Women's Care Specialists, LLC v. Troupin

• Citation: 408 S.W.3d 310
• Decision Date: 17 September 2013
• Docket Number: No. ED 99002.,ED 99002.
• Parties: WOMEN'S CARE SPECIALISTS, LLC, Appellant/Plaintiff, v. Katherine TROUPIN, Respondent/Defendant.
• Court: Court of Appeal of Missouri (US)

408 S.W.3d 310

WOMEN'S CARE SPECIALISTS, LLC, Appellant/Plaintiff,

v.Katherine TROUPIN, Respondent/Defendant.

No. ED 99002.

Missouri Court of Appeals,

Eastern District,

Division Three.

Sept. 17, 2013.

Bryan E. Brody, Clayton, MO, for appellant.

Katherine Troupin, St. Peters, MO, for respondent.

ANGELA T. QUIGLESS, Judge.

I. INTRODUCTION

Plaintiff Women's Care Specialists, LLC (“WCS”), appeals the judgment of the Circuit Court of St. Charles County in favor of Defendant Katherine Troupin (“Troupin”) on all four counts of WCS's petition. WCS contends the trial court erred in: (1) entering judgment in favor of Troupin on WCS's breach of contract claim in that it was against the weight of the evidence and (2) erroneously applied the law; (3) entering judgment in favor of Troupin on WCS's on-account claim because it was against the weight of the evidence; and (4) denying WCS's Motion for Summary Judgment on its breach of contract and on-account claims, as there was no genuine issue of material fact in dispute. Because the trial court erred in entering judgment in favor of Troupin on WCS's action on account, that portion of the trial court's judgment is reversed. Accordingly, the cause is remanded with directions to enter judgment in accordance with this opinion on WCS's on-account claim only. In all other respects, the judgment is affirmed.

II. FACTUAL AND PROCEDURAL BACKGROUND

It is undisputed that Troupin entered into a Financial Agreement with WCS for medical services. On July 31, 2008, Defendant appeared at WCS's office for a procedure. The device to be used in the procedure was at the office. However, the procedure was postponed until November 13, 2008. Troupin returned to WCS's office on November 13, 2008. According to Troupin, on this date she informed WCS that she added a new insurance carrier (MEGA Life) as secondary insurance, but she did not tell WCS to cancel her Blue Cross/Blue Shield Insurance. Troupin alleges that WCS represented to her that Blue Cross/Blue Shield would be billed for the device, but not the November 13, 2008 procedure.

WCS subsequently billed Troupin $898.00 for the device and procedure. WCS contends that it did not bill Blue Cross/Blue Shield for the “service,” and that Mega Life declined coverage.¹ According to Troupin, despite WCS's previous assurance, it never billed Blue Cross/Blue Shield for the device.

WCS filed a petition against Troupin seeking payment of the unpaid balance under Case Number 11–CV06493. The trial court set the matter for trial on October 17, 2011. In the interim, the parties signed an undated Stipulation of Settlement (“Stipulation”). Pursuant to the Stipulation, Troupin was to pay WCS $1,000 on or before November 17, 2011, and upon receipt of this payment, WCS would deem the debt satisfied in full and file a dismissal without prejudice in Case Number 11–CV06493. According to Troupin, on October 17, 2011, WCS was to file the Stipulation with the court, and request a continuance to December 5, 2011. The trial court, however, dismissed the case without prejudice for failure to prosecute, as WCS and Troupin failed to appear. In response, WCS filed a motion to set aside the court's dismissal, and several days later filed the Stipulation with the court on the dismissed case. When Troupin did not make payment according to the terms of the Stipulation, WCS then filed a motion to enforce the settlement. After a hearing, the trial court denied WCS's motion to set aside the dismissal.²

WCS then filed the petition which is the subject of this appeal. WCS's petition alleged a breach of contract pertaining to the Stipulation (Count I). In the alternative, WCS pled an action on account (Count II), for medical services provided to Troupin.³ WCS filed a Motion for Summary Judgment, which was denied by the trial court after a hearing. On August 13, 2012, a bench trial was held.

At trial, WCS presented the testimony of Ms. Denise Martin (“Ms. Martin”), office coordinator for WCS. Ms. Martin testified that the charges for the July 31, 2008, and November 13, 2008 office visits were reasonable, and related to services requested by and provided to Troupin. Ms. Martin also testified that WCS did not bill Blue Cross/Blue Shield for Troupin's November service, as Troupin no longer had coverage on that date.

Troupin, acting pro se, testified at trial. Troupin admitted that she requested and received the medical services, and that she signed the Financial Agreement. Troupin stated that WCS had assured her it would bill Blue Cross/Blue Shield for the device, but failed to do so. Troupin also testified that, when the parties signed the Stipulation, WCS informed her that it would file the Stipulation with the trial court on October 17, 2011, and she would not have to appear. Troupin stated that WCS did not uphold its end of the agreement, as it did not enter the Stipulation with the court, and the case was dismissed for failure to prosecute.

The trial court issued judgment in favor of Troupin on all counts. WCS appeals.

