Xingkui Guo v. State of Tennessee

07/17/2025

IN THE COURT OF APPEALS OF TENNESSEE

AT NASHVILLE

April 1, 2025 Session

XINGKUI GUO V. STATE OF TENNESSEE

Appeal from the Tennessee Claims Commission

No. 0546-GL-XX-XXXXXXX-001 James A. Haltom, Commissioner

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No. M2024-00819-COA-R3-CV

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Professor appeals from the Tennessee Claims Commission’s Rule 41.02(2) involuntary

dismissal of his breach of contract action against Tennessee State University. Discerning

no reversible error, we affirm.

Tenn. R. App. P. 3 Appeal as of Right; Judgment of the Tennessee Claims

Commission Affirmed; Case Remanded

JOHN W. MCCLARTY, J., delivered the opinion of the court, in which W. NEAL MCBRAYER

and JEFFREY USMAN, JJ., joined.

Jason D. Holleman, Nashville, Tennessee, for the appellant, Xingkui Guo.

Jonathan Skrmetti, Attorney General and Reporter, J. Matthew Rice, Solicitor General,

Melissa Ann Brodhag, Senior Assistant Attorney General, Camille DiRosa Vulcano, and

E. Ashley Carter, for the appellee, State of Tennessee.

OPINION

I. BACKGROUND

The appellant, Xingkui Guo (“Claimant”), has served as an art professor for

Tennessee State University (“TSU”) since 2003. His focus is photography and graphic

design. Claimant earned a masters degree. In December 2021, he submitted a claim for

damages against the appellee the State of Tennessee (“Defendant”), acting by and through

TSU, to the Tennessee Division of Claims Administration and Risk Management. The

claim was transferred to the Tennessee Claims Commission. His February 28, 2022

complaint asserted claims for unjust enrichment and breach of contract based on the

following alleged facts:

TSU’s Division of Academic Affairs publishes an Operating Manual each

year which provides the most current procedures to guide day-to-day

operations of academic units and faculty at the University. The [2020-2021

Operating Manual] states, “Standard faculty workloads are defined by the

TSUBT as 15 credit hours or the equivalent” (emphasis original). TSUBT

stands for the Tennessee State University Board of Trustees. Faculty are

allowed to apply for three credit hours of “released time to pursue research”

every semester, per page 68 of the [Operating Manual]. [Claimant] was

approved for three credit hours of released time to pursue research every

semester since 2010, with the exception of the Fall 2016 semester when he

was out on leave. If a faculty member is assigned more than 15 credit hours

in a semester, they are to apply for “overload payment.” Standard 15 credit

hour assignments include the three credit hours approved for research.

Overload payments for Professors are $700 per credit hour over the standard

15 credit hour workload. However, TSU makes an exception per page 69,

section 13 of the [Operating Manual], which reads, “[o]verloads may not be

processed if a faculty member has a class with low enrollments that should

have been cancelled.” Thus, a class that “should have been cancelled,” but

was not, seemingly cannot qualify for an overload payment. 20 students are

needed to enroll in an undergraduate 100 or 200 level class to meet the

minimum enrollment [and] 15 students are needed to enroll in an

undergraduate 300 or 400 level class to meet the minimum enrollment.

Under that same policy, “[i]f an insufficient number of students register for

a given class, the class must be canceled unless with the approval of the

dean of the college/school concerned and the AVP” (emphasis added). AVP

stands for Associate Vice President of Academic Affairs. [Claimant] has

been repeatedly denied overload payments because some classes he taught

did not meet the minimum enrollment level [but TSU never cancelled those

classes].

Claimant further alleged that he was assigned eighteen teaching hours in the Fall

2015, Spring 2019, Fall 2019, Spring 2020, and Fall 2020 semesters, and was assigned

twenty-one teaching hours in the Spring 2016, Spring 2017, Fall 2017, Spring 2018, and

Spring 2021 semesters. Claimant inquired about overload payments and the requisite

paperwork but was told by the Department Chair that no money was available to pay him.

