EMPLOYER REFUSAL TO BARGAIN IN GOOD FAITH; UNILATERAL CHANGE (FOR NEGOT OF SPECIFIC SUBJECTS, SEE SEC 1000, SCOPE OF REPRESENTATION) – Change In Policy

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PERB applies traditional rules of contract law to interpret the parties’ MOUs. (Lodi Unified School District (2020) PERB Decision No. 2723, p. 12 (Lodi).) “A contract must be so interpreted as to give effect to the mutual intention of the parties as it existed at the time of contracting, so far as the same is ascertainable and lawful.” (Civ. Code, § 1636.) “[T]he whole of a contract is to be taken together, so as to give effect to every part, if reasonably practicable, each clause helping to interpret the other.” (Civ. Code, § 1641.) Where contractual language is clear and unambiguous, it is unnecessary to go beyond the plain language of the contract itself to ascertain its meaning. (Lodi, supra, PERB Decision No. 2723, p. 13.) Where contract terms are ambiguous, PERB may look to bargaining history and past practice to discern the parties’ intent. (Ibid.) Regarding the latter, the parties’ past practice under the contract before the dispute arose, i.e., “[t]he parties’ practical construction of a contract,” provides “important evidence of their intent.” (Ibid.)