Dario Navarro

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 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

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 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

Re: 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

S.K. Grand Sathorn Apartments, Apt. 310, 203 Soi Sribumphen Toongmahamek, Sathorn, Bangkok, Thailand 10120

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) the WUT Employment Policies and Procedures 2011 (b) 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 Page 4

(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.

1. 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 two-semester 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

Drs. Stroble, Schuster, Chapman, Mrs. Chaudhuri and Mr. Avecilla Webster University Thailand 28 October 2014 Page 6 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