Dario Navarro

S.K. Grand Sathorn Apartments, Apt. 310, 203 Soi Sribumphen

Toongmahamek, Sathorn, Bangkok, Thailand 10120
Mobile: +66-(0)9-1998-0502

E-Mail: navdar@gmail.com

Via Email: 28 October 2014

Dr. Elizabeth (Beth) J. Stroble

President
Webster University
470 East Lockwood Avenue
St. Louis, MO 63119
USA

Dr. Julian Z. Schuster

Mrs. Nisha Ray Chaudhuri

Academic Director
Webster University Thailand Campus
Empire Tower, 4th Floor, Retail Wing
195 South Sathorn Rd., Yannawa
Sathorn, Bangkok 10120
Thailand

Mr. Roy R. Avecilla

Re:

Provost, Senior Vice President and Chief Operating Officer

Dr. Grant Chapman

Associate Vice President for Academic Affairs and Director

of International Programs

Webster University
St. Louis, MO 63119 USA
Assistant Professor and Interim Head

School of Business and Technology

Webster University Thailand Campus
Empire Tower, 4th Floor, Retail Wing
195 South Sathorn Rd., Yannawa
Sathorn, Bangkok 10120, Thailand

Reply to Email from Dr. Grant Chapman, Dated 28 October 2014, Deferring to Webster
University (Thailand) (WUT) for Resolution of Dispute

To Drs. Stroble, Schuster, Chapman, Mrs. Chaudhuri and Mr. Avecilla:

This letter is in reply to the email captioned, WUT Employment Concerns and WUT General
Concerns, from Dr. Grant Chapman, 28 October 2014, recommending that I work with Webster
University Thailand Administration for local Thailand resolution as the WUT employee policies and
procedures should guide any process including appeals and concerns.
While I appreciate the measured and reasonable tone of Dr. Chapmans reply and what I hope is the
good faith motivating it, I must, with greatest respect, point out that suggesting that I work with the local
WUT administrators to resolve my employment dispute without any proactive intervention from
Webster University in St. Louis (WUSL) is not a practical option likely to produce any solution
whatsoever. You are, in effect, asking me to deal with and submit myself to the authority of the very
same WUT officials who are all (1) deeply personally embroiled in this dispute after having been
previously reported by me for their managerial negligence and (2) demonstrably committed to harassing
me and retaliating against me as a result of my contact with Mr. Craig Mundle, the Director of Internal
Audit at WULS. Furthermore, given the level of overt self-dealing, cronyism, racial discrimination and
utter disregard and apparent ignorance of the very WUT employee policies and procedures you
suggest might serve as a guide in this dispute, there is virtually no possibility that I could expect or
receive a fair consideration of my claims by any senior WUT administrator. Such a local internal
administrative remedy is, therefore, obviously futile and effective.
Also, I hasten to point out that I have not yet received the following local WUT administrative policies
and procedures: (1) the WUT Employment Policies and Procedures 2011 mentioned in the third
paragraph of my putative employment contract, (2) Ministerial Regulation 2006, whatever that is, and
also mentioned in the third paragraph of my putative contract and (3) the WUT Rules and Regulations
handbook, which is cursorily referenced in a document that was emailed to me on 26 August 2014, 20

Drs. Stroble, Schuster, Chapman, Mrs. Chaudhuri and Mr. Avecilla

Webster University Thailand
28 October 2014
Page 2

days after I signed the putative employment contract and after classes had started, that was referred to as
the Faculty Handbook 2013 Version.
I have repeatedly informed WUT and WUSL administrators in my 19 October 2014 challenge and
appeal of the 16 October 2014 warning letter and my lengthy 25 October 2014 53-page substantive reply
to the warning letter that I have never even been given any of the three crucial documents specified in
the preceding paragraph. I have repeatedly requested copies of all those documents and have yet to
receive any reply whatsoever to those requests from the local WUT administrators.
This raises an obvious practical difficulty in following your suggestion that I rely upon as the WUT
employee policies and procedures to guide any process including appeals and concerns because I
have never even been given a copy of these three crucial documents even after three months of being an
employee at WUT and having made several formal requests for them even after I have invoked an
administrative appeals process the rules of which are entirely unknown to me.
This complete lack of response from WUT administrators is typical as their preferred tactic is to
stonewall complainants in the hope that by ignoring them the problem will just go away. I am
committed to fighting local WUT administrators for as long as it takes me to obtain satisfaction of my
demands, beginning with the prompt payment his Friday, 31 November 2014, of 146,100 baht
(about US$4,500) by interbank transfer.
Finally, again, sincerely meaning no disrespect, I do not understand your reference to the University
wide policies of WUSL after referring me earlier in your email to the local WUT employee policies
and procedures as a guide. Since you very kindly said you would be happy to answer any questions or
concerns I might have about such University wide policies as found at the Internet link you provided,
I would like to ask you the following very pressing questions about that very subject:
(1)

