CENT. WYO. MED. LAB. v. MED. TESTING LAB

• Citation: 2002 WY 47,43 P.3d 121
• Decision Date: 28 March 2002
• Docket Number: No. 01-126.,01-126.
• Parties: CENTRAL WYOMING MEDICAL LABORATORY, LLC, a Wyoming limited liability company, Appellant (Plaintiff), v. MEDICAL TESTING LAB, INC., a Wyoming corporation, Barbara Allen, Kathy Allison, Genelle Bonnel, Marianne Henley, Karen Koenekamp, Nancy Neubert, Heidi Palmer, Valerie Sprecher, Nancy Stewart, Linda Stribling, Ronald Stinson and Anita Stinson, Appellees (Defendants).
• Court: Wyoming Supreme Court

43 P.3d 121

2002 WY 47

CENTRAL WYOMING MEDICAL LABORATORY, LLC, a Wyoming limited liability company, Appellant (Plaintiff), v. MEDICAL TESTING LAB, INC., a Wyoming corporation, Barbara Allen, Kathy Allison, Genelle Bonnel, Marianne Henley, Karen Koenekamp, Nancy Neubert, Heidi Palmer, Valerie Sprecher, Nancy Stewart, Linda Stribling, Ronald Stinson and Anita Stinson, Appellees (Defendants).

No. 01-126.

Supreme Court of Wyoming.

March 28, 2002.

Representing Appellant: James R. Bell and Kathleen Swanson of Murane & Bostwick, LLC, Casper, WY. Argument by Ms. Kathleen Swanson.

Representing Appellees Medical Testing Lab, Inc.; Allen; Allison-Wolter; Bonnel; Henley; Koenekamp; Neubert; Palmer; Sprecher; Stewart; and Stribling: W.W. Reeves of Reeves & Miller, Casper, WY. Argument by Mr. Reeves.

Representing Appellees Dr. Ronald Stinson and Dr. Anita Stinson: Judith Studer of Schwartz, Bon, Walker & Studer, LLC, Casper, WY. Argument by Ms. Studer.

Before LEHMAN, C.J., and GOLDEN, HILL, KITE, and VOIGT, JJ.

HILL, Justice.

[¶ 1] Appellant, Central Wyoming Medical Laboratory, Limited Liability Company (hereafter Med Lab), seeks review of an order of the district court granting summary judgment in favor of Appellees. The Appellees are Medical Testing Lab, Inc., (hereafter MTL), Ronald Stinson and Anita Stinson (hereafter Stinsons), and a group of individuals¹ who once served as employees for Med Lab, but who did, or now do, own an interest in or work for MTL (hereafter Employees). Med Lab sought damages from the Appellees because they caused it to be damaged when they conspired to interfere with the sale of Med Lab to Clinical Laboratories of Cheyenne (hereafter Dynacare²), to interfere with a contract between Med Lab and Wyoming Medical Center (hereafter WMC), to interfere with Med Lab's contractual relations with its customers, clients, and WMC, as well as other claims sounding in fraud, tortious interference with business and economics rights, violation of a covenant not to compete, and civil conspiracy. In addition, Med Lab sought punitive damages from Appellees. After the submission of briefs and a hearing on the Appellees' motions for summary judgment, the district court determined that Med Lab had assigned all of its interest in these claims to Dynacare and, therefore, Appellees were entitled to judgment as a matter of law.

[¶ 2] We will reverse the order granting summary judgment and remand to the district court for further proceedings consistent with this opinion.

ISSUE

[¶ 3] Med Lab phrases the issue presented for review this way:

Whether the trial court erred in finding that there was no genuine issue of material fact that Appellant transferred all of its claims alleged against the Appellees to third parties as part of its asset purchase agreement.

MTL and the Employees contend this is the issue:

Whether the trial court correctly determined that the contract for the sale of Appellant's business unambiguously conveyed to the purchaser of the business the claims sued on, so that Appellees were entitled to judgment as a matter of law.

The Stinsons advance these proposed issues:

1. Did the trial court correctly rule that [Med Lab] transferred all claims asserted in this action pursuant to an asset purchase agreement?

A. Does explanatory language as to what is included as assets limit the sale of all assets?

B. Should a specific list of excluded assets be read expansively in order to restrict the assets sold?

C. Can parol evidence be used to show intent contrary to the unambiguous language of the agreement?

2. Whether there exist sufficient allegations and/or evidence of fraud and constructive fraud to sustain such claims.

3. Does [Med Lab] have any basis to support its alleged civil conspiracy claim?

FACTS

[¶ 4] The facts we set out are the facts alleged by Med Lab in its complaint. For purposes of disposition of this case, the following factual contentions are assumed to be true. Med Lab was a medical testing laboratory providing services to the medical community in Casper. It was owned by Edward D. Hobart, Jr. (Hobart). Hobart is a pathologist who practiced in the Casper area. MTL is also a medical testing laboratory, which eventually competed with Med Lab in the Casper area. All of the Employees were once employed by Med Lab, but now are owners and/or employees of MTL. The Stinsons are husband and wife and both are pathologists who have an ownership interest in Central Wyoming Pathology, Inc. (hereafter CWP). The Stinsons direct the daily operations of CWP. Med Lab alleged that the Stinsons have or had an ownership interest, monetary interest, or monetary stake in MTL.

