute.'"
Without question, the provisions of RCW 28A.67.070 which precede the questioned sentence contemplate the execution of a formal, written contract between a school district and each of its certificated employees. In fact, until such a contract is signed and filed a teacher cannot be paid his compensation. See, RCW 28A.66.050 (codifying § 4, chapter 97, Laws of 1909), which provides that:
"No warrant shall be drawn and issued or registered by the county auditor for the payment of any teacher who is not qualified within the meaning of the law of this state, nor unless a copy of a written contract evidencing employment thereof be filed with the intermediate school district superintendent in accordance with the provisions of law."
[[Orig. Op. Page 8]]
Thus (at least insofar as certificated teachers are concerned)1/ the execution of this written document can hardly be said ever to have been a mere formality ‑ and it certainly is not now because of the recent, 1969, amendment above mentioned.
By its enactment of § 2, chapter 15, Laws of 1969, 1st Ex. Sess., the legislature added to the continuing contract law the following provision:
". . . No contract shall be offered by any board nor approved and registered by the intermediate school district superintendent for the employment of any teacher who has previously signed a contract to teach for that same term in another school district of the state of Washington unless such teacher shall have been released from his obligations under such previous contract by the board of directors of the school district to which he was obligated. Any contract signed in violation of this provision shall be void."
If the preexisting final sentence of this statute truly meant that a contract for the ensuing school year is deemed to have been formed solely on the basis of a failure of the employing district to have given a notice of nonrenewal by April 15 of the previous school year, then, logically, the statute would not onlyentitle all employees not so notified to new contracts for the following year but wouldobligate them to return and perform those contracts or be in breach thereof. Accord,Lande v. South Kitsap School District,supra. Yet if the 1969 legislature had regarded this to be the correct meaning of the law it seemingly would have met the problem of "tampering" at which this amendment was apparently aimed by prohibiting any other school district from offering a contract for the ensuing [[Orig. Op. Page 9]] year not only to those teachers who have already signed their formal, written contracts with another district but, as well, to any teachers last employed by another district to whom notice of renewal was not given by that district. Instead, however, the legislature merely covered the first of these two categories of teachers by this amendment, thus leaving school districts entirely free to offer contracts to, and otherwise negotiate with, teachers employed in other school districts during the previous year who, although not given a notice of nonrenewal, have not yet signed their new contracts.
We think it proper to regard this action as constituting a legislative construction of the questioned sentence, under the rule enunciated inCarpenter v. Butler, 32 Wn.2d 371, 377, 201 P.2d 704 (1949), and cases cited therein. The gist of this rule is that where the legislature by subsequent act has placed its own construction on a prior enactment, the courts are no longer at liberty to speculate on legislative intent. From this it follows that whatever the final sentence of RCW 28A.67.070,supra, may have been thought by some to mean prior to 1969, its current meaning should be regarded as being consistent with the proposition enunciated inLande, supra, that no binding contract exists between a school district and its teachers until a formal, written contract is offered by the district and accepted by the teacher in each case.
A school district failing to give notice of nonrenewal to a teacher by April 15 of a particular school year will, thereafter, be required to offer the renewal of employment to that teacher for the ensuing year in the same manner and under similar terms that renewal is offered to all other certificated employees of like classes whose contracts are being renewed. However, the contract of employment as thus offered is not to be deemed to have been formed, under the applicable principles of contract law, until it has been accepted by the offeree in accordance with the terms of the offer. See, again, 17 Am.Jur.2d, Contracts, § 56, supra.
We think this construction is consistent with legislative intent and, moreover, fully accords with the purposes of the continuing contract law, one of which was stated by our supreme court in Robel v. Highline Public Sch. Dist., 65 Wn.2d 477, 483, 398 P.2d 1 (1965), to be that of eliminating
[[Orig. Op. Page 10]]
". . . uncertainty in the employment plans of both the teacher and the school district for the ensuing term, . . ." (Emphasis supplied.)
We therefore answer your question (as paraphrased) in the affirmative. A school district in submitting the requisite written contracts to its previously employed teachers (the offer) may condition the reemployment of those teachers upon their execution and return of these contracts (the acceptance) within a specified, reasonable period of time; unless accepted in this manner, such contracts simply are not complete.2/
We trust that the foregoing will be of assistance to you.
Very truly yours,
PHILIP H. AUSTIN
Deputy Attorney General
RICHARD M. MONTECUCCO
Assistant Attorney General
*** FOOTNOTES ***
1/Apparently this particular statute does not apply to other certificated employees ‑ thus explaining the result of our 1950 opinion, supra, which allowed a school superintendent to draw his salary without waiting for the district to tender him his written contract for the year in question.
2/Your question, as paraphrased, stipulates that acceptance of the contract is to be manifested by its execution and return "within a reasonable time" following its mailing by the district to the employee. Of course, it must be understood that what will constitute a "reasonable time" in a given case will be dependent upon all of the facts and circumstances relating to that case ‑ and we would not believe it appropriate to attempt in this opinion to establish any particular time period which would constitute a proper length of time to be specified by a particular school district in dealing with its own employees.