Which set of policies and procedures govern my employment dispute with WUT? WUTs
policies and procedures or WUSLs policies and procedures?

(2)

If the answer is WUTs policies and procedures, then what is the relevance of consulting
University wide policies?

(3)

Do the University wide policies preempt a WUT rule, policy or procedure that is inconsistent
with them? In other words, technically speaking, are the University wide policies lexically prior
to the local WUT policies and procedures such that the WUT policies and procedures must, as an
internal matter, strictly conform to the University wide policies or else be considered null and
void?

(4)

What is the legal relationship between WULS and WUT? Is WUT a wholly owned subsidiary? Is
the legal authority of WULS to manage WUT legally vitiated by the requirement under Thai law
that local university management authority must be vested in a local WUT board of directors the
composition of which is effectively determined by regulations of the Thai Ministry of Education?

Drs. Stroble, Schuster, Chapman, Mrs. Chaudhuri and Mr. Avecilla

Webster University Thailand
28 October 2014
Page 3

(5)

Does WULS have effective hire and fire authority over WUT administrators, including the
Rector, the Academic Head, the Department Heads and other senior administrators?

Given the many reports you and your fellow WUSL administrators have been receiving for so long
concerning the shocking misconduct and managerial failings of WUT administrators, I am, frankly, at a
loss to understand why WUSL and your colleagues have not been much more proactive in investigating
the reports you have received and taking corrective action, especially in my case where it is obvious any
further administrative review by the personally embroiled WUT administrators would not only be futile
but expose me to personal harassment and even a serious risk of physical harm, given their documented
history of making death threats to recalcitrant complainants. Such passivity in the face of a situation
that has obviously careened out of control only invites worse catastrophes. I, therefore, respectfully
urge you to reconsider your position.
Finally, I must admit that there is another major problem with using WUT employee policies
and procedures as a guide: many of these policies blatantly violate Thai labor law. In particular,
the deferred compensation policy, which has never been provided to me, has been invoked by WUT
administrators to justify (1) the unilateral determination to defer compensation paid to me until the end
of the semester without my consent and (2) in an amount unilaterally determined by WUT
administrators also without my consent. This WUT policy clearly violates Section 70 of the Thailand
Labor Protection Act of 1998 (TLPA), which requires [a]n employer shall pay wages . . . correctly . . .
not less than once a month . . . . (Emphasis added.) This rule applies unless the parties agree to
another payment schedule on the strict condition that the alternative payment schedule is in the best
interests of the employee. Thus, this particular local WUT policy is not a useful guide to the
resolution of my claims against WUT because it is patently illegal.
Furthermore, given that it is my legal position in this dispute that no contract was actually formed
between WUT and myself under Section 366 of the Thailand Civil and Commercial Code (TCCC)
because the parties have not agreed upon all points of a contract upon which, according to the
declaration of even one party, agreement is essential, the contract is, in case of doubt, not concluded. In
my earlier 25 October 2014 submission, I have already declared pursuant to TCCC Section 366 that the
one-page putative contract has not been properly formed due to the absence of essential terms, and is,
therefore, not legally binding for the following specific reasons:
(1)

Two Crucial Documents Never Provided. WUT, the party responsible for
drafting the putative contract, never provided respondent with any of the following
essential documents referenced in the crucial third paragraph of the putative
contract:
(a)
(b)

the WUT Employment Policies and Procedures 2011

Ministerial Regulation 2006

Since respondent was never provided with these documents and has no actual
notice of their contents, they cannot be lawfully deemed a part of the putative
contract under TCCC Section 366 and, since they are clearly essential to
respondents informed acceptance of the terms, no contract was formed.

