Davis v. Professional Business Services, Inc.

712 P.2d 511, 109 Idaho 810
CourtIdaho Supreme Court
DecidedDecember 16, 1985
Docket15112
StatusPublished
Cited by42 cases

This text of 712 P.2d 511 (Davis v. Professional Business Services, Inc.) is published on Counsel Stack Legal Research, covering Idaho Supreme Court primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
Davis v. Professional Business Services, Inc., 712 P.2d 511, 109 Idaho 810 (Idaho 1985).

Opinions

BISTLINE, Justice.

HISTORY

Plaintiffs-Respondents are Twin Falls radiologists and their professional association, Magic Valley Radiology Associates (plaintiff). 'Defendants-Appellants are Professional Business Services, Inc. (defendant) and Helen Kolouch, president of Professional Business Services.

In late 1976, plaintiff contracted with defendant to act as plaintiff’s bookkeeper and accounts receivable service agent. The agreement called for plaintiff to pay defendant 15% of its gross receipts as they were deposited in plaintiff’s bank account by defendant. The contract, never put in writing, was for a three-year period, ending March 1, 1980.

In the early part of 1980, plaintiff decided to change billing services. The change in billing services, however, would not occur before the end of the contract period; therefore, plaintiff told defendant it wished to continue on a month-to-month arrangement with 30-days notice of termination of services being given. Defendant agreed to this and continued to work for plaintiff.

Ultimately, plaintiff made arrangements with another accounts receivable service, Management Data Systems, (MDS) to begin work on July 1, 1980. On May 29, [812]*8121980, plaintiff notified defendant of the intended change. Defendant agreed to continue billing until July 1. Also on May 29, defendant informed plaintiff that it would be billed $12,000 for the work defendant had put into the generation of the “in process” billings and ledger cards which were a product of the generation. Defendant also charged plaintiff $1,058 for supplies already purchased. Questioning these charges, plaintiff refused to pay until they were explained.

On the next day, May 30, 1980, defendant reversed itself and notified plaintiff that it would no longer process any of plaintiffs accounts. On June 2, 1980, when plaintiff attempted to acquire the ledger cards and other records from defendant, Helen Kolouch, president of the company, refused to deliver them until plaintiff paid the money claimed on May 29. Plaintiff hired MDS in order to assimilate plaintiffs records immediately, instead of waiting until July 1, 1980, as originally contemplated. Plaintiff filed suit on June 6, 1980. The complaint was shortly amended: Plaintiff sought an injunction requiring the defendant to turn over “all mail, billing slips, check stubs, ledger cards, bank books and accounts receivable ledgers and all other books and records belonging to the plaintiffs.” The action proceeded rapidly. On June 27, 1980, a hearing was held on the motion at which time and place defendant purported to deliver to plaintiff plaintiff’s records.1 However, plaintiffs filed a second amended complaint alleging in part:

Defendant further breached said Contract by refusing initially to turn over to plaintiffs any of the books and records in defendants’ possession that would enable plaintiffs to continue billing their patients. Defendants did turn over to plaintiffs certain records on or about June 27, 1980, however, defendants did not then or at any later time release the individual ledger cards relating to plaintiffs’ patients, and defendants’ refusal to release said ledger cards to plaintiffs constituted a further breach of the parties’ Contract.
IX.
As a direct and proximate result of defendants’ breach of Contract, plaintiffs were forced to incur start-up costs with their subsequent billing service in the amount of $14,090.10, which amount would not have been incurred had defendants released to plaintiffs the ledger cards and had defendants not breached the agreement by stopping work completely without notice at the end of May, 1980. As an additional proximate result of defendants’ breach of Contract, plaintiffs have suffered lost profits in the amount of approximately $50,000.00, and [813]*813plaintiffs have incurred accounting fees of approximately $1,500.00.
R., pp. 124-25.

Defendant counterclaimed for commissions allegedly due for the work done on the “in process” accounts receivables. Defendant’s counterclaim was dismissed prior to trial on a motion for summary judgment, the court concluding that defendant was an unlicensed collection agency in violation of I.C. § 26-2222 and was thus not entitled to recover on an illegal contract.

