Employee Benefits Plus, Inc. v. Des Moines General Hospital

535 N.W.2d 149, 1995 Iowa App. LEXIS 69, 1995 WL 456107
CourtCourt of Appeals of Iowa
DecidedMay 30, 1995
Docket94-361
StatusPublished
Cited by23 cases

This text of 535 N.W.2d 149 (Employee Benefits Plus, Inc. v. Des Moines General Hospital) is published on Counsel Stack Legal Research, covering Court of Appeals of Iowa primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
Employee Benefits Plus, Inc. v. Des Moines General Hospital, 535 N.W.2d 149, 1995 Iowa App. LEXIS 69, 1995 WL 456107 (iowactapp 1995).

Opinions

CADY, Judge.

Des Moines General Hospital (hospital) appeals the trial court order finding it entered into and breached an oral contract with Employee Benefits Plus (EBP). Under the alleged contract EBP was to provide employee benefit seminars and statements to the hospital employees. The court found the hospital breached the agreement or prevented EBP from completing the necessary conditions precedent to the agreement. It awarded EBP $38,000 in damages. The main issue on appeal is the sufficiency of the evidence to support the court’s decree. We affirm.

EBP is a corporation formed from the partnership between two insurance agents, Stephen Bruce and Rod Shipley. EBP offers employers a review of their employee benefit packages, and presentations to employees in which the benefit packages are explained.

In the fall of 1990, Loren Slade, the chief operating officer of the hospital expressed an interest in hiring EBP to conduct benefit seminars for the hospital’s employees. At this time, EBP was a fledgling business venture. It had not yet performed its services for an employer.

In October 1990, Bruce, Shipley, Slade and Alex Oponski, the hospital’s acting director or director of human services, met to discuss the hospital’s use of EBP’s services. EBP discussed several service and price options with the hospital, including the production of benefit statements and employee presentations at the cost of $28.50 per employee. Alternatively, EBP offered to charge $