Drs. Stroble, Schuster, Chapman, Mrs. Chaudhuri and Mr. Avecilla

Webster University Thailand
28 October 2014
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1.

(2)

Most Important Document Provided 20 Days After Signing. WUT, the party
responsible for drafting the putative contract, failed to provide respondent with
Faculty and Teaching Policy Handbook 2004 or any subsequently issued revision
of said Handbook, as referenced in the crucial third paragraph of the putative
contract, before or at the time of the respondents execution of the putative contract
on 6 August 2014. Only 20 days after the putative contract was signed, did WUT
provide respondent with a copy of a document variously described as the Faculty
Handbook 2013 Version and the Faculty Manual (2013 version) without ever
expressly identifying this document as the superseding revision of the Faculty and
Teaching Policy Handbook 2004 referenced in the putative contract. Since
respondent was not provided with this 2013 document until 20 days after the
contract was signed and had no actual notice of its contents when he signed the
putative contract, it cannot be lawfully deemed a part of the putative contract under
TCCC Section 366 and, since it is clearly essential to respondents informed
acceptance of the terms, no contract was formed.

(3)

No Incorporation by Reference. The crucial third paragraph, which consists of a

single highly ambiguous sentence fragment, lacks any language incorporating by
reference any of the three crucial documents and, so, none of them could have been
deemed an integral part of the contract even if they had been provided to
respondent on the date of execution, which they were not. While knowledge of
some laws may, under certain circumstances, be imputed to parties, because they
are a matter of official public record, knowledge of private policies and procedures
may not be imputed to a party unless actual notice is given by physical delivery of
a document embodying such private policies and procedures. Respondent cannot
be held to contractual provisions of which he had no actual notice and which were
entirely unknown to him at the time he signed the putative contract, so no contract
was formed.

(4)

No Mention of Deferred Compensation or Payment for Extra Work. The

putative contract lacks any reference whatsoever to any right on the part of WUT to
defer the payment of compensation to the end of the semester and contains no
provision whatsoever specifying any rate or amount of compensation for additional
work required outside the scope of the putative contract. First, respondent never
agreed to any deferred compensation arrangement and expected to be paid monthly
for services rendered the previous month. Respondent never agreed to deferred
compensation, which is inherently unfair and offensive. Second, under Section 70
of the Thailand Labor Protection Act of 1998 (TLPA), [a]n employer shall pay
wages . . . correctly . . . not less than once a month . . . .1 (Emphasis added.) This
rule applies unless the parties agree to another payment schedule on the strict
condition that the alternative payment schedule is in the best interests of the
employee. Thus, no contract existed with respect to any deferred payment
arrangement because it was never approved by respondent and, even if he had, such
consent would not be valid because the deferred compensation here violates TLPA
Section 70. Neither is there any mention of the rate or amount of compensation for
additional classes assigned. Under TCCC Section 366, no contract was formed.

The Thailand Labor Protection Act of 1998 is available online at http://thailaws.com/law/t_laws/tlaw0132a.pdf.

Drs. Stroble, Schuster, Chapman, Mrs. Chaudhuri and Mr. Avecilla

Webster University Thailand
28 October 2014
Page 5

(5)

Inherent Indeterminacy of Putative Contract Terms. The terms of the putative

employment contract are in perpetual flux and lack any fixity whatsoever if the
sentence fragment that constitutes the third paragraph of the putative contract is
read as if it were actually coherently written and the apparent intended meaning
ascribed to it. That third paragraph seems to state that WUT is attempting to
legally bind respondent to any subsequent revisions in the Faculty and Training
Policy Handbook 2004 and WUT Policies and Procedures 2011 or any
subsequent notifications issued by WUT without any limitation whatsoever.
Such a provision appears to give WUT the right to change every term of the
putative contract at will merely by issuing a new handbook, a new set of policies
and procedures or even a mere administrative notification. In short, the putative
contract lacks any fixed terms whatsoever because the CONDITIONS AND
BENEFITS OF EMPLOMENT, as the rubric for the third paragraph reads, may
be unilaterally changed at any time in the sole discretion of WUT and regardless of
respondents consent. Since the putative contract lack any fixed content and are
inherently indeterminate, under TCCC Section 366 there has been a failure of
agreement on all the terms of the putative contract and, so, the putative contract
was never formed and is not even a contract at all because under the terms of the
third paragraph the putative contract would bind only respondent and never bind
WUT, which is free to change any term at will by merely issuing an administrative
notification.

