GENERAL LEGAL PRINCIPLES; CONTRACT ENFORCEMENT/ INTERPRETATION – General Principles of Contract Interpretation

Single Topic for Decision 2027M

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PERB’s interpretation of a collective bargaining agreement is guided by traditional rules of contract interpretation, including those set forth in the Civil Code. A provision of a memorandum of understanding stating that the MOU superseded all side letters except “grievance resolutions documents” was ambiguous. The parties’ bargaining history showed the MOU did not supersede a prior written grievance settlement because: (1) during bargaining, the union told the employer that it considered the grievance settlement to be a “grievance resolution document;” and (2) the testimony of the employer’s lead negotiator that he was unaware of the union’s position when he agreed to the exception language was not credible. The employer’s proffered interpretation that the exception was intended to apply only to future grievance resolutions is unreasonable because: (1) it is contrary to the plain meaning of “supersede;” and (2) it would leave the exception without effect.