Lavoie v. Safecare Health Service, Inc.

• Decision Date: 02 October 1992
• Docket Number: No. 90-140,90-140
• Citation: 840 P.2d 239
• Parties: Philip H. LAVOIE and Marilyn Lavoie, husband and wife, d/b/a Daisy Laundry, Appellants (Plaintiffs), v. SAFECARE HEALTH SERVICE, INC., a Washington Corporation, d/b/a Lander Valley Regional Medical Center, Appellee (Defendant).
• Court: Wyoming Supreme Court

Page 239

840 P.2d 239

Philip H. LAVOIE and Marilyn Lavoie, husband and wife, d/b/a Daisy Laundry, Appellants (Plaintiffs), v. SAFECARE HEALTH SERVICE, INC., a Washington Corporation, d/b/a Lander Valley Regional Medical Center, Appellee (Defendant).

No. 90-140.

Supreme Court of Wyoming.

Oct. 2, 1992.

Glenn E. Smith of Glenn E. Smith & Associates, Cheyenne, and John R. Vincent of Vincent & Vincent, Riverton, for appellants.

William M. McKellar and Peter K. Michael of Lathrop, Rutledge & Michael, P.C., Cheyenne, for appellee.

Before MACY, C.J., and THOMAS, CARDINE, URBIGKIT, ^* and GOLDEN, JJ.

GOLDEN, Justice.

Mr. and Mrs. Philip H. Lavoie d/b/a Daisy Laundry (Lavoies) sued Safecare Health Services, Inc. d/b/a Lander Valley Regional Medical Center and Pine Ridge Hospital (Safecare) for damages for Safecare's alleged breach of an oral contract under which Lavoies would clean Safecare's laundry for three years. In their complaint, Lavoies asserted claims of breach of contract, promissory estoppel, fraud, and breach of an implied covenant of good faith and fair dealing. The trial court granted summary judgment for Safecare and dismissed the complaint. This appeal presents a classic legal problem of contract formation.

Lavoies raise these issues: ¹

1. Did the district court err in adjudicating material facts in a summary judgment proceeding?

2. Did the district court err in determining there were not genuine issues of material fact in this case?

3. Did the district court err in holding that the appellant's breach of contract claim is barred by the statute of frauds?

4. Did the district court err in holding that the claim for promissory estoppel is barred by the statute of frauds?

5. Did the district court err in granting summary judgment on the Lavoies' fraud claim?

Safecare restates the issues in this way:

I. Whether the statute of frauds bars the Lavoies' claim for breach of contract

II. Whether the theory of promissory estoppel could circumvent the statute of frauds under circumstances established by Mr. Lavoie's own testimony III. Whether the Lavoies' fraud claim was barred because they expected a written contract

IV. Whether the Lavoies' fraud claim was barred by their inability to offer any clear and convincing evidence of intent to defraud

V. Whether an independent claim for bad faith can survive the dismissal of the underlying breach of contract claim in a case that does not involve an insurance policy

We affirm.

STANDARD OF REVIEW IN SUMMARY JUDGMENT

This court's standard of review of summary judgment is:

When a motion for summary judgment is before the supreme court, we have exactly the same duty as the district judge; and, if there is a complete record before us, we have exactly the same material as did he. We must follow the same standards. The propriety of granting a motion for summary judgment depends upon the correctness of a court's dual findings that there is no genuine issue as to any material fact and that the prevailing party is entitled to judgment as a matter of law. This court looks at the record from the viewpoint most favorable to the party opposing the motion, giving to him all favorable inferences to be drawn from the facts contained in affidavits, depositions and other proper material appearing in the record.

Roth v. First Sec. Bank of Rock Springs, 684 P.2d 93, 95 (1984) (quoting Reno Livestock Corp. v. Sun Oil Co. (Delaware), 638 P.2d 147, 150 (Wyo.1981)).

This court further said:

A summary judgment should only be granted where it is clear that there are no issues of material facts involved and that an inquiry into the facts is unnecessary to clarify the application of law. A material fact is one which has legal significance. It is a fact which would establish a defense. After the movant establishes a prima facie case the burden of proof shifts to the opposing party who must show a genuine issue of material fact, or come forward with competent evidence of specific facts countering the facts presented by the movant. The burden is then on the nonmoving party to show specific facts as opposed to general allegations. The material presented must be admissible evidence at trial. Conclusory statements are not admissible. We give the party defending the motion the benefit of any reasonable doubt. If the evidence is subject to conflicting interpretations or if reasonable minds might differ, summary judgment is improper.

Roth, 684 P.2d at 95 (citations omitted).

In a summary judgment context, we will not disturb the trial court's judgment if it is sustainable on any theory. DeWald v. State, 719 P.2d 643, 650-51 (Wyo.1986).

