Unified Sch. Dist. No. 446, Independence v. Sandoval

• Decision Date: 31 August 2012
• Docket Number: No. 101,145.,101,145.
• Citation: 295 Kan. 278,286 P.3d 542
• Parties: UNIFIED SCHOOL DISTRICT NO. 446, INDEPENDENCE, KANSAS, Appellee, v. Deborah L. SANDOVAL, Appellant.
• Court: Kansas Supreme Court

295 Kan. 278

286 P.3d 542

34 IER Cases 566

UNIFIED SCHOOL DISTRICT NO. 446, INDEPENDENCE, KANSAS, Appellee,

v.Deborah L. SANDOVAL, Appellant.

No. 101,145.

Supreme Court of Kansas.

Aug. 31, 2012.

Syllabus by the Court

1. The terms of an oral contract and the consent of the parties may be proven by the parties' acts and by the attending circumstances,as well as by the words that the parties employed.

2. To determine whether bargaining results in the formation of a contract, courts must consider all of the preliminary negotiations and all of the offers and counteroffers, interpret the various expressions of the parties, and form a judgment as to whether the parties ever finally expressed themselves as agreeing on complete and definite terms.

3. In an action based on contract, the plaintiff bears the burden of proving the existence of the contract alleged in the petition.

4. In order to form a binding contract, there must be a meeting of the minds on all the essential elements.

5. An unconditional and positive acceptance is required to form a contract; a conditional acceptance of an offer is but a counteroffer, which does not create a contract.

6. A contract ceases to be in force when it is rescinded by mutual consent, and the courts will treat a contract as abandoned when one party acquiesces to the acts of another party that are inconsistent with the continued existence of a contract.

7. Mutual assent to abandon the contract may be inferred both from the parties' conduct and by the attendant circumstances.

David M. Schauner, of Kansas National Education Association, of Topeka, argued the cause, and Marjorie A. Blaufuss, of the same association, was on the brief for appellant.

Donna L. Whiteman, of Kansas Association of School Boards, of Topeka, argued the cause, and Angela E. Stallbaumer and Sean K. Scally, of the same association, were with her on the briefs for appellee.

The opinion of the court was delivered by ROSEN, J.:

On review of an unpublished opinion by the Court of Appeals, this court considers whether the district court properly found an enforceable oral contract to terminate Deborah L. Sandoval's employment as a teacher with Unified School District No. 446, Independence, Kansas (the District).

Sandoval began her employment with the District on September 1, 2000. During the 2007–08 school year, she taught Spanish at Independence High School. On February 22, 2008, Principal Mitch Shaw informed her that he was recommending the District not renew her teaching contract for the 2008–09 school year and that the superintendant and the Board of Education of Unified School District No. 446 (board) supported his decision.

On the morning of March 10, 2008, a local Kansas National Education Association (KNEA) leader, Tim Knoles, informed Sandoval that Superintendent Chuck Schmidt would be available to talk with her before that evening's board meeting. That afternoon, Sandoval met with Schmidt and with her KNEA UniServ Director, Tony White. A UniServ director is employed by KNEA to represent teachers in employment matters. The parties were unable to come to terms at that time.

White attended the board meeting that evening, where he sat in a different room from the board and staff and communicated in person with the board through Schmidt and with Sandoval by telephone. The board met in executive session to discuss Sandoval's contract and possible resignation but took no action in open session.

During the course of the meeting, White called Sandoval and told her the board had made an offer of paid leave until the end of a disability period but had offered no insurance and no additional financial compensation. She rejected that offer and authorized White to make a counteroffer of 180 days of paid leave, medical insurance until she reached the age of 65, and a lump-sum payment of $20,000.

White subsequently called Sandoval again and reported that the board had made a counteroffer of 180 days of paid leave to qualify for KPERS disability benefits, which would require her to leave the classroom on March 28, 2008; paid insurance on the bottom tier for 5 years; and a lump-sum payment of $20,000 in the event that she did not qualify for disability benefits. Sandoval told White to accept the proposal on her behalf.

District policy allows the board to consider the resignation of any certified employee that is submitted to the board in writing. After the meeting, White approached Schmidt and asked him how the board wanted to arrange putting the settlement in writing. White offered to provide a draft based on standard settlement agreements, which typically address personnel files, removal of personal property, and confidentiality. Schmidt responded that an attorney for the board would draft the agreement. On the afternoon of March 12, 2008, White received from Schmidt an e-mail draft of a settlement agreement. White sent a reply, suggesting several modifications of the terms. The two exchanged additional messages relating to the acceptability of the modifications.

