Breach of contract claim related to termination of plaintiff’s employment; Whether certain contract provisions were conditions precedent; Whether the termination should have been characterized as for-cause; Causation; Judicial notice; MRE 201

The court held that “the trial court did not err by characterizing the mediation phrase and the notice phrase in the employment contract as promises or covenants instead of conditions.” Also, the trial court did not err in declining to characterize plaintiff's “termination as a for-cause termination under § 9(a)(ii) of the” contract. Finally, the “trial court did not err by asking the jury to determine if plaintiff would have remained employed had mediation been utilized.” The case arose from defendant’s termination of plaintiff’s employment. Plaintiff argued “the trial court erred by failing to interpret the provisions in the contract to mediate and to supply 120 days of notice as conditions precedent, as opposed to a promise. Without meeting these conditions first, plaintiff argues, defendant did not have the right to terminate” him. The court noted the “mediation clause states that ‘[b]oth parties agree to act in good faith to preserve and maintain the relationship including the use of mediation and alternative dispute resolution approaches as needed.’ The phrase ‘agree to act’ makes it clear that this is a promise explaining how the parties are expected to act and not a mere condition. The parties promised to act in good faith to preserve the employment relationship, including the use of mediation and ADR as needed. In other words, this promise created a right or duty, . . . and it is this promise that the trial court determined defendant breached. The trial court did not err by characterizing the provision as a promise or covenant instead of a condition.” Further, the provision as to “the 120-day notice also is a promise. The parties agreed that in the event either one wanted to terminate the employment, the terminating party would provide 120 days’ notice. This is a promise, not a condition. And even if it was arguable that it was a condition instead of a promise, the language does not clearly express that it is a condition, and courts will not read such terms to be conditions absent clear language.” In addition, plaintiff waived this issue. He also argued “the trial court erred when it declined to characterize his termination as a for-cause termination under § 9(a)(ii) of the” contract. He primarily relied “on § 9(b)’s pronouncement that ‘[t]he termination of employment by the Practice for acts or activities of Physician specified in clauses (ii) through (x) above” was to be considered for all purposes “a termination ‘for cause.’” But that reliance was “misplaced because all that provision conveys is that any termination that took place under § 9(a)(ii)-(x) is deemed to be a termination ‘for cause.’ Contrary to plaintiff’s assertion, it does not compel defendant to utilize those provisions.” Affirmed.