On appeal from the Superior Court of New Jersey, Law Division, Camden County.
Approved for Publication March 17, 1997.
Before Judges Dreier *fn1, D'Annunzio and Newman
The opinion of the court was delivered by D'annunzio, J.A.D.
The opinion of the court was delivered by: D'annunzio
The opinion of the court was delivered by
Plaintiffs appeal from an adverse judgment in this action in lieu of prerogative writs.
The first issue is whether a personnel manual adopted by the Borough of Haddon Heights (Borough) supersedes "An Ordinance Fixing The Salaries And Wages To Be Paid To The Officers And Employees Of The Borough of Haddon Heights For The Year 1994." The second issue is whether the salary ordinance violated the rights of two of the plaintiffs' under N.J.S.A. 40A:9-165 because the ordinance denied them "without good cause an increase in salary given to all other municipal officers and employees." Ibid.
Plaintiff Cooper is the Borough's Deputy Clerk; plaintiff Dannenfelser is the Borough's Fire Chief; plaintiff Leary is the Borough's Construction Official; plaintiff Tursi is the Borough's Tax Collector; and plaintiff Young is the Borough's Clerk. The record establishes that the Borough "adopted" a Policy and Procedure Manual (Manual) in the 1970's. There is no evidence that it was adopted by ordinance or as a result of collective bargaining under the New Jersey Employer-Employee Relations Act. N.J.S.A. 34:13A-1 et seq. There is evidence, however, that from time to time parts of it were amended by resolution. The parties have not included the entire Manual in the record, but the record does contain its table of contents. The Manual deals with recruitment; appointment; discipline and termination; classification and compensation, such as pay periods, hours of work, overtime and shift differentials; benefits; leaves; and work rules.
Section 1.0 of the Manual is entitled "General Personnel Policies." Section 1.4 defines "Department Heads." All plaintiffs qualify as "Department Heads." Section 1.4 then contains the clause in question:
Department Heads will receive all benefits no less than any contracted or non-contracted employee with the exception of overtime.
The Borough's 1994 salary ordinance gave plaintiffs a 2% salary increase, though the Chief of Police, the Captain of Police, and all members of the police department received 6% increases. Plaintiffs contend that the Manual is an enforceable contract, under Woolley v. Hoffman-LaRoche, Inc., 99 N.J. 284, 491 A.2d 1257, modified on other grounds, 101 N.J. 10, 499 A.2d 515(1985), which the salary ordinance breached.
The trial court held that Woolley applied to public sector employment and, therefore, the Manual was a binding contract. The court, however, determined that the clause in question was not ambiguous and the phrase "all benefits" did not include salary. The court noted that the Manual distinguished between "compensation" and "benefits," limiting the latter to health and pensions.
We do not agree that the clause is unambiguous. It is inartfully drawn and lacks clarity. Although it uses the word "benefits," it contains an exception for overtime which is an element of the Manual's section on compensation. Moreover, there was testimony that historically the Borough construed "benefits" to include ...