[¶ 5] On April 24, 1993, Ronald Stinson signed an employment agreement with Med Lab, which included a provision that he would not compete within Natrona County for a period of three years from the effective date of the termination of his employment with Med Lab. Ronald Stinson terminated that employment agreement on September 5, 1997. On May 25, 1994, Anita Stinson entered into an employment agreement with Med Lab, which included a provision that she would not compete within Natrona County for a period of three years from the effective date of the termination of her employment with Med Lab. Anita Stinson terminated that employment agreement on March 31, 1998. [¶ 6] In early 1998, Hobart began negotiating with the Employees to sell them Med Lab. In conjunction with the negotiations, Hobart provided confidential financial information concerning Med Lab and afforded them an exclusive negotiating period to buy Med Lab. Thereafter, Hobart heard nothing from the Employees about the proposed sale. During this same time period, Hobart alleged that one or more of the Employees began spreading rumors that Med Lab was going to be sold to a nationally known company and that Med Lab employees would lose their jobs. One or more Employees also spread rumors that Med Lab was in financial trouble.

[¶ 7] Also during this same time period, Hobart entered into negotiations with the Stinsons to sell them his interest in CWP. At this same time, CWP entered into negotiations with WMC to extend the exclusive pathology services contract between those two entities. Also at this same time, and as a part of the same transaction, Med Lab and WMC began negotiations for Med Lab to provide specified laboratory services for patients of WMC. Hobart's sale of his interest in CWP was conditioned on the approval of these two agreements. There was yet another aspect to this maze of contracts, and that was that Med Lab agreed to pay CWP a fixed sum (based on a historical average) for the performance of cytology reviews. Hobart claims that he would not have entered into this agreement if he had known that there was a conspiracy afoot to render that agreement very detrimental to Med Lab's interests.

[¶ 8] Hobart also contends that the Stinsons and the Employees entered into a plan to form a laboratory to compete against Med Lab and that the Stinsons knew this would affect the volume of cytology work CWP would perform for Med Lab (thus, rendering the fixed monthly payment Med Lab would pay to CWP very uneconomic). It is alleged that the Employees spread rumors of Med Lab being in financial trouble and being in imminent danger of ceasing business. The Employees did this knowing that information to be false, as well as with a purpose of damaging Med Lab's business and luring away its customers and employees. Med Lab's complaint also contains this allegation:

15. During this same time frame, the Stinsons purposely delayed finalization of the purchase agreement between them and Hobart to allow time for the [Employees] to form their competing laboratory business. The purpose of the delay was to ensure that the competing laboratory business was in place and fully competing at approximately the same [time] the purchase agreement with Hobart and the agreement with Med Lab concerning cytology services was finalized. The Stinsons knew that once the competing lab was in place the volume of cytology work would decrease, thereby putting a financial burden on Med Lab to meet its monthly $6,000 payment obligation. It was the Stinsons' plan, along with the [Employees], to divert cytology work which Med Lab historically had obtained from customers and clients to the new lab and to the detriment of Med Lab.

[¶ 9] Med Lab further alleges that during April, May, and June of 1998, the Employees and the Stinsons began soliciting Med Lab's customers and clients to use the new competing laboratory. Other aspects of this scheme included that the new laboratory decided to have someone other than one of the Stinsons serve as its medical director so that Hobart would not learn of their involvement in the new lab. In late May, plans for the new lab were well under way, articles of incorporation were filed, property for the lab site was leased, and termination packets were obtained for the Employees. One of the Employees, Barbara Allen, was the business manager of Med Lab and held a position of trust, and it was she that was making many of the above-described arrangements. The Employees intended to terminate their employment in as close proximity to one another as possible so as to disrupt Med Lab's business, or at least give MTL an advantage. Many of the Employees were medical technicians, without whom Med Lab could not conduct business. On June 1, 1998, Hobart met with the Employees about these matters, but all assured him they were loyal to Med Lab. On June 5, 1998, Employee Stewart was fired because Hobart found, and she admitted, that she was soliciting Med Lab's customers for MTL. In addition, the proposed medical director for MTL was never so employed, and the medical director ultimately selected was a Daniel Sullivan, M.D., who worked for CWP and was under the supervision and control of the Stinsons. The Stinsons themselves have been and continue to be consultants to MTL....