Summary
The document addresses cross-motions for summary judgment in a dispute between Benjamin Edelman and Harvard College concerning Harvard's decision not to grant him tenure. Edelman alleged that Harvard breached contractual obligations by failing to follow Faculty Review Board procedures, breached the implied covenant of good faith and fair dealing, and was liable under promissory estoppel. The court concluded that the procedures were not contractually binding, that no procedural or covenant violation was supported by the evidence, and that Edelman could not establish causation or harm.
Topics
Practice areas
Questions Presented
- Whether Harvard's Faculty Review Board Procedures formed an express or implied-in-fact contract enforceable by Edelman.
- Whether Harvard breached any applicable Faculty Review Board Procedures during Edelman's 2017 tenure review.
- Whether Harvard breached the implied covenant of good faith and fair dealing through the Faculty Review Board's conduct or composition.
- Whether Edelman could establish causation and harm from any alleged procedural breach.
- Whether Edelman's promissory-estoppel theory supplied an enforceable claim based on reasonable detrimental reliance.
- Whether Harvard was entitled to summary judgment on all three claims.
Holdings
- The Faculty Review Board Procedures were not shown to be an express contract or an implied-in-fact contract governing Edelman's tenure review. The record contained no evidence of an express agreement, and no reasonable faculty member would have understood the Procedures to impose binding, strictly enforceable requirements on a discretionary tenure decision.
- Even assuming the Procedures were contractually binding, Harvard did not breach the provisions applicable to tenure review. The record did not establish that reconvening the FRB, failing to draft a new allegation, considering outside activities and disclosures, maintaining confidentiality, stating conclusions, or allowing the Standing Committee to consider the FRB report violated the Procedures.
- Edelman failed to present evidence that any alleged procedural violation caused harm or would have changed the Dean's decision not to recommend him for tenure.
- Harvard did not breach the implied covenant because Edelman identified no contractual right or duty that Harvard deprived him of, and the covenant could not expand the underlying employment contract or require a different tenure-review process.
- The promissory-estoppel claim failed because Edelman's alleged reliance on strict compliance with the Faculty Review Board Procedures was not reasonable, Harvard did not breach the Procedures, and Edelman could not prove resulting harm.
Key quotations
“Harvard is entitled to judgment in its favor as a matter of law for three reasons.” (at 1)
“Courts must be extremely wary of intruding into the world of university tenure decisions.” (at 22)
“In sum, the summary judgment record makes clear that the Dean would not have reached a different conclusion” (at 33)
“Final judgment shall enter in Defendant’s favor, providing that Plaintiff shall take nothing and dismissing all claims with prejudice.” (at 37)
Factual background
Edelman, a Harvard Business School professor, was considered for tenure in 2015 and again in 2017 after the Dean extended his appointment for two years. Faculty Review Board reviews considered incidents involving Edelman's public criticism of BlinkX, his dispute with a Chinese-food restaurant, his filing of a consumer class action against American Airlines without consulting the Dean, and his disclosures concerning Microsoft-funded work criticizing Google. Although faculty votes were divided, the Dean exercised his broad discretion and declined to recommend Edelman for tenure because he concluded Edelman had not demonstrated that he met HBS's community and collegiality standards.
Procedural history
Edelman filed an amended complaint alleging breach of contract, breach of the implied covenant of good faith and fair dealing, and promissory estoppel based on alleged violations of Harvard's Faculty Review Board Procedures during his tenure review. Harvard moved for summary judgment, and Edelman cross-moved for partial summary judgment on Count I. The Superior Court allowed Harvard's motion, denied Edelman's cross-motion, denied related motions as moot, and ordered final judgment for Harvard with prejudice.