FACTS

In keeping with our standard of review, our statement of facts is drawn largely, if not exclusively, from Mr. Lavoie's deposition transcript and his subsequent affidavit, together with the various exhibits identified and discussed in his deposition.

Safecare supported its summary judgment motion with portions of the transcripts of the depositions of Mr. Lavoie and exhibits from his deposition; Mike Ockinga, Safecare's comptroller; and Don Pierson, Safecare's plant manager and head of maintenance. Lavoies countered with the entire transcript of Mr. Lavoie's deposition and exhibits; Mr. Lavoie's affidavit; and affidavits of Mike Kaker and Loretta Rickey, former Safecare employees.

In 1988, Safecare, whose hospitals are in Fremont County, was in the final year of a written three year laundry services contract with Steiner Corporation whose facility was in Casper. In casual conversation between Lavoie and David Elling, an insurance salesman whose client was Safecare, Lavoie approved of Elling's asking Safecare whether it would be interested in having the Lavoies do Safecare's laundry. Elling later called Lavoie, telling him Safecare was interested and to call Ockinga.

In late April, 1988, Lavoie called Ockinga to arrange a meeting. On April 29, 1988, the two met in Ockinga's office. At that meeting Lavoie said he was interested in doing Safecare's laundry and that could remodel his facility to handle the job. Ockinga expressed interest and asked Lavoie to send a written proposal to Dave Brown, administrator of Safecare's Lander Valley Regional Medical Center; Hugh Simcoe, administrator of Safecare's Pine Ridge Hospital; and Ockinga. Lavoie submitted his written proposal by identical cover letters dated May 3, 1988, addressed to Brown and Ockinga. In his cover letter Lavoie said, "We now have the capability to handle all of" Safecare's laundry and drycleaning needs. In the written proposal itself, Lavoie said nothing about remodeling his facility, buying and installing new equipment, and obtaining approval from the state health department. Rather, Lavoie proposed, among other things, ² that he would meet and comply with all state regulations and would do laundry for twenty-seven cents a pound for three years.

On May 9, 1988, Lavoie met again with Ockinga to discuss Lavoie's written proposal. Ockinga said he was pleased with the proposal. Lavoie said he would meet with his banker to tell him what was going on, meet with his accountant to do the proper paperwork, and meet again with his banker to obtain a loan to remodel his facility, and then apprise Ockinga of the outcome.

Upon leaving Ockinga's office, Lavoie went to see his banker, Charles Krebs. Lavoie told him about his opportunity to do Safecare's laundry and that he would be meeting with his accountant to prepare the necessary documents to apply for a loan.

Next, Lavoie contacted equipment vendors and obtained prices on the equipment he would need in his remodeled facility. He then met with his accountant, Dave Prina, and they worked on a loan proposal which culminated in a loan proposal letter dated May 20, 1988, which they submitted to Lavoie's banker, Krebs.

In Lavoie's May 20 loan proposal letter to Krebs, Lavoie set forth a proposal to expand his existing business. After stating a history of his business, he recited his basic proposal underlying his request for a $30,000 loan:

1. First Wyoming Bank commit to Section I--costs to remodel existing building (refer to Exhibit D) of approximately $3,900.00. Then the owner, Phil Lavoie, will have the State of Wyoming issue a preliminary certification for commercial laundry. This work needs to be completed by June 15, 1988.

2. Owner, Phil Lavoie, then will go to Board of Lander Valley Regional Medial Center to show state certification of facilities and ask for a signed contract. The first Wyoming Bank will also need to commit to the balance of the costs of approximately $27,000.00 (Total costs 3. If contract is obtained and the balance of the project monies are received, then the commercial laundry facilities should be operational by August 15, 1988.

$30,801.57 minus the $3,900.00 in number 1 above.)

The first monthly payment on the new note at First Wyoming Bank should commence in September, 1988. All other existing debt payments are made timely during the construction phase. (Emphasis added).

Among the several reasons for the bank to make the loan, in addition to the Safecare opportunity, the May 20 letter included the reason that through this expansion Lavoie would be able to acquire additional commercial laundry business from area motels and other hospitals.

On May 20, 1988, Lavoie and his accountant met with Krebs at his office to discuss the loan proposal letter. Krebs told Lavoie he was proceeding in a proper manner. Lavoie said he needed a small amount of the loan money to do the interior remodeling; then, in Lavoie's words, "if we were able to get the certification from the state then I would need the rest of the money in order to put the equipment in place." Krebs said the bank's loan committee would meet on the loan proposal and "probably approve the whole package." Krebs told Lavoie, in Lavoie's words, "You just take whatever you want, the first part first, and let me know when you need the second part * * *."

A day or so after...