Later in the day on March 12, Sandoval informed Knoles that she had changed her mind and wanted to proceed with a due process hearing. She repeated this information to White on the following day. White immediately tried to get in touch with Schmidt and, later that week, he notified Schmidt that Sandoval was no longer willing to accept the board's terms communicated to her on the evening of March 10.

On March 24, 2008, Schmidt sent Sandoval a letter stating that the board had deferred nonrenewal of her contract from the March 10 meeting because it understood that an agreement had been reached. The letter went on to say: “Since we have now been informed that you changed your mind on this settlement, this letter is to inform you that the USD 446 Board of Education will proceed with a resolution to non-renew your contract at the board meeting on April 14, 2008.”

On March 28, 2008, Sandoval went to the school and taught her class as she usually did. The District provided no substitute teacher for her classroom on that day or any of the following days. She finished her teaching assignment for the 2007–08 school year. On April 14, 2008, the board adopted a resolution of nonrenewal of Sandoval's contract, including a clause reserving the right to enforce the oral agreement that had been arrived at during the March 10 board meeting.

After the end of the school term, the District filed a petition in Montgomery County District Court. The petition sought a declaratory judgment that Sandoval had entered into an oral contract governing the terms of her separation from the District. It also sought an injunction barring a statutory due process hearing because she had agreed to terminate her employment. The district court granted the temporary injunction. The parties both filed motions for summary judgment.

On August 29, 2008, the district court entered an order granting summary judgment to the District, holding that Sandoval had entered into a binding oral contract with the District. As a consequence, she had waived her statutory due process hearing. The Court of Appeals affirmed the decision in an unpublished opinion. This court granted Sandoval's petition for review.

Both parties urge this court to decide the issue based on the pleadings and uncontroverted facts. The parties filed cross-motions for summary judgment, and the uncontroverted facts contained in the motions provide a sufficient basis for this court to determine as a matter of law whether the parties were bound by an enforceable oral contract.

When the pleadings, depositions, answers to interrogatories, and admissions on file, together with the affidavits, show that there is no genuine issue as to any material fact and that the moving party is entitled to judgment as a matter of law, summary judgment is appropriate. The district court is required to resolve all facts and inferences that may reasonably be drawn from the evidence in favor of the party against whom the ruling is sought. When opposing a motion for summary judgment, an adverse party must come forward with evidence to establish a dispute as to a material fact. In order to preclude summary judgment, the facts subject to the dispute must be material to the conclusive issues in the case. On appeal, the same rules apply; summary judgment must be denied if reasonable minds could differ as to the conclusions drawn from the evidence. Questions of law, including those at the heart of summary judgment decisions, are subject to de novo review on appeal. Thomas v. Board of Shawnee County Comm'rs, 293 Kan. 208, Syl. ¶¶¶ 1, 2, 262 P.3d 336 (2011).

Whether a contract exists depends on the intentions of the parties and is a question of fact. Reimer v. Waldinger Corp., 265 Kan. 212, 214, 959 P.2d 914 (1998); Augusta Bank & Trust v. Broomfield, 231 Kan. 52, 60, 643 P.2d 100 (1982). However, when the legally relevant facts are undisputed, the existence and terms of a contract raise questions of law for the court's determination. Nungesser v. Bryant, 283 Kan. 550, 566, 153 P.3d 1277 (2007). Also, when the material facts are uncontroverted, an appellate court reviews summary judgment de novo. Superior Boiler Works, Inc. v. Kimball, 292 Kan. 885, 890, 259 P.3d 676 (2011).

In order to form a binding contract, there must be a meeting of the minds on all the essential elements. Albers v. Nelson, 248 Kan. 575, 580, 809 P.2d 1194 (1991). An unconditional and positive acceptance is required to form a contract; a conditional acceptance of a settlement offer is but a counteroffer, which does not create a contract. Nungesser, 283 Kan. 550, Syl. ¶ 5, 153 P.3d 1277.

The standard of proof for demonstrating the existence of an oral contract is the preponderance of the evidence. In re Estate of Stratmann, 248 Kan. 197, 806 P.2d 459 (1991). In an action based on contract, the plaintiff bears the burden of proving the existence of the contract alleged in the petition....