The opinion
IN THE COURT OF APPEALS OF TENNESSEE
AT NASHVILLE
September 15, 2010 Session
MICHAEL B. WOODS v. METROPOLITAN DEVELOPMENT AND
HOUSING AUTHORITY BOARD OF COMMISSIONERS
Appeal from the Chancery Court for Davidson County
No. 09-288-I Claudia Bonnyman, Chancellor
No. M2010-00307-COA-R3-CV - Filed January 5, 2011
The petitioner, a former property manager for the Metropolitan Development and Housing
Agency, was fired amid allegations that he had sexually harassed tenants and neglected his
official duties by failing to properly prepare monthly reports. He appealed the termination
of his employment to the Board of Commissioners of MDHA. The Board appointed a hearing
officer who conducted a two-day hearing, following which the hearing officer found that the
proof was insufficient to support a finding of sexual harassment and recommended that
Petitioner be reinstated but demoted due to his failure to provide the required monthly
reports. The Board subsequently rejected the recommendation and affirmed Petitioner’s
termination based on the risk of future negligent retention sexual harassment suits and the
fact he was an at-will employee who could be fired without cause. Petitioner then filed this
petition for a common law writ of certiorari, contending MDHA acted arbitrarily,
capriciously and illegally because it did not have just cause to fire him and because the
decision to terminate him was due to his refusal to waive his right to appeal. The trial court
dismissed the petition, finding the Board did not act arbitrarily, capriciously, or illegally
because Petitioner was an employee-at-will who could be fired without just cause. We affirm.
Tenn. R. App. P. 3 Appeal as of Right; Judgment of the Chancery Court Affirmed
F RANK G. C LEMENT, J R., J., delivered the opinion of the Court, in which A NDY D. B ENNETT
and R ICHARD H. D INKINS, JJ., joined.
James B. Johnson, Nashville, Tennessee, for the appellant, Michael B. Woods.
Kathryn A. Stephenson and W. Justin Adams, Nashville, Tennessee, for the appellee,
Metropolitan Development and Housing Agency Board of Commissioners.
OPINION
Petitioner Michael B. Woods was employed by the Metropolitan Development and
Housing Agency1 (“MDHA”) for 29 years in various positions. He served as the property
manager for the James A. Cayce Homes from 1999 until 2005, when he was assigned to
serve as manager of the Edgehill and I.W. Gernert Homes, where he worked until his
termination in 2008. Each of these properties contained over 500 units and housed over 1500
residents.
In his capacity as property manager, Mr. Woods was required to interact closely with
the residents, including, among other things, directing the admission process into the housing
property as well as any transfers within the property, ensuring the residents paid the
appropriate amount of rent based on income, performing home inspections, and acting as an
advocate for residents with education, employment, and health service agencies. Beginning
in December 2006, Mr. Woods and all MDHA property managers were required to prepare
monthly reports detailing occupancy, evictions, accounts receivable, and any irregularities
in rent payment or charges. These reports were submitted to their supervisors and ultimately
to the Executive Director for the Department of Housing and Urban Development (“HUD”).
The reports were required by federal law and were used to determine the amount of funding
that MDHA was eligible to receive from HUD.
On September 15, 2008, Briana Davis, a resident of Edgehill Homes since 2002,
contacted Mr. Woods’s supervisors, Jerry Seay, the Director of Asset and Management for
MDHA, and his assistant, Connie Martin, claiming that Mr. Woods had sexually harassed
her on several different occasions beginning in May 2006. The most recent incident took
place on September 13, 2008. Ms. Davis alleged that Mr. Woods told her he would allow her
to transfer from a two-bedroom apartment to a three-bedroom apartment in exchange for sex,
that he charged her extra rent when she refused to engage in sexual relations with him, and
that he threatened to evict her unless she cooperated with him. She also alleged that Mr.
Woods harassed many other residents, giving preferential treatment in the form of reduced
rent or additional bedrooms to women who gave in to his requests and evicting those who
refused.