In 2021, he complained about his schedule and lack of overload payments to the Interim

Dean of the College of Liberal Arts, Dr. Samantha Morgan-Curtis, who advised Claimant

that he was not eligible for overload payments because some of his classes did not have the

requisite minimum enrollment. Dr. Morgan-Curtis changed Claimant’s Fall 2021 schedule

at his request such that he was teaching fewer credit hours and no longer teaching an

overload schedule. Claimant alleged that TSU failed to follow its policy and improperly

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denied overload payments due for forty-five extra credit hours taught over the previous

years. He sought $31,500 in damages.

In its answer, Defendant stated that Claimant never had been assigned an overload

schedule and denied that he was eligible for overload payments. Defendant responded,

“Claimant’s scheduled hours do not exceed the overload threshold as those hours are not

standard. Claimant has taught multiple classes in one combined course at one time to

maintain minimum enrollment; the overload policy addresses this type of adjustment.”

The Claims Commission entered an agreed order dismissing the unjust enrichment

claim. On August 3, 2023, the Claims Commission denied the parties’ cross motions for

summary judgment, finding that genuine issues of material fact remained for trial. The

case proceeded to a March 26, 2024 trial on the breach of contract claim. Dr. Samantha

Morgan-Curtis and Claimant testified. Dr. Morgan-Curtis explained that TSU’s faculty

workload forms are filled out by the administrative assistant in the particular department,

either approved or rejected by the Dean, and then approved or rejected by the Vice

President of Academic Affairs. When determining whether a course should be cancelled

due to low enrollment, a faculty member discusses this with the department chair who

speaks to the Dean who, in turn, speaks to the Vice President of Academic Affairs. Dr.

Morgan-Curtis further explained that stacked courses are studio courses, as opposed to

lecture courses, with basically the same content that are taught during the same course

period, by the same professor, in the same area or classroom. TSU does not have a specific

written policy about stacked courses. The following exhibits were entered into evidence:

Portions of TSU’s Division of Academic Affairs Operating Manuals from the years 2017

to 2018, 2018 to 2019, and 2020 to 2021; the Fall 2015 TSU Determining Faculty

Workloads Policy 02.07; and Claimant’s faculty workload from the Spring 2017 and Fall

2017 semesters.

Claimant’s Spring 2017 faculty workload form showed that he was assigned to teach

six courses worth three credit hours each. Of those courses, two of them, Production and

Advanced Graphic Design, were scheduled simultaneously on Tuesday/Thursday from

8:00 a.m. to 11:00 a.m., and had an enrollment of six and seven students each, respectively.

Likewise, Photography and Advanced Photography were scheduled simultaneously on

Monday/Wednesday and had an enrollment of twelve and two students, respectively. Upon

questioning by Claimant’s counsel, Dr. Morgan-Curtis explained:

Q. So, again, it—so there’s 18 total hours, correct?

A. There are 18 student credit hours—

Q. Okay.

A. –listed.

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Q. And when you look below at total—at the category that says total

converted hours, what does that mean?

A. That means that because the—there are two sets of classes that were

actually offered in the same classrooms at the same times, they’re stacked

courses and so the converted hours are 12. So effectively in terms of

workload hours, 12.

Q. So specifically with regards to this workload, it’s—because there’s a—it

looks like a Tuesday/Thursday class from 8:00 ‘til 11:00, but there’s two that

the [Claimant] taught at the same time; is that correct, production and

advanced graphic design?

A. Right. One is a beginning class. And—and the—it’s the production of

graphic design and the second one is an advanced course.

Dr. Morgan-Curtis was not asked about Claimant’s Fall 2017 faculty workload form. The

form indicates that Claimant taught two sets of stacked courses: Photography (ten students)

and Advanced Photography (two students) on Monday/Wednesday from 8:00 to 11:00, and

Advanced Graphic Design (three students) and Production (three students) on

Monday/Wednesday from 11:10 to 2:10. In Fall 2017, Claimant’s total converted teaching

hours from six courses equaled twelve.

At the conclusion of Claimant’s case-in-chief, Defendant moved for a Rule 41.02(2)

involuntary dismissal. Claimant’s counsel stipulated that any claim stemming from the

Fall 2015 semester or prior was barred under the statute of limitations. The motion was

granted. By order entered May 3, 2024, the Claims Commission “weighed and evaluated

the actual evidence presented during Claimant’s case” and determined that it “did not

establish breach of a written contract by a preponderance of the evidence,” thus warranting

the case’s dismissal under Rule 41.02(2). Specifically, the Claims Commission found that

Claimant had failed to establish the existence of a written contract between the parties

because there was insufficient testimony on this element of the breach of contract claim.