(6)

No Terms Concerning Courses to be Taught in Each Semester. Finally, the

putative contract apparently specifies only that a total 7 courses constitute the
REQUIRED TEACHING for the entire two-semester term of the contract from 1
August 2014 to 31 May 2015 in the unannotated, unexplained table in the second
paragraph of the putative contract. No course names or numbers are mentioned;
no allocation of the number of courses to be taught each semester is specified.
Furthermore, there is an indecipherable cryptic reference to Teaching overload
which apparently is a course load situation compensable in the amount Baht
81,000 per undergraduate course. This bizarre entry in the table is never
explained in the putative contract and apparently can only be decrypted with the
assistance of a key embodied in one of the missing WUT documents referenced in
the sentence fragment that constitutes the third paragraph of the putative contract.
Clearly, essential terms, descriptions and explanations concerning the courses
respondent was obligated to teach and how they were to be allocated over a twosemester putative contract term are utterly lacking. Thus, under TCCC Section
366, no contract was formed.

I replicate my arguments above to underscore the point that I do not accept the validity of the putative
employment contract that was inflicted upon me and, therefore, am not subject to the arbitrary and
capricious administration of WUT policies and procedures by biased and personally embroiled WUT
administrators.
I, therefore, implore you and your colleagues at WUSL to end your passive toleration of WUT
administrative abuses and please intervene in this case to secure a sensible, expeditious resolution
to the dispute in the best interests of WUT, WUSL and the affected students of WUT because if

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Webster University Thailand
28 October 2014
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this dispute is left in the hands of biased, personally embroiled WUT administrators, it is almost
guaranteed to end up in protracted litigation at vastly greater cost to WUT and WUSL than my
modest settlement request. Please get involved. Please do not defer to WUT administrators.
Please reconsider the position you have taken in your last email in light of the arguments I have
presented in this letter.
For your future reference, in case you and your colleagues do decide to assume a more active role in my
case, if for no other reason that it deeply affects the reputation and future of both WUT and WUSL, I
would like to underscore that my primary demand of payment in the sum of 146,100 baht (about
US$4,500) on 31 November 2014 must be met by WUT administrators to avoid even greater
damages to me than have already occurred. The longer WUT delays and stonewalls me, the
greater my damage claim will become and the more difficult it will be to reach an out-of-court
settlement. If payment is not made in the reasonable amount I have requested in light of all I have
had to endure at WUT, I will reluctantly be forced to robustly pursue every available civil remedy
to the fullest extent allowed by law.
While I understand that you are new to my case and I understand that located in another country on the
other side of the world it may be hard for you to grasp the complexities of the situation here, but I can
assure you based on my personal experience with local WUT administrators you and your colleagues
need to take an active role in resolving this dispute to avoid escalating liability exposure and legal risk.
Please note that I have appended a copy of your 28 October 2014 email reply to this letter and labeled it
Appendix A for your ease of reference. I have also attached for your convenience as Appendix B
another copy of my one-page 6 August 2014 putative employment contract.
Thank you for your kind consideration. I look forward to your reply.
Sincerely,

Dario Navarro
Former WUT Lecturer
cc: Craig Mundle, craigmundle85@webster.edu
Webster University Campus Review Team, campusreview@webster.edu;
Dr. Ratish Thakur, thakurr@webster.ac.th

Drs. Stroble, Schuster, Chapman, Mrs. Chaudhuri and Mr. Avecilla

Webster University Thailand
28 October 2014
Page 7

APPENDIX A
28 October 2014 Email Reply from Dr. Grant Chapman to Dario Navarro

APPENDIX B