MDHA hired attorney Clay Travis to investigate Ms. Davis’s claims and to submit a
report with findings and recommendations. Mr. Travis interviewed the following people: Ms.
Davis; Ms. Davis’s mother, Brenda Wilson; Mr. Woods; Jerry Brooks, the maintenance
1
In the caption the defendent is identified as the Metropolitan Development and Housing Authority;
the correct name is the Metropolitan Development and Housing Agency.
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supervisor at Edgehill Homes; Police Sargent Robert Haught and Officer Randall Moore;
Connie Martin, Mr. Woods’s supervisor; Robert Settles and Danny Pentecost, former MDHA
employees who worked under Mr. Woods; and Arthur Reese, the security director for
MDHA. Although Mr. Travis’s investigation focused on Ms. Davis’s claims, several
interviewees informed him of additional allegations of drug use by Mr. Woods as well as
rumors that Mr. Woods had been involved with other female residents.
Mr. Travis submitted a written report in which he found that Ms. Davis’s claims
contained significant inconsistencies and that “reasonable minds could differ as to the
veracity of [her] sexual harassment allegations.” The foregoing notwithstanding, Mr. Travis
further commented that “the pattern of behavior, rewarding of those who bow to his power,
and intimations of sexual misconduct have followed Woods throughout his MDHA career,
make [Ms. Davis’s] accusations appear at least somewhat grounded in truth.” Based upon
all of the evidence he obtained, Mr. Travis concluded that, “it’s more likely than not that
Woods sexually harassed Brianna Davis in the methods and manner in which she alleged.”
Following a review of Mr. Travis’s report by administrators at MDHA, Steve Adams,
assistant director for Human Resources at MDHA, notified Mr. Woods that charges were
being brought against him and that Jerry Seay, Mr. Woods’s supervisor, would conduct a
“disciplinary conference” with Mr. Woods to discuss the charges. Specifically, Mr. Woods
was charged with the following violations of MDHA personnel policy: “Disrespectful
treatment of other employees or members of the public,” “Dishonesty, immoral conduct, and
conduct unbecoming of an employee of MDHA,” “Harassment and Discrimination,” and
“Failure to perform official duties.” The charge for failing to perform official duties
pertained to Mr. Woods’s frequent failure to provide the federally mandated monthly reports
in a timely and accurate fashion. The disciplinary conference was scheduled for October 13,
2008.
On the morning of October 13, 2008, prior to the disciplinary conference, Ms. Egypt
Williams, a former MDHA resident, came forward with allegations that, in 2000, Mr. Woods
had made her so uncomfortable by questioning her about her personal life and contacting her
at night and on the weekends that she felt she needed to move out of MDHA housing. She
echoed Ms. Davis’s allegations that women who engaged in sexual relations with Mr. Woods
received preferential treatment. She said she did not report the behavior sooner because she
did not think it was “very serious.” She stated she came forward because she was attempting
to get back into MDHA housing, but owed a significant amount of unpaid retroactive rent
from her prior MDHA residence. She alleged that she could not have accrued the stated
amount of retroactive rent and that Mr. Woods probably tacked the additional charges on out
of spite when she told him not to call her anymore. It was later revealed that Ms. Williams
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was evicted for failing to pay rent after her rent was increased following the discovery that
she had substantial unreported income.
After meeting with Ms. Williams, Mr. Seay proceeded with the disciplinary
conference, during which Mr. Seay discussed with Mr. Woods the report by Mr. Travis, the
new allegations by Ms. Williams, and Mr. Woods’s failure to complete the monthly reports.
Mr. Seay also addressed an incident from 2002 involving Mr. Woods and a female resident
that resulted in a sexual harassment lawsuit against MDHA, which was settled pursuant to
a confidentiality agreement. Mr. Woods vehemently denied the harassment claims by Ms.