The Claims Commission further found that, assuming such a contract existed, Claimant

failed to establish that TSU had breached it because he had not proven that he taught more

than the standard fifteen credit hours in any given semester. Claimant appealed.

II. ISSUE

We restate the issue pertinent to this appeal as follows:

Whether the Claims Commission erred in dismissing Claimant’s breach of contract

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claim under Rule 41.02(2) based on its findings that he failed to establish, by a

preponderance of the evidence, the existence of a written contract or the breach of

any such contract.

III. STANDARD OF REVIEW

Pursuant to Tennessee Code Annotated section 9-8-403(a)(1), any appeal from a

decision of the Claims Commission to this Court is made pursuant to the Tennessee Rules

of Appellate Procedure. Under Tennessee Rule of Appellate Procedure 13(d), we review

this case de novo upon the record with a presumption of correctness for the Claims

Commission’s findings of fact, unless the preponderance of the evidence is otherwise.

Tenn. R. App. P. 13(d). However, this presumption does not extend to conclusions of law.

We review the Claims Commission’s legal conclusions de novo with no presumption of

correctness. Turner v. State, 184 S.W.3d 701, 704 (Tenn. Ct. App. 2005).

“When reviewing a trial court’s grant of a Tenn. R. Civ. P. 41.02(2) motion to

dismiss, the reviewing court must affirm the trial court’s decision unless the evidence

preponderates against the trial court’s factual determinations or the trial court’s decision is

based on an error of law that affects the outcome of the case.” Shore v. Maple Lane Farms,

LLC, 411 S.W.3d 405, 414 (Tenn. 2013) (citations omitted).

IV. DISCUSSION

This appeal stems from the Claims Commission’s grant of Defendant’s motion for

involuntary dismissal at the close of Claimant’s proof on his breach of contract claim.

Tennessee Rule of Civil Procedure 41.02(2) provides:

After the plaintiff in an action tried by the court without a jury has completed

the presentation of plaintiff’s evidence, the defendant, without waiving the

right to offer evidence in the event the motion is not granted, may move for

dismissal on the ground that upon the facts and the law the plaintiff has

shown no right to relief. The court shall reserve ruling until all parties

alleging fault against any other party have presented their respective proof-

in-chief. The court as trier of the facts may then determine them and render

judgment against the plaintiff or may decline to render any judgment until

the close of all the evidence. If the court grants the motion for involuntary

dismissal, the court shall find the facts specially and shall state separately its

conclusion of law and direct the entry of the appropriate judgment.

Tenn. R. Civ. P. 41.02(2). As our Supreme Court has explained,

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A complaint may be dismissed pursuant to Tenn. R. Civ. P. 41.02(2) if, based

on the law and the evidence, the plaintiff failed to demonstrate a right to the

relief sought. A trial court entertaining a motion for involuntary dismissal

under Tenn. R. Civ. P. 41.02(2) must impartially weigh and evaluate the

evidence just as it would after all the parties had presented their evidence.

The court may dismiss the plaintiff’s claim if the plaintiff has failed to make

out a prima facie case.

Shore, 411 S.W.3d at 413–14 (Tenn. 2013) (internal citations omitted); Burton v. Warren

Farmers Co-op., 129 S.W.3d 513, 520 (Tenn. Ct. App. 2002) (under Rule 41.02(2), the

court “may dismiss the plaintiff’s claims if the plaintiff has failed to make out a prima facie

case by a preponderance of the evidence.”).

By statute, State employees such as Claimant are permitted to assert breach of

contract claims against the State. See Tenn. Code Ann. § 9-8-307(a)(1)(L). “In a breach

of contract action, claimants must prove the existence of a valid and enforceable contract,

a deficiency in the performance amounting to a breach, and damages caused by the breach.”

Fed. Ins. Co. v. Winters, 354 S.W.3d 287, 291 (Tenn. 2011) (citing ARC LifeMed, Inc. v.

