Case: 6:16-cv-00109-GFVT Doc #:1 Filed: 06/13/16 Page: 1 of 8 - Page ID#: 1 UNITED STATES DISTRICT COURT EASTERN DISTRICT OF KENTUCKY LONDON DIVISION DR. JAMES TAYLOR MRS. DINAH TAYLOR PLAINTIFFS v UNIVERSITY OF THE CUMBERLANDS DEFENDANT Come the Plaintiffs, Dr. James Taylor, (“Dr. Taylor”) and Mrs. Dinah Taylor (“Mrs Taylor”), (“collectively Dr. and Mrs. Taylor”) by counsel, and for their verified complaint against the University of the Cumberlands, Inc. (“the University”), state as follows: PARTIES, JURISDICTION AND VENUE L Plaintiffs, Dr. and Mrs. Taylor are a married couple, each a resident of the State of Florida, with an address of 10312 Yorkstone Dr. Bonita Springs, FL 34135, 2. Defendant University of the Cumberlands, Inc. is a Kentucky non-profit corporation with its principal office located at 6191 College Station Dr. Williamsburg, KY 40769, 3. Jurisdiction and venue are proper in the United States District Court for the Eastern District of Kentucky, pursuant to 28 U.S.C. 1332 as there is complete diversity of citizenship between the parties, and the amount in controversy exceeds the jurisdictional minimum, as the combined salary and benefits at issue were worth at least $395,000 per year.Case: 6:16-cv-00109-GFVT Doc #:1 Filed: 06/13/16 Page: 2 of 8 - Page ID#: 2 FACTS COMMON TO ALL COUNTS 4, Dr, Taylor served as the President of the University of the Cumberlands for 35 years, beginning his tenure on August 1, 1980. 5. During his time as President, the University of the Cumberlands, formerly ‘Cumberland College, grew considerably, in terms of programs offered, physical size of the campus and assets managed by the University, 6. Throughout this time period, Mrs. Taylor acted as an ambassador of the University in every respect. 7. All the while, Dr. Taylor’s compensation continued to be significantly lower than the Presidents of other similarly situated colleges. 8 On October 21, 2005, the Board of Trustees (in closed executive session) unanimously yoted to continue Dr. Taylor and Ms. Dinah Taylor’s salary and benefits following his retirement from the position of President, and to appoint him as Chancellor of the University immediately thereafter, Specifically, on a motion made by Board Member Bill Hacker, seconded by Board Member Dave Huff, the Board unanimously adopted the following resolutions: a. To continue compensation and benefits to Dr. and Mrs, Taylor, which are in effect on the date of his retirement until his death, In the event Dr. Taylor precedes his wife, such compensation and benefits shall go (o Dinah Taylor. b, To amend the Bylaws of the University and the President's current contract as necessary to include the establishment of the position of Chancellor and the salary and benefits for Dr. and Mrs, Taylor.Case: 6:16-cv-00109-GFVT Doc #:1 Filed: 06/13/16 Page: 3 of 8 - Page ID#: 3 9, The law firm of Guenther, Jordan & Price, P.C. was engaged by Jim Oaks, Chairman of the Board of Trustees, to prepare amendments to the bylaws in order to create the position of Chancellor 10. The resolutions of the October 21, 2005 Board of Trustees meeting were further carried out by the execution of a contract (the “Taylor Agreement”) on April 19, 2012 by Dr. and Mrs, Taylor and the University 11, The Taylor Agreement was unanimously approved by the Board of Trustees on that date, A copy of the Taylor Agreement is attached at Exhibit A of this Complaint, 12. The Taylor Agreement sets forth the retirement benefits the University agreed to provide to Dr. and Mrs. Taylor, including continuing their health insurance benefits, continuing to pay Dr. Taylor’s salary as of the date of his retirement as President, and upon his death to continue to pay this amount to Mrs, Taylor, to provide Dr. and Mrs. Taylor a residence or apartment in Williamsburg, Kentucky, and to continue to provide other benefits for the remainder of their lives. 13, On October 15, 2015, the day Dr. Taylor’s stepped down from the office of President, the Board unanimously reconfirmed the University’s the commitment to provide a benefit package for Dr. and Mrs. Taylor to include salary in effect on January 1, 2015, all previously approved insurance for Dr. and Mrs, Taylor, plus all other perks they were receiving at that time. 14, Dr. Taylor stepped down as President of the University on October 15, 2015 and assumed the office of Chancellor for the University. Mrs, Taylor continued to serve as ambassador for the University. 15, After his retirement, the University has attempted to coerce Dr. and Mrs. Taylor into accepting a substantially less than is owed with threats to cease paying any benefits owedCase: 6:16-cv-00109-GFVT Doc #:1 Filed: 06/13/16 Page: 4 of 8 - Page ID#: 4 under the Taylor Agreement, Dr. Taylor was offered a one-year renewable contract by the University at a salary substantially below that set forth in the Taylor Agreement, He was told if he did not accept this new contract that his relationship with the University would terminate, that no benefits would be paid, and that he would lose the use of a University owned apartment in Williamsburg, KY, the University owned vehicle he drives, and the cellular telephone he uses, all of which were benefits to him under the Taylor Contract, Despite these threats, Dr. Taylor did not accept any offer from the University for less than he had been previously promised 16, Dr. and Mrs, Taylor have been informed by the University that their Agreement with the University will not be honored and their retirement benefits have been terminated. BREACH OF CONTRACT 17. Dr, and Mrs. Taylor hereby incorporate the allegations set forth in numerical paragraphs 1-16. 