United States: Recent News Out Of The University Of Illinois Reinforces The Importance Of The Details In Employment Offer Letters And Contracts

Last Updated: September 17 2014
Article by Jeb E. B. Gerth

Last month, the University of Illinois at Urbana-Champaign drew media attention over the decision by its chancellor to revoke a written offer of a tenured professorship to Steven G. Salaita. Salaita, a Palestinian-American who is a scholar in American Indian studies, had recently come under fire for posting rather provocative tweets, characterized as uncivil by some, that were critical of Israel in its recent conflict in Gaza. The decision to revoke Salaita's job offer appears to have resulted from his tweets, the controversy surrounding them, or both. The issues of academic freedom that Salaita's situation raises have kept this story on the front pages of many higher education publications, and the debate that has ensued over the boundary between protecting academic freedom and curbing perceived "hate speech" continues. Public institutions like the University of Illinois have additional concerns to balance since any perceived censorship of views raises First Amendment issues. The University of Illinois continues to deal with backlash from Salaita's revoked job offer in the form of professors from other institutions who have boycotted planned speeches and other engagements in response.

In addition to the philosophical issues of academic freedom and free speech, the revocation of the University of Illinois' offer of a tenured professorship raises practical issues as well. The University of Illinois was able to revoke its written employment offer to Salaita even after he had accepted it because the offer was expressly contingent on approval by the university's board of trustees. Had there been no such contingency and had the parties entered into a binding employment contract, the university's options would have been contractually circumscribed.

As Tennessee institutions look to attract new faculty, engage new administrators, or simply hire at-will employees, the recent events at the University of Illinois present a good opportunity to review issues that can arise under Tennessee law when new employment relationships are formed.

1. Offer letters can inadvertently become binding contracts.

Many employers prefer to make written job offers that include the material terms of the offer, and to have the employee's "acceptance" memorialized in the form of the employee's signature at the bottom of the offer letter. Does this create a contract? It very well may. A contract requires an offer, an acceptance of that offer, and something of value exchanged between the parties, and if an offer letter contains those elements, it may be a binding contract. This possibility raises a host of concerns. One potential concern is what constitutes sufficient "cause" to terminate the contract, since most offer letters don't say anything about the circumstances in which either party can terminate the agreement. Another potential concern is the length, or "term," of the agreement. Tennessee courts generally apply the rule that the intended term of an employment agreement can be determined by how the employee's wages are expressed -- an offer of an annual salary indicates an intended term of a year.

If your institution issues written job offers and asks applicants to sign and return them, consider incorporating express language stating that the offer letter is not a contract, and the institution reserves the right to revise its offer at any time as business needs require.

2. Employment contracts should anticipate foreseeable issues and provide clear remedies should an issue need to be addressed.

A well-drafted contract sets out the rights and responsibilities of the parties, and in the employment context, gives the parties a road map for resolving any conflict that arises between an employer and employee. For non-tenured faculty, in what circumstances might the institution believe it prudent to be able to terminate a faculty member? The ease of doing so, in circumstances that are likely to be uncomfortable already, will depend heavily on how clear the contract is on the right to terminate. Different institutions with different pedagogical missions may strike the balance between academic freedom and institutional values differently. For example, religiously-affiliated institutions may ask faculty to represent the institution's religious values to both students and the public. Expectations like this should be contemplated in the contract to provide a contractual basis to address any disagreement as to whether statements or conduct are in keeping with those expectations.

3. There are exceptions to the "at will" employment doctrine.

In the absence of a binding employment contract, employment in Tennessee is "at-will," meaning that non-contractual offers of employment can be rescinded, and the employment relationship can be ended by either party even after the employee begins working. There are, however, exceptions to the at-will doctrine that impact job offers.

Tennessee has a statute prohibiting "false or deceptive" representations made by an employer to induce an employee to move to take a job, meaning that employees who believe they were misled about the job they were offered have a legal hook to express their frustration. See Tenn. Code. Ann. § 50-1-102. Tennessee courts also recognize a common law claim for "promissory estoppel" that arises when an applicant is promised a job and the offer is rescinded after the applicant relied on the promise to his or her detriment. Claims like this often arise when an applicant is offered a job and resigns from his or her prior position, only to learn that the job offer has been taken off the table.