Plaintiff’s claim was tried to the court without a jury. Plaintiff was awarded the amount of the reconstruction costs of $15,-870.10, plus prejudgment interest, and $24,-000 attorney’s fees. Plaintiff’s claim for lost profits was denied on the basis that plaintiff’s proof did not establish that any such loss was attributable to defendant. The court observed that the ledger cards prepared by the defendants were a compilation of the financial history of each account, and reasoned that:

They can only be said to belong to the accounts to which they apply and are only of use in the hands of those to whom the accounts are entrusted at any particular time.
As of May 31, 1980, PBS [defendants] ceased servicing the MVRA [plaintiff] accounts; and that function was entrusted to MDS. As of that date the ledger cards on MVRA accounts were no longer entrusted to PBS; and MVRA had an absolute right to have those ledger cards relinquished into the possession of MDS.
PBS, under the fiction that the cards, disassociated from the accounts to which they pertain and totally worthless in PBS’s hands, were somehow the property of PBS, persisted in an irrational and groundless claim. This claim apparently had two.purposes. The immediate purpose appears to have been to serve as extortion to compel immediate payment of their contested, unenforceable claim for $13,058.52. The second purpose, and the one which worked, was to harass and delay the assimilation and operation of MVRA account handling by MDS.
This second purpose delayed MDS six weeks and caused extra expenses to MVRA in the amount of $15,870.10 as set forth above and in Exhibit 18.
The actions by PBS from May to December, 1980, were tortious relating to the unlawful detention of the ledger cards. The PBS by reason of the trust imposed in it prior to May 31, 1980, had an absolute duty to deliver MVRA’s ledger cards to MVRA or PBS’s successor. It flagrantly and tortiously violated its duty.
R., Vol. 8, pp. 324-25.

Defendant has appealed the dismissal of the counterclaim, and the judgment entered against it on plaintiff's claim. Plaintiff has appealed the district court’s refusal to grant plaintiff damages for lost profits, and its failure to award punitive damages.

I.A.

Defendant’s first argument is that no legal basis exists upon which the district court could award plaintiff its costs associated with the reconstruction of its accounts. We are not persuaded. It is undisputed that defendant and plaintiff had entered into a contractual relationship of three years’ duration and that at expiration it was extended by both parties upon a month-to-month basis. It is also undisputed that the parties never considered nor reached any agreement with respect to disposal of the ledger cards upon termination of the contractual relationship.

Free access — add to your briefcase to read the full text and ask questions with AI

Related

State v. Jeske
Idaho Supreme Court, 2019
Medical Recovery Services, LLC v. Olsen
379 P.3d 1106 (Idaho Supreme Court, 2016)
Medical Recovery Svcs. v. Olsen
Idaho Supreme Court, 2016
In re Davis
554 B.R. 918 (D. Idaho, 2016)
Ross v. Ross
178 P.3d 639 (Idaho Court of Appeals, 2007)
Bouten Construction Co. v. H.F. Magnuson Co.
992 P.2d 751 (Idaho Supreme Court, 1999)
Star Phoenix Mining Co. v. Hecla Mining Co.
939 P.2d 542 (Idaho Supreme Court, 1997)
Kolouch v. First SEC. Bank of Idaho
911 P.2d 779 (Idaho Court of Appeals, 1996)
Top of the Track Associates v. Lewiston Raceways, Inc.
654 A.2d 1293 (Supreme Judicial Court of Maine, 1995)
Shabinaw v. Brown
874 P.2d 516 (Idaho Supreme Court, 1994)
Magic Valley Radiology, PA v. Kolouch
849 P.2d 107 (Idaho Supreme Court, 1993)
Bondy v. Levy
829 P.2d 1342 (Idaho Supreme Court, 1992)
Hanf v. Syringa Realty, Inc.
816 P.2d 320 (Idaho Supreme Court, 1991)
Bowen v. Heth
816 P.2d 1009 (Idaho Court of Appeals, 1991)
Emery v. United Pacific Insurance
815 P.2d 442 (Idaho Supreme Court, 1991)
Fuller v. Wolters
807 P.2d 633 (Idaho Supreme Court, 1991)
Stoor's Inc. v. Idaho Department of Parks & Recreation
803 P.2d 989 (Idaho Supreme Court, 1990)
Burt v. Clarendon Hot Springs Ranch, Inc.
793 P.2d 715 (Idaho Court of Appeals, 1990)

Cite This Page — Counsel Stack

Bluebook (online)
712 P.2d 511, 109 Idaho 810, Counsel Stack Legal Research, https://law.counselstack.com/opinion/davis-v-professional-business-services-inc-idaho-1985.