18. The Taylor Agreement was a valid, enforceable contract. 19, The University has informed Dr. and Mrs. Taylor that it will not pay the benefits outlined in the Taylor Agreement, 20. Dr. and Mrs. Taylor have been damaged by the University’s breach in an amount to be determined at trial, but in excess of the minimum jurisdictional amount of this Court PROMISSORY ESTOPPEL 21. Dr. and Mrs, Taylor hereby incorporate the allegations set forth in numerical paragraphs 1-20. 22. The written Taylor Agreement, fully executed by the University should reasonably have been expected to induce action or forbearance by Dr. and Mrs. Taylor.Case: 6:16-cv-00109-GFVT Doc #:1 Filed: 06/13/16 Page: 5 of 8 - Page ID#: 5 23, Dr. and Mrs. Taylor relied upon the terms of the Taylor Agreement, to their detriment — in part, by Dr. Taylor continuing to serve as President of the University from 2012 (when the Taylor agreement was signed) to October of 2015 (when Dr. Taylor retired as President). 24, The promises contained in the Taylor Agreement must be enforced in order to prevent injustice SLANDER 25. Dr, and Mrs. Taylor hereby incorporate the allegations set forth in numerical paragraphs 1-24, 26. Upon information and belief, agents of the University have made false statements, which were published to third parties, to the effect that Dr. Taylor hid the Taylor Agreement from the University and from the Board of ‘Trustees, and that he had the contract drawn up in a deceitful or scheming manner. 27. — Upon information and belief, the University’s publication of these false statements to third parties was without privilege. 28, Dr. Taylor was harmed by the publication of these statements, and such statements, including allegations of undethanded or dishonest actions by Dr. Taylor, are actionable as slander persse. 29. Dr. Taylor has suffered special harm as a result of the false statements made by the University, 30. The University’s statements were made with reckless disregard for the truth of the statements, or, with knowledge of the falsity of the statements made.Case: 6:16-cv-00109-GFVT Doc #:1 Filed: 06/13/16 Page: 6 of 8 - Page ID#: 6 INTENTIONAL INFLICTION OF EMOTIONAL DISTRESS. 31, Dr. and Mrs. Taylor hereby incorporate the allegations set forth in numerical paragraphs 1-30. 32. The University acted intentionally to attempt to coerce Dr. Taylor into accepting the contract offered as a replacement for the Taylor Agreement. 33. The use of economic coercion against an elderly couple, including threats of the loss of their residence and health insurance, as well as their income, in an effort to accomplish a breach of a longstanding and enforceable contract is an affront to decent society, and is outrageous in light of the relationship between Dr. and Mrs, Taylor and the University which employed them for so many years. 34. Because of the threats, and now the actual discontinuance of Dr. and Mrs. Taylor’s retirement benefits, the University has caused severe emotional distress. 35. The severe emotional distress faced by the Taylors include worry, mental stress and concern to Dr. and Mrs. Taylor with regard to where they will ive, how they will remain connected to their family and friends in the community, how they will pay for their healthcare costs, and whether the costs of maintaining their insurance (which they must now bear without income) will affect their ability to meet other economic obligations, potentially forcing them to choose between their healthcare and other necessaries of life. PUNITIVE DAMAGES 36. Dr. and Mrs, Taylor hereby incorporate the allegations set forth in numerical paragraphs 1-35,Case: 6:16-cv-00109-GFVT Doc #:1 Filed: 06/13/16 Page: 7 of 8 - Page ID#: 7 37. The University undertook its actions to coerce Dr. Taylor to accept a new contract, and slandered him personally, and threatened the discontinuance of benefits relied upon by him and his wife. 38. These acts were undertaken by the University with malice and oppression, and the conduct of the University was at all times of a willful and wanton character such as to subject tem to an award of punitive damages in an amount as determined by a jury. REFORMATION 39. Dr. and Mrs, Taylor hereby incorporate the allegations set forth in numerical paragraphs 1-38, 40, The Board of Trustees voted to continue Mrs. Taylor’s salary at the level at which she was paid at the time of Dr. Taylor’s retirement as president of the University, However, the Taylor Agreement arguably does not include a provision for continuation of her salary. 41, The Taylor Agreement should be reformed to correct the mutual mistake and to comport with the true intent of the parties, WHEREFORE, Dr. and Mrs. Taylor respectfully demand the following: 1, Trial by jury on all issues so triable; 2. A judgment against the University requiting specific performance of the Taylor Agreement; 3. Punitive damages in an amount to be determined at trial; 4, Reformation of the Taylor Agreement to require payment of Mrs. Taylor's pre- retirement salary for the rest of her life; 5. Their attomeys’ fees expended herein; and 6. Any and all other relief to which Dr, and Mrs. Taylor appear reasonably entitled,Case: 6:16-cv-00109-GFVT Doc #:1 Filed: 06/13/16 Page: 8 of 8 - Page ID#: 8 Respectfully Submitted, {s/ D. Duane Cook. D, Duane Cook John M. Sosbe Cook & Watkins, PLC 135.N. Broadway Georgetown, KY 40324 (502) 570-0022 duane@cookwatkins.com john@cookwatkins.com