III. DISCUSSION

A. Legal Standard

“In a court-tried case, we will affirm the judgment below if it is supported by substantial evidence, is not against the weight of the evidence, and does not erroneously declare or apply the law.” Reppy v. Winters, 351 S.W.3d 717, 720 (Mo.App. W.D.2011) (citing Murphy v. Carron, 536 S.W.2d 30, 32 (Mo. banc 1976)). We view the evidence in the light most favorable to the trial court's judgment, disregarding all contrary inferences and evidence. Woods ex rel. Woods v. Cory, 192 S.W.3d 450, 458 (Mo.App. S.D.2006). We “defer[ ] to the trial court's findings of fact, recognizing the superior ability of the trial court to judge the credibility of the witnesses.” Id.

B. Points I and II—Stipulation of Settlement

In its first point on appeal, WCS contends the trial court erred in entering judgment in favor of Troupin on WCS's breach of contract claim because the judgment was against the weight of evidence. WCS claims that Troupin breached the Stipulation agreement when she failed to pay WCS $1,000 by November 17, 2011. In its Judgment, the trial court concluded that “the parties disagreed on the purpose for signing this Stipulation at the start, and therefore it fails as a contract.” WCS, however, argues that the evidence establishes that the Stipulation was a legal, valid, and enforceable contract. WCS maintains that the Stipulation itself, Troupin's acknowledgement at trial that she signed it, as well as Troupin's responses to WCS's Requests for Admissions constitute proof that a contract existed.⁴

Settlement agreements are contracts and subject to contract law. Emerick v. Mut. Benefit Life Ins. Co., 756 S.W.2d 513, 518 (Mo. banc 1988) (citing DeWitt v. Lutes, 581 S.W.2d 941, 945 (Mo.App. S.D.1979)). “In Missouri, the general rules of contract construction apply when interpreting settlement agreements.” Pierson v. Kirkpatrick, 357 S.W.3d 293, 299 (Mo.App. S.D.2012) (citing Park Lane Med. Ctr. of Kan. City, Inc. v. Blue Cross/Blue Shield of Kan. City, 809 S.W.2d 721, 724 (Mo.App. W.D.1991)). “A legal, valid settlement agreement must possess all the essential elements of any other contract.” Id. (citing Tirmenstein v. Cent. States Basement and Foundation Repair, Inc., 148 S.W.3d 849, 851 (Mo.App. E.D.2004)). “The essential elements of a contract are: (1) competency of the parties to contract; (2) proper subject matter; (3) legal consideration; (4) mutuality of agreement; and (5) mutuality of obligation.” Id. at 299–300 (citing Arndt v. Beardsley, 102 S.W.3d 572, 575 (Mo.App. S.D.2003)). At issue here is the fourth element, mutuality of agreement.

“The term ‘mutuality of agreement’ implies a mutuality of assent by the parties to the terms of the contract, i.e., a meeting of the minds.” Id. (citing Arndt, 102 S.W.3d at 575).See Voyles v. Voyles, 388 S.W.3d 169, 172 (Mo.App. E.D.2012). An essential element to the formation of a valid contract is a “meeting of the minds of the contracting parties regarding the same thing, at the same time.” Walker v. Rogers, 182 S.W.3d 761, 768–69 (Mo.App. W.D.2006) (quoting New Medico Assocs., Inc. v. Snadon, 855 S.W.2d 489, 491 (Mo.App. S.D.1993)). A court determines a meeting of the minds “by looking to the intention of the parties as expressed or manifested in their words or acts.” J.H. v. Brown, 331 S.W.3d 692, 702 (Mo.App. W.D.2011) (quoting Gateway Exteriors, Inc. v. Suntide Homes, Inc., 882 S.W.2d 275, 279 (Mo.App. E.D.1994)).

“Courts of this state have held that whether there was a meeting of the minds is a question of fact for the trial court to decide.” Don King Equip. Co. v. Double D Tractor Parts, Inc., 115 S.W.3d 363, 368 (Mo.App. S.D.2003) (citing Dickemann v. Millwood Golf & Racquet Club, Inc., 67 S.W.3d 724, 728 (Mo.App. S.D.2002)). “We defer to the findings of fact in a court-tried case, but we make an independent evaluation of the conclusions of law the trial court draws from its factual findings.” Id. at 369 (citing Porter v. Falknor, 895 S.W.2d 187, 189 (Mo.App. E.D.1995)).

The parties signed the Stipulation, which included the following relevant terms: (1) “[Troupin] agrees to pay $1,000.00 to [WCS] by November 17, 2011”; (2) “Upon receipt of the $1,000.00 on or before November 17, 2011, [WCS] will satisfy the debt in full and will file a dismissal without prejudice of the above-captioned case”; (3) “If payment of $1,000.00 is not received by November 17, 2011 from [Troupin], [she] understands and agrees that [WCS] may file a Motion to Enforce Settlement....” The Stipulation explicitly included Case Number 11–CV06493 in its caption.

According to Troupin, WCS was to file the Stipulation with the court on October 17, 2011, as Case Number 11–CV06493 was scheduled for trial. WCS did file a motion for continuance, but did not file the Stipulation or appear for trial, and the court dismissed the action without prejudice for failure to prosecute. WCS filed a motion to set aside the...