A college dean at the University of Louisville sent a letter to an art historian setting forth terms and conditions of a one-year faculty appointment, a salary, and policies and procedures set out in the university's Redbook. The university provost and Board of Trustees later approved the appointment. Substantially identical letters were sent the faculty member by the provost the succeeding four years; they all specified that the university's "rule and regulations" along with "the Redbook" governed the terms of the faculty member's  employment and appointment. After her tenure petition was denied, the faculty member filed suit and claimed that these letters, along with the surrounding action of the university and the work she did, established contract terms that the university breached. 

The Supreme Court of Kentucky ruled in Britt v. University of Louisville that the letters established written contracts that incorporated by reference the university's policies and procedures and its Redbook.

First, the Court ruled that the university's subsequent conduct -- employing and paying the faculty member -- ratified and adopted the initial letter "as a binding employment agreement[.]" The same was true for the four following years the letters for which referenced "the continutation" of the faculty member's employment. Importantly, the Court rejected the university's argument that the annual distribution of effort (DOE) agreements for each faculty member rendered the terms too indefinite to form a contract. 

Second, Kentucky law recognizes that terms and conditions of a contract set out in another document may be incorporated by reference. All of the letters stated that the terms governing employment were contained in "the university's government document, The Redbook." These repeated and specific references incorporated fully The Redbook's provisions and personnel policies into each of the contracts. 

Lexington, Kentucky employment lawyer Robert Abell represents individuals and employees in state and federal courts all over Kentucky; contact him at 859-254-7076

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