This opinion will be unpublished and may

not be cited except as provided by

Minn. Stat. § 480A.08, subd. 3 (1998).







Charles Herdegen,





School Board of Independent School District No. 482,

Little Falls, Minnesota,




Filed November 21, 2000

Affirmed and remanded

Lansing, Judge



School Board of Independent School District No. 482



Roger J. Aronson, Rischmiller, Knippel & Aronson, 607 Marquette Avenue, Suite 302, Minneapolis, MN 55402 (for relator)


John J. O’Donnell, Knutson, Flynn, Deans & Olsen, P.A., 1155 Centre Pointe Drive, Suite 10, Mendota Heights, MN 55120 (for respondent)


            Considered and decided by Lansing, Presiding Judge, Peterson, Judge, and Forsberg, Judge.*

U N P U B L I S H E D   O P I N I O N


The Little Falls school district terminated Charles Herdegen's administrative position as finance director effective February 29, 2000, at a meeting held on that day.  At a March meeting, the school board adopted a second resolution terminating Herdegen’s contract effective July 1, 2000.  Herdegen contends the termination violates Minnesota statutes governing teacher terminations and breaches his employment contract.  We affirm the school district’s termination effective July 1, 2000, and remand for calculation of salary and benefits consistent with that date.


            Charles Herdegen performed the duties of finance and business director for School Board of Independent School District No. 482, Little Falls, Minnesota, from 1984 until March 2000.  For the years 1984 through 1995, he signed annual employment agreements for non-certificated personnel.  For two years beginning in 1995, the school district used a new document for its annual employment contract with Herdegen that referred to Minn. Stat. § 125.12 and stated that the agreement was subject to the provisions of section 125.12.  (Section 125.12 has been amended and renumbered.  The successor provisions are now codified at Minn. Stat. § 122A.40 (1998 & Supp. 1999).)

From 1997 through 1999, Herdegen did not sign an employment agreement with the school district, but received a manual entitled “Policies Relating To District Office Administrators” (Policy Manual).  Additionally, Herdegen received a Notice of Assignment as Director of Finance for the 1998-99 school year, noting his annual salary.  The record does not contain a notice of assignment for the 1999-2000 school year.

At its regular meeting on February 29, 2000, the school board adopted a resolution, effective immediately, to discontinue Herdegen's non-licensed position because of financial limitations.  The district informed Herdegen the next day, and he did not perform work for the school district after that date.  On March 20, 2000, the board adopted another resolution to discontinue Herdegen’s contract beginning July 1, 2000. 

It is undisputed that the school district paid Herdegen his salary through February 2000, and Herdegen has not disputed that financial difficulties within the school district were a valid reason for his termination.  At this point in the proceedings, the school district does not dispute that Herdegen was an annual employee under a contract entitling him to be paid a predetermined salary through June 30, 2000.  But Herdegen and the school district dispute the amount of salary payments and additional benefits that Herdegen was paid and entitled to receive between March 1 and June 30, 2000.

Herdegen appeals by writ of certiorari the school board's decision to terminate his employment.  Herdegen contends that, by virtue of the 1995 and 1996 agreements, he was entitled to a continuing contract provided for teachers in Minn. Stat. § 122A.40 and that the school district’s Policy Manual created a unilateral contract that entailed reinstatement and back pay.


            This court will reverse a school board's decision to terminate an employee only if the decision is “fraudulent, arbitrary, unreasonable, unsupported by substantial evidence, not within its jurisdiction, or based on an error of law.”  Dokmo v. Independent Sch. Dist. No. 11, Anoka-Hennepin, 459 N.W.2d 671, 675 (Minn. 1990).  Whether a school employee is a teacher for purposes of the statute governing teacher employment and termination is an issue of law when the essential facts are undisputed.  Frye v. Independent Sch. Dist. No. 625, St. Paul, 494 N.W.2d 466, 468-69 (Minn. 1992).

            Herdegen contends that the provisions of Minn. Stat. § 122A.40 pertaining to the employment and termination of teachers should apply to him because of the reference to Minn. Stat. § 125.12, the predecessor statute to Minn. Stat. § 122A.40, contained in his 1995 and 1996 agreements.  The 1995 and 1996 agreements state that the school district enters into the contracts pursuant to Minn. Stat. § 125.12 and that the duration of the contract is subject to the provisions of section 125.12 relevant to qualifications, licensure, employment, and termination.

The plain language of the statute, however, excludes Herdegen’s administrative position from its coverage.  The statute governs the employment, contracts, and termination of teachers and “any other professional employee required to hold a license from the state department.”  Minn. Stat. § 122A.40, subd. 1.  Herdegen acknowledges that he does not hold a license from the state department and that the application of the statute alone would not provide the employment protection.  Herdegen instead argues that, by virtue of the references to the statute in the two contracts, he is entitled to the full protection of the teacher-termination statute, including a continuing contract.  We find no support for that argument.  First, both contracts state that they are subject to the provisions relevant to qualifications and licensure, and no contract language alters or overrides the requirements relating to qualifications and licensure.  Second, each agreement states that it is for the specific school year; the first one was signed for the 1995 to 1996 school year and the second for 1996 to 1997.  Each agreement, therefore, creates only an annual employment contract.

            Herdegen alternatively argues that the 1997 Policy Manual constitutes an employment agreement and that he was entitled under its provisions to a continuing contract.  Although general policy provisions are not contractual in nature, definite terms in an employer’s policy manual may become part of an employment contract.  Pine River State Bank v. Mettille, 333 N.W.2d 622, 626-27 (Minn. 1983).  The school district disputes that the policy manual language is definite enough to create a unilateral contract.  Determining whether language in an employer’s policy handbook is sufficiently definite to create a unilateral contract is a question of law for the court.  Hunt v. IBM Mid Am. Employees Fed. Credit Union, 384 N.W.2d 853, 856 (Minn. 1986).

The supreme court has emphasized that an employer’s handbook may constitute a unilateral contract only if its language is “sufficiently definite for a court to discern with specificity what the provision requires of the employer so that if the employer's conduct in terminating the employee or making other decisions affecting the employment is challenged, it can be determined if there has been a breach.”  Martens v. Minnesota Mining & Mfg. Co. 616 N.W.2d 732, 742 (Minn. 2000).  The Policy Manual is specific on the causes required for termination and arguably binds the school district to demonstrating a cause for termination permitted under the statute.  But the validity of the reason for termination is not at issue.  The Policy Manual contains no other reference to termination that suggests that it incorporates continuing contract protections for administrators who do not have licensure as teachers.  Thus, the provisions do not create a unilateral continuing contract with rights of reinstatement or displacement.

Herdegen, nonetheless, was indisputably entitled to be paid until July 1, 2000, under an annual employment contract.  Although the school district concedes that July 1, 2000, is the effective date for termination, the district and Herdegen dispute the amount of salary Herdegen actually received under his annual employment contract.  Neither party has made a record on this issue, and thus we are unable to address the issue.  Because there is a dispute that the school district’s payments constituted Herdegen’s full salary and benefits up to July 1, 2000, we remand for the school board to determine the actual amount Herdegen is due in full salary and benefits consistent with the July 1, 2000, effective termination date.

Affirmed and remanded.


* Retired judge of the Minnesota Court of Appeals, serving by appointment pursuant to Minn. Const. art. VI, § 10.