Grady B. Jones and Susan R. Lockwood, Appellants-Plaintiffs,
Oakland City University Founded by General Baptists, Inc. and Ray G. Barber, Appellees-Defendants.
from the Gibson Superior Court The Honorable Robert R.
Aylsworth, Special Judge Trial Court Cause No.
ATTORNEY FOR APPELLANTS Joseph G. Striewe Indianapolis,
ATTORNEYS FOR APPELLEES Patrick A. Shoulders Wm. Michael
Schiff L. Katherine Boren Ziemer, Stayman, Weitzel &
Shoulders, LLP Evansville, Indiana
of the Case
Grady B. Jones and Susan R. Lockwood appeal the trial
court's judgment on the pleadings in favor of Oakland
City University Founded by General Baptists, Inc.
("OCU") and Ray G. Barber. Jones and Lockwood raise
three issues for our review, which we restate as the
following three issues:
1. Whether the trial court erred when it entered judgment on
the pleadings on two counts of fraud in the inducement, which
judgment the court based on integration clauses in the
2. Whether the trial court erred when it entered judgment on
the pleadings on a count of retaliatory discharge, which
count was premised on OCU's termination of Jones' and
Lockwood's employment after they had orally reported on
the misuse of public funds by OCU officers.
3. Whether the trial court erred when it entered judgment on
the pleadings on various theories of at-will employment.
Although we disagree with the trial court's reliance on
the integration clauses on the first issue, we nonetheless
reach the same conclusion on that issue because the pleadings
show that the alleged misrepresentations relied on by Jones
and Lockwood were statements of current intentions made by
OCU officers during their contract negotiations. As a matter
of Indiana law, such statements do not establish a basis for
fraud. Accordingly, we affirm the trial court's judgment
on the first issue. We also affirm the trial court's
judgment on the other issues in this appeal.
and Procedural History
On December 8, 2017, Jones and Lockwood filed their complaint
against OCU and Barber, which Jones and Lockwood later
supplemented and amended. On August 28, 2018, Jones and
Lockwood filed their supplemented second amended complaint,
which provided in relevant part as follows:
Count I Fraud in the Inducement . . .: Jones
1. On or about March 2, 2017, Jones was contacted with regard
to potential future employment by [Barber, ] President of
2. Between March 13, 2017[, ] and June 5, 2017, Jones engaged
in discussions with regard to employment by OCU as its Vice
President for Advancement ("VPA") addressing the
terms and conditions of employment with representatives of
OCU, including, but not limited to:
A. [Barber], its President;
B. C. William Blackburn . . ., its Chairman of the OCU Board
C. John Dunn . . ., its Special Advisor to the OCU Board of
3. On or about May 18, 2017, during discussions referenced
herein, Barber, Blackburn, and Dunn orally represented to
Jones that his employment would be contingent on his
agreement to serve as VPA for a period of five years, during
which time his duties would include preparing his prospective
successor to accede to VPA upon his retirement.
4. Prior to accepting the VPA position at OCU, Jones orally
advised Barber that he had been selected to fill the position
of Associate Vice Chancellor for Advancement at Troy
University, in Troy, Alabama.
5. On or about May 31, 2017, Jones and Barber executed a
Provisionary Administrative Member Agreement
("Employment Agreement"), whereby the parties
agreed to a salary and specific duration of employment
commencing June 5, 2017[, ] and ending May 31, 2018.
9. The terms of the Employment Agreement do not contemplate
employment of Jones for five years.
10. The terms of the Employment Agreement are inconsistent
with the representations made to Jones by Barber, Blackburn,
and Dunn during the hiring process.
13. The Employment Agreement states[:] "Either party may
terminate this Agreement for any reason without cause upon
thirty (30) days prior written notice to the other
party." [("Termination Clause.")]
14. The contents . . . of the Employment Agreement describe
an at-will relationship.
15. The [Termination Clause] . . . is inconsistent with the
oral representations of Barber, Blackburn, and Dunn during
the hiring process of Jones with regard to the specific
duration of employment.
24. The Employment Agreement states[:] "Entire
Agreement. This Agreement constitutes the entire agreement
between the parties hereto with respect to the subject matter
hereof, and it supersedes all prior oral or written
agreements[, ] commitments or understandings with respect to
the matters provided for herein . . . ."
32. Barber intended that Jones' nature of employment be
33. On October 2, 2017, Barber hand-delivered written 30-day
notice to Jones that Jones' employment was terminated
"without cause" ("Termination Notice").
34. Jones is an alumnus of OCU.
35. Jones was 64 years of age at the time of the transaction
36. Barber is a clergyman in the General Baptist Church.
37. Jones was acquainted with Barber in his capacity as a
clergyman of the General Baptist Church in excess of 40
38. Jones reposed a confidence in Barber that Barber's
actions would be consistent with his oral representations and
assurances regarding the specific duration of Jones'
employment made during [the] hiring process.
41. Jones was induced to execute the Employment Agreement by
the oral representations and assurances of Barber,
Blackburn[, ] and Dunn to accept employment of specific
duration for a period of not less than five years as VPA.
42. Jones relied on the oral representations [and] assurances
of Barber, Blackburn[, ] and Dunn and agreed to accept
employment consistent with the terms and conditions of
employment represented, which induced him to believe he would
be employed by OCU in the capacity of VPA for a period of
43. Jones had a right to rely on the oral representations of
Barber, Blackburn, and Dunn made prior to the execution of
the Employment Agreement with regard to the term of his
employment . . . .
44. Based on the oral representation . . . Jones advised
representatives of Troy University that he was accepting
OCU's offer of employment.
45. The actions of Barber described herein constitute fraud