Recognizing that institutional needs sometimes change, necessitating revisiting hiring decisions, job offers should clearly express any "caveats" to the offer, should reserve the institution's right to revise the terms of the offer as business needs change, and should clearly state that the offer does not alter the employee's at-will status (for at-will employees), or for contractual employees, should state that the institution reserves the right to revise its offer until the parties execute a formal employment contract. When a formal employment contract is drafted, the agreement should provide the institution with the tools to take those actions necessary to fulfill the institution's business and pedagogical goals.

If you have additional questions about faculty contracts, employment contracts for other positions, or written job offers, please contact the author or any member of Waller.

For further information visit Waller

The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.

To print this article, all you need is to be registered on Mondaq.com.

Click to Login as an existing user or Register so you can print this article.

In association with
Related Topics
Related Articles
Related Video
Up-coming Events Search
Font Size:
Mondaq on Twitter
Register for Access and our Free Biweekly Alert for
This service is completely free. Access 250,000 archived articles from 100+ countries and get a personalised email twice a week covering developments (and yes, our lawyers like to think you’ve read our Disclaimer).
Email Address
Company Name
Confirm Password
Mondaq Topics -- Select your Interests
 Law Performance
 Law Practice
 Media & IT
 Real Estate
 Wealth Mgt
Asia Pacific
European Union
Latin America
Middle East
United States
Worldwide Updates
Registration (you must scroll down to set your data preferences)

Mondaq Ltd requires you to register and provide information that personally identifies you, including your content preferences, for three primary purposes (full details of Mondaq’s use of your personal data can be found in our Privacy and Cookies Notice):

  • To allow you to personalize the Mondaq websites you are visiting to show content ("Content") relevant to your interests.
  • To enable features such as password reminder, news alerts, email a colleague, and linking from Mondaq (and its affiliate sites) to your website.
  • To produce demographic feedback for our content providers ("Contributors") who contribute Content for free for your use.

Mondaq hopes that our registered users will support us in maintaining our free to view business model by consenting to our use of your personal data as described below.

Mondaq has a "free to view" business model. Our services are paid for by Contributors in exchange for Mondaq providing them with access to information about who accesses their content. Once personal data is transferred to our Contributors they become a data controller of this personal data. They use it to measure the response that their articles are receiving, as a form of market research. They may also use it to provide Mondaq users with information about their products and services.

Details of each Contributor to which your personal data will be transferred is clearly stated within the Content that you access. For full details of how this Contributor will use your personal data, you should review the Contributor’s own Privacy Notice.

Please indicate your preference below:

Yes, I am happy to support Mondaq in maintaining its free to view business model by agreeing to allow Mondaq to share my personal data with Contributors whose Content I access
No, I do not want Mondaq to share my personal data with Contributors

Also please let us know whether you are happy to receive communications promoting products and services offered by Mondaq:

Yes, I am happy to received promotional communications from Mondaq
No, please do not send me promotional communications from Mondaq
Terms & Conditions

Mondaq.com (the Website) is owned and managed by Mondaq Ltd (Mondaq). Mondaq grants you a non-exclusive, revocable licence to access the Website and associated services, such as the Mondaq News Alerts (Services), subject to and in consideration of your compliance with the following terms and conditions of use (Terms). Your use of the Website and/or Services constitutes your agreement to the Terms. Mondaq may terminate your use of the Website and Services if you are in breach of these Terms or if Mondaq decides to terminate the licence granted hereunder for any reason whatsoever.

Use of www.mondaq.com

To Use Mondaq.com you must be: eighteen (18) years old or over; legally capable of entering into binding contracts; and not in any way prohibited by the applicable law to enter into these Terms in the jurisdiction which you are currently located.

You may use the Website as an unregistered user, however, you are required to register as a user if you wish to read the full text of the Content or to receive the Services.

You may not modify, publish, transmit, transfer or sell, reproduce, create derivative works from, distribute, perform, link, display, or in any way exploit any of the Content, in whole or in part, except as expressly permitted in these Terms or with the prior written consent of Mondaq. You may not use electronic or other means to extract details or information from the Content. Nor shall you extract information about users or Contributors in order to offer them any services or products.