AMC-Tenn., Inc., 183 S.W.3d 1, 26 (Tenn. Ct. App. 2005)). When bringing a breach of

contract action against the State, it is the claimant’s burden to prove the existence of a

“written contract between the claimant and the state which was executed by one (1) or more

state officers or employees with authority to execute the contract.” Tenn. Code Ann. § 9-

8-307(a)(1)(L) (emphasis added).1

At trial, Claimant did not enter a written contract between himself and the State into

evidence. On appeal, Claimant notes that the document entitled “Tennessee State

University Notice of Tenure-Track Appointment and Agreement of Employment for

Faculty” dated July 6, 2004, is a signed, written contract.2 He argues that because the

document states, “[t]his appointment is made subject to the laws of the State of Tennessee,

the requirements and policies of the Tennessee Board of Regents and the requirements and

policies of Tennessee State University,” it incorporates TSU’s faculty workloads policy––

a 2015 excerpt of which was admitted at trial––into the terms of the agreement between

the parties. This argument is tenuous for a few reasons. The language of the 2004

employment contract does not address faculty workloads, let alone workloads for the

relevant semesters at issue in this action. Nor does it expressly incorporate a faculty

1

See Stewart v. State, 33 S.W.3d 785, 790 (Tenn. 2000) (“While the Claims Commission has

exclusive jurisdiction to hear claims arising against the state . . . this jurisdiction is limited only to those

claims specified in Tennessee Code Annotated section 9-8-307(a). If a claim falls outside of the categories

specified in section 9-8-307(a), then the state retains its immunity from suit, and a claimant may not seek

relief from the state.”).

2

Defendant offered Claimant’s July 6, 2004 employment contract in support of its motion for

summary judgment earlier in the proceedings.

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workload policy. By contrast, the language of the 2004 employment contract expressly

“incorporate[s] by reference as if fully set forth herein” Policy 05:02:03:10 on academic

freedom, responsibility, and tenure. Claimant entered the Fall 2015 TSU faculty workloads

policy 02.07 as an exhibit at trial, but later stipulated that a breach of contract claim from

the Fall 2015 semester or prior was barred under the statute of limitations. The Fall 2015

workloads policy contains “guidelines [which] are designed to permit the department chair

the highest practicable degree of flexibility in making faculty workload assignments”

(emphasis added). Likewise, the proffered TSU Division of Academic Affairs Operating

Manuals from the years 2017 to 2018, 2018 to 2019, and 2020 to 2021 all state, “[t]he

Division of Academic Affairs will be reviewing workloads, released time, adjunct

assignments, and requests for overloads using the following guidelines. Standard faculty

workloads are defined . . . as 15 credit hours or the equivalent” (emphasis added).

Upon review, we hold that, on their face, the guidelines in the aforementioned

policies do not show contractual intent so as to form an enforceable, written, executed

contract under section 9-8-307(a)(1)(L). See, e.g., Smith v. Morris, 778 S.W.2d 857, 858

(Tenn. Ct. App. 1988) (observing that for an employee handbook to form part of a contract,

“the specific language of the handbook must show contractual intent”). The limited

testimony adduced at trial did not illuminate the parties’ intent to be contractually bound

by the guidelines in the aforementioned policies or whether such policies were integrated

into Claimant’s employment contract. As such, Claimant failed to make out a prima facie

case for breach of contract by a preponderance of the evidence.

Assuming arguendo that the guidelines in the policies formed a written contract, the

evidence does not preponderate against the Claims Commission’s finding that Claimant

failed to show “any specific page, paragraph, or line that was breached.” As the Claims

Commission noted, the only documentary evidence admitted at trial concerning Claimant’s

teaching hours during the ten semesters identified in his complaint were his Spring 2017

and Fall 2017 faculty workload forms. Claimant testified that he taught forty-two hours

without pay. Claimant did not explain how either document amounted to proof of an

overload teaching schedule or how his teaching schedule in any relevant semester was not

the equivalent of fifteen credit hours. Dr. Morgan-Curtis’s testimony about the

simultaneous teaching of low enrollment studio courses and converted hours went

unrebutted. With all of the foregoing considerations in mind, we affirm the decision of the

Claims Commission dismissing the breach of contract claim under Rule 41.02(2).

V. CONCLUSION

We affirm the May 3, 2024 order of the Claims Commission. The case is remanded

for such further proceedings as may be necessary and consistent with this opinion. Costs

of the appeal are taxed to the appellant, Xingkui Guo.

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JOHN W. McCLARTY, JUDGE

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