Davis and Ms. Williams, and suggested that he was probably targeted for false accusations
because of the past lawsuit.
Following the disciplinary conference, Mr. Seay submitted the recommendation to the
Executive Director of MDHA, Phil Ryan, that Mr. Woods be terminated. Mr. Seay stated that
his recommendation was based on the findings and conclusions in Mr. Travis’s report and
“the testimony of Ms. Williams and continued allegations and the fact that Mr. Woods seems
to be [un]able to properly complete his monthly reports.” Mr. Ryan approved Mr. Seay’s
recommendation and notified Mr. Woods that he was terminated as of October 16, 2008.
Mr. Woods immediately filed an appeal pursuant to MDHA’s Personnel Policy, which
provides that a terminated employee may appeal the decision of the Executive Director to the
MDHA Board of Commissioners (“the Board”). Pursuant to the Personnel Policy, when an
appeal is filed, the Board is required to appoint a hearing officer whose responsibility is to
hold a hearing and make a recommendation to uphold, reject, or modify the Executive
Director’s decision; thereafter, the Board is to review the hearing officer’s recommendation
and make a final determination to accept, reject, or modify the decision of the hearing officer.
Attorney Bill Hubbard was appointed as the hearing officer. The evidentiary hearing
was held on December 3 and 5, 2008. The following witnesses testified: Clint Maddox, a
friend of Mr. Woods; Mr. Seay; Mr. Travis; and Mr. Woods. Ms. Davis did not testify and
MDHA did not offer any witnesses or proof that Mr. Woods was guilty of sexual harassment.
Instead, MDHA focused on the risk of a potential negligent retention lawsuit if Mr. Woods
was not terminated.
At the conclusion of the hearing, Mr. Hubbard found that there was “insufficient
evidence to support a finding that Mr. Woods engaged in consistent and persistent sexual
misconduct towards Ms. Davis or other residents.” He similarly found numerous
inconsistencies in and lack of support for Ms. Williams’s statement. Mr. Hubbard further
concluded that the “veracity of the assertions in [Mr. Clay’s] reports was successfully
challenged.” However, Mr. Hubbard also found that due to Mr. Woods’s alleged prior
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conduct MDHA could be at risk for a claim of negligent retention but that “MDHA can
reasonably mount a successful defense,” and that “the negligent retention should not be
addressed by dismissal of Mr. Woods.” Instead of terminating him, Mr. Hubbard
recommended that Mr. Woods be demoted to a smaller housing unit due to his failure to
provide the required monthly reports. Mr. Hubbard also recommended that MDHA
implement various safeguards to guard against future harassment claims, such as requiring
a witness when Mr. Woods interacts with residents.
In a meeting on February 3, 2009, the Personnel and Career Development Committee
of the Board of Commissioners of MDHA (“the Committee”) reviewed the report and
recommendations of Mr. Hubbard. Following a discussion, the Committee made the
following findings:
1. There has been a pattern of allegations of sexual harassment made
against Mr. Woods.
2. The agency is concerned for the safety and well-being of its residents.
3. The agency is concerned about the risk of liability for the agency.
4. The agency is advised by counsel that Mr. Woods is an employee-at-
will; furthermore, Mr. Woods does not have a property interest in his
job with the agency.
5. For the last year and a half, Mr. Woods has consistently failed to
properly submit reports required as a part of his job.
6. The suggestions of the hearing officer regarding the assignment of an
employee chaperon for Mr. Woods are impractical.
7. The agency has been advised by counsel that they do not have to find
that Mr. Woods engaged in sexual harassment in order to take this
action.
Following a vote, the Committee made a recommendation to the full Board that it reject Mr.
Hubbard’s conclusions and recommendations and uphold Mr. Woods’s termination. At a
meeting of the Board on February 10, 2009, the Board adopted the findings and accepted the
recommendations of the Committee and upheld the Executive Director’s decision to
terminate Mr. Woods’s employment with MDHA.