In your use of the Website and/or Services you shall: comply with all applicable laws, regulations, directives and legislations which apply to your Use of the Website and/or Services in whatever country you are physically located including without limitation any and all consumer law, export control laws and regulations; provide to us true, correct and accurate information and promptly inform us in the event that any information that you have provided to us changes or becomes inaccurate; notify Mondaq immediately of any circumstances where you have reason to believe that any Intellectual Property Rights or any other rights of any third party may have been infringed; co-operate with reasonable security or other checks or requests for information made by Mondaq from time to time; and at all times be fully liable for the breach of any of these Terms by a third party using your login details to access the Website and/or Services

however, you shall not: do anything likely to impair, interfere with or damage or cause harm or distress to any persons, or the network; do anything that will infringe any Intellectual Property Rights or other rights of Mondaq or any third party; or use the Website, Services and/or Content otherwise than in accordance with these Terms; use any trade marks or service marks of Mondaq or the Contributors, or do anything which may be seen to take unfair advantage of the reputation and goodwill of Mondaq or the Contributors, or the Website, Services and/or Content.

Mondaq reserves the right, in its sole discretion, to take any action that it deems necessary and appropriate in the event it considers that there is a breach or threatened breach of the Terms.

Mondaq’s Rights and Obligations

Unless otherwise expressly set out to the contrary, nothing in these Terms shall serve to transfer from Mondaq to you, any Intellectual Property Rights owned by and/or licensed to Mondaq and all rights, title and interest in and to such Intellectual Property Rights will remain exclusively with Mondaq and/or its licensors.

Mondaq shall use its reasonable endeavours to make the Website and Services available to you at all times, but we cannot guarantee an uninterrupted and fault free service.

Mondaq reserves the right to make changes to the services and/or the Website or part thereof, from time to time, and we may add, remove, modify and/or vary any elements of features and functionalities of the Website or the services.

Mondaq also reserves the right from time to time to monitor your Use of the Website and/or services.


The Content is general information only. It is not intended to constitute legal advice or seek to be the complete and comprehensive statement of the law, nor is it intended to address your specific requirements or provide advice on which reliance should be placed. Mondaq and/or its Contributors and other suppliers make no representations about the suitability of the information contained in the Content for any purpose. All Content provided "as is" without warranty of any kind. Mondaq and/or its Contributors and other suppliers hereby exclude and disclaim all representations, warranties or guarantees with regard to the Content, including all implied warranties and conditions of merchantability, fitness for a particular purpose, title and non-infringement. To the maximum extent permitted by law, Mondaq expressly excludes all representations, warranties, obligations, and liabilities arising out of or in connection with all Content. In no event shall Mondaq and/or its respective suppliers be liable for any special, indirect or consequential damages or any damages whatsoever resulting from loss of use, data or profits, whether in an action of contract, negligence or other tortious action, arising out of or in connection with the use of the Content or performance of Mondaq’s Services.


Mondaq may alter or amend these Terms by amending them on the Website. By continuing to Use the Services and/or the Website after such amendment, you will be deemed to have accepted any amendment to these Terms.

These Terms shall be governed by and construed in accordance with the laws of England and Wales and you irrevocably submit to the exclusive jurisdiction of the courts of England and Wales to settle any dispute which may arise out of or in connection with these Terms. If you live outside the United Kingdom, English law shall apply only to the extent that English law shall not deprive you of any legal protection accorded in accordance with the law of the place where you are habitually resident ("Local Law"). In the event English law deprives you of any legal protection which is accorded to you under Local Law, then these terms shall be governed by Local Law and any dispute or claim arising out of or in connection with these Terms shall be subject to the non-exclusive jurisdiction of the courts where you are habitually resident.

You may print and keep a copy of these Terms, which form the entire agreement between you and Mondaq and supersede any other communications or advertising in respect of the Service and/or the Website.

No delay in exercising or non-exercise by you and/or Mondaq of any of its rights under or in connection with these Terms shall operate as a waiver or release of each of your or Mondaq’s right. Rather, any such waiver or release must be specifically granted in writing signed by the party granting it.

If any part of these Terms is held unenforceable, that part shall be enforced to the maximum extent permissible so as to give effect to the intent of the parties, and the Terms shall continue in full force and effect.

Mondaq shall not incur any liability to you on account of any loss or damage resulting from any delay or failure to perform all or any part of these Terms if such delay or failure is caused, in whole or in part, by events, occurrences, or causes beyond the control of Mondaq. Such events, occurrences or causes will include, without limitation, acts of God, strikes, lockouts, server and network failure, riots, acts of war, earthquakes, fire and explosions.

By clicking Register you state you have read and agree to our Terms and Conditions