The following day, February 11, 2009, Mr. Woods filed a petition for a writ of
certiorari, pursuant to Tenn. Code Ann. § 27-8-101, in the Davidson County Chancery
Court.2 He alleged the Board acted arbitrarily because its decision to uphold his termination
2
We note that Mr. Woods amended his petition because the original petition failed to state that it was
(continued...)
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was based on his refusal to waive his right to appeal his termination, and because there was
insufficient evidence to conclude that he had sexually harassed Ms. Davis or Ms. Williams.
He also asserted that the Board exceeded its jurisdiction by considering his failure to properly
submit monthly reports during an investigation which concerned only harassment allegations.
He requested reinstatement, backpay, lost benefits, and attorney’s fees. The court granted the
writ and the administrative record was filed with the court on May 4, 2009.
The case came on for hearing on January 5, 2010. The first issue considered by the
trial court was whether Mr. Woods was an employee-at-will. The record revealed that Mr.
Woods did not have a contract of employment for a term of employment with MDHA.
Instead, Mr. Woods’s rights and remedies were those stated in the MDHA Personnel Policy
manual. The underlined disclaimer in the manual stated, “[The manual] does not create a
contract for employment.” Based upon this fact, the trial court held that Mr. Woods was an
employee-at-will and he could be fired without a finding of just cause.
The trial court went on to find that, in the absence of an employment contract, the
Board’s decision was not arbitrary or capricious. The trial court also found that, “[a]lthough
MDHA could not conclude that the Petitioner had sexually harassed residents, neither could
MDHA conclude that he had not done so. . . . It is reasonable for MDHA, in the absence of
discrimination or retaliation, to remove an employee whose behavior has been questioned
and who has not otherwise been fulfilling his duties.”
Based upon the above findings, the trial court dismissed the petition on January 7,
2010. Mr. Woods filed a timely appeal.
ANALYSIS
Mr. Woods argues that the MDHA Personnel Policy Manual created a contract of
employment that precluded MDHA from terminating his employment without just cause and
that the Board wrongfully terminated his employment without just cause.
Conversely, MDHA argues that Mr. Woods was an employee-at-will, subject to
termination for any lawful reason, or for no reason at all, and that the Board did not act
arbitrarily or capriciously in firing Mr. Woods based on the risk of future liability for
2
(...continued)
the first application for the writ as required by Tenn. Code Ann. § 27-8-106.
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negligent retention of an employee with a documented history of being accused of sexual
harassment.3
I.
In Tennessee, the presumption exists that employment for an indefinite term may be
terminated at any time by the employer or the employee without cause. Rose v. Tipton County
Public Works Dept., 953 S.W.2d 690, 691-92 (Tenn. Ct. App. 1997). Nevertheless, this Court
has recognized that even in the absence of a formal employment agreement, an employee
manual can form a contract between the employee and the employer. Smith v. Morris, 778
S.W.2d 857, 858 (Tenn. Ct. App. 1988).
For an employee manual or handbook to constitute a contract it “must contain specific
language showing the employer’s intent to be bound by the handbook’s provisions.” King v.
TFE, Inc., 15 S.W.3d 457, 461 (Tenn. Ct. App. 1999) (citing Smith, 778 S.W.2d at 858
(Tenn. Ct. App. 1988)). In order to be considered part of an employment contract, the
language in the handbook “‘must be phrased in binding terms, interpreted in the context of
the entire handbook, and read in conjunction with any other relevant material, such as an
employment application.’” Id. (quoting Claiborne v. Frito-Lay, Inc., 718 F. Supp. 1319, 1321
(E.D. Tenn. 1989).
The material provisions of the MDHA Personnel Policy Manual are not in dispute.
The issue is whether MDHA’s Personnel Policy Manual forms an employment contract that
precludes MDHA from terminating Mr. Woods’s employment without just cause.
The specific provisions on which Mr. Woods relies provide:
C. Types of Disciplinary Action. In the interest of good discipline, a
department director may, with just cause and after proper notice and
conference, take the following types of disciplinary action:
....
3. Dismissal. A department director may dismiss (terminate) an
employee from the Metropolitan Development and Housing
Agency, which will become effective upon concurrence of the
Executive Director.
3
MDHA also contends that Mr. Woods waived his right to appellate consideration of whether the
manual created a contractual right to be terminated only for just cause, because he failed to raise it in the trial
court. However, the trial court’s order specifically addresses this issue at length and we find it has not been
waived.
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D. Disciplinary Appeal Procedure. Any employee demoted for cause,
suspended, or dismissed from MDHA may, in writing to the Assistant Director
for Human Resources, appeal to have the action reviewed by the Board of
Commissioners. . . . The Board of Commissioners will appoint a hearing
officer after the written appeal has been filed with the Assistant Director for
Human Resources. . . . After the hearing, the hearing officer will make his/her
decision known to the employee and to the agency within thirty (30) calendar
days from the date of the hearing, if possible. If the Board does not approve
the hearing officer’s decision it may modify or reverse it. The judgment of the
Board will be final and binding.
Mr. Woods argues that these provisions are guarantees by MDHA, and became binding,
contractual commitments when Mr. Woods appealed his termination. As support, Mr. Woods
looks to Ussery v. City of Columbia, No. M2008-01113-COA-R3-CV, 2009 WL 1546382
(Tenn. Ct. App. June 1, 2009) (perm app. denied March 15, 2010). In Ussery, the Court held
that the employee handbook created a contractual relationship between the employee and
employer where the handbook guaranteed, in mandatory language, that each employee would
receive an annual, written evaluation of their work, on their pay anniversary date. Id. at *8.
The handbook also promised that all pay raises would be based on those evaluations. Id.
However, in Ussery, the Court distinguished between the 1984 version of the
handbook and the 1997 version. Id. At *5. Although the 1997 version contained the same
mandatory language regarding the annual evaluations, it also contained a disclaimer that
provided in relevant part: “This handbook does not constitute a legal contract with the City.”
Id. at *5 n.3. The plaintiffs did not appeal the trial court’s holding that the 1997 handbook
did not constitute an employment contract; as such, the Court did not rule on it. However, the
Court clearly relied on the absence of the disclaimer in the 1984 handbook to find a contract
in the 1984 handbook. Id. (“Unlike the 1997 Handbook, the 1984 Handbook contains no
language stating that the earlier handbook is not a contract.”); see also MacDougal v. Sears,
Roebuck & Co., 624 F. Supp. 756, 759 (E.D. Tenn. 1985) (“Even where part of the manual
may be considered to give rise to a definitive guarantee based on past practices of the
company, a manual will not necessarily be treated as a contract if specific language within
the manual disclaims certain guarantees.”). Furthermore, the reservation of a “unilateral
right” in favor of the Board to alter or amend the handbook contradicts an intent to be
contractually bound by its provisions. Flowers v. Memphis Housing Authority, No. 51934
T.D., 1997 WL 327628, at *3 (Tenn. Ct. App. June 17, 1997) (citing Claiborne, 718 F. Supp.
at 1319).
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MDHA’s Personnel and Policy Manual contains a disclaimer in similarly clear
language. The disclaimer appears on the first page of the manual and is written
conspicuously, in capital letters:
T HIS IS THE OFFICIAL MANUAL OF PERSONNEL POLICIES FOR THE
M ETROPOLITAN D EVELOPMENT AND H OUSING A GENCY (MDHA). ITS PURPOSE
IS TO ARRANGE FOR READY REFERENCE A REVIEW OF THE POLICIES,
RELATIONSHIPS, AND PROCEDURES OF MDHA. IT IS INTENDED PRIMARILY AS A
GUIDE FOR EMPLOYEES IN THE DISCHARGE OF THEIR DUTIES. I T DOES NOT
CREATE A CONTRACT FOR EMPLOYMENT AND MAY BE MODIFIED OR
AMENDED AT ANY TIME BY ANY SPECIAL OR REGULAR MEETING OF THE
B OARD OF C OMMISSIONERS.
T HE M ANUAL OF P ERSONNEL P OLICIES AND THE BYLAWS OF MDHA
MAY BE AMENDED BY ANY SPECIAL OR REGULAR MEETING OF THE B OARD OF
C OMMISSIONERS BY A SIMPLE MAJORITY OF SAID COMMISSIONERS, THERE BEING
A QUORUM PRESENT.
The Personnel and Policy Manual further provides that the Board has the authority to modify
or reverse the decision of the hearing officer.
Reading the provisions regarding the appeals process in conjunction with the
disclaimer and the Board’s unfettered discretion to reverse the decision of the hearing officer,
it is clear that the MDHA Personnel and Policy Manual lacks specific language showing
MDHA’s intent to be bound to a contract. See King, 15 S.W.3d at 461. Therefore, the Manual
did not create a contract of employment with Mr. Woods, meaning he was an at-will
employee who could be terminated from MDHA without just cause. We, therefore, affirm
the holding of the trial court that Mr. Woods was an at-will employee and could he fired
without a finding of just cause.
II.
We must now review the Board’s decision to terminate Mr. Woods in light of our
conclusion that he is an at-will employee who may be terminated without a finding of just
cause.
We review the Board’s decision to terminate Mr. Woods’s employment in the context
of the petition filed by Mr. Woods, a common-law writ of certiorari.
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The scope of review afforded by a common-law writ of certiorari is extremely
limited. Reviewing courts may grant relief only when the board or agency
whose decision is being reviewed has exceeded its jurisdiction or has acted
illegally, arbitrarily, or fraudulently.
Review under a common-law writ of certiorari does not extend to a
redetermination of the facts found by the board or agency who decision is
being reviewed. The courts may not (1) inquire into the intrinsic correctness
of the decision, (2) reweigh the evidence, or (3) substitute their judgment for
that of the board or agency. However, they may review the record solely to
determine whether it contains any material evidence to support the decision
because a decision without evidentiary support is an arbitrary one.
Ascertaining whether the record contains material evidence to support the
board’s or agency’s decision is a question of law. For the purpose of this
inquiry “material evidence” is relevant evidence that a reasonable person
would accept as adequate to support a rational conclusion. The amount of
material evidence required to support a board’s or agency’s decision must
exceed a scintilla of evidence but may be less than a preponderance of the
evidence.
Leonard Plating Co. v. Metropolitan Gov’t of Nashville and Davidson County, 213 S.W.3d
898, 903-04 (Tenn. Ct. App. 2006) (internal citations omitted).
As stated in more detail earlier in this opinion, Steve Adams, Assistant Director for
Human Resources at MDHA, notified Mr. Woods that charges were being brought against
him and that Jerry Seay, Mr. Woods’s supervisor, would conduct a “disciplinary conference”
with Mr. Woods. In the disciplinary conference that followed, Mr. Seay discussed with Mr.
Woods the investigative report by Clay Travis, the new allegations by Ms. Williams, and Mr.
Woods’s failure to complete the monthly reports. Following the conference, Mr. Seay
submitted a recommendation to the Executive Director of MDHA that Mr. Woods be
terminated.
When Mr. Woods appealed his termination, the Board appointed attorney Bill
Hubbard to hold a hearing and make a recommendation to uphold, reject, or modify the
Executive Director’s decision. Following an evidentiary hearing, Mr. Hubbard found the
evidence insufficient to support a finding that Mr. Woods engaged in consistent and
persistent sexual misconduct towards Ms. Davis or other residents, and that the veracity of
the assertions of sexual harassment was successfully challenged by Mr. Woods. Mr. Hubbard
also found that MDHA could be at risk for a claim of negligent retention due to Mr. Woods’s
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alleged prior conduct. Based upon these findings, Mr. Hubbard recommended that Mr.
Woods not be terminated but rather demoted due to his failure to provide the required
monthly reports. He also recommended that MDHA implement various safeguards against
future harassment claims, such as requiring a witness when Mr. Woods interacts with
residents.
The Executive Director took exception to the hearing officer’s findings and
recommendations and submitted a recommendation to the Personnel and Career
Development Committee of the Board of Commissioners of MDHA that the hearing officer’s
recommendation be rejected. In a meeting on February 3, 2009, the Personnel and Career
Development Committee reviewed the report and recommendations of the hearing officer
and the response and recommendation of the Executive Director. Following a discussion, the
Committee made numerous findings, including that “[t]here has been a pattern of allegations
of sexual harassment made against Mr. Woods”; “[t]he agency is concerned about the risk
of liability for the agency”; “Mr. Woods has consistently failed to properly submit reports
required as a part of his job”; and that “the assignment of an employee chaperon for Mr.
Woods [is] impractical.” Following a vote, the Committee made a recommendation to the full
Board that it reject Mr. Hubbard’s recommendations and uphold Mr. Woods’s termination.
Following a meeting of the full Board, the Board adopted the recommendations of the
Committee, rejected the recommendations of the hearing officer, and upheld the Executive
Director’s decision to terminate Mrs. Woods’s employment with MDHA.
The Board’s decision to terminate Mr. Woods was based on a finding by the Board
that his continued employment posed a risk of liability for MDHA, and could affect the
safety and well-being of MDHA residents. At the time of his termination, three residents had
lodged formal complaints regarding Mr. Woods’s inappropriate behavior, one of which
resulted in a lawsuit against MDHA. Everyone who reviewed the allegations and the proof,
including the hearing officer, concluded that MDHA could face a claim of negligent
retention by continuing to employ Mr. Woods. Furthermore, Mr. Seay stated that, despite
several warnings, Mr. Woods failed to complete his monthly reports in a timely and accurate
fashion and, as a result, Mr. Seay was forced to spend his time correcting Mr. Woods’s
reports to avoid the risk of losing HUD funding. The Board indicated that it took this into
consideration when terminating Mr. Woods.
As stated above, our scope of review in this appeal is extremely limited. We may only
grant Mr. Woods’s relief if we determine the MDHA Board exceeded its jurisdiction or acted
illegally, arbitrarily, or fraudulently in terminating his employment. There is no evidence in
this record to support a finding that the Board acted illegally or fraudulently. As for the issue
of arbitrariness, with respect to at-will employees such as Mr. Woods, it is “difficult to show
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arbitrariness” because their “employment could be terminated for any lawful reason, or for
no reason at all.” Watson v. City of Lavergne, No. M2006-00351-COA-R3-CV, 2007 WL
1341767, at *3 (Tenn. Ct. App. May 7, 2007). “Absent an independent violation of the law,
such as unlawful discrimination,” an administrative body does not act arbitrarily or
capriciously when it terminates an at-will employee. Id. at *3-*4; see also Polite v. MDHA,
No. M2007-02472-COA-R3-CV, 2008 WL 3982915, at *3 (Tenn. Ct. App. Aug. 26, 2008).
This record contains no evidence of an independent violation of the law. Moreover, there is
material evidence to support the Board’s findings and decision to terminate Mr. Woods’s
employment. See Leonard Plating Co., 213 S.W.3d at 903-04.
For the foregoing reasons, we find that the MDHA Board did not act arbitrarily,
capriciously, or illegally by terminating Mr. Woods.
CONCLUSION
The judgment of the trial court is affirmed, and this matter is remanded with costs of
appeal assessed against Michael B. Woods.
______________________________
FRANK G. CLEMENT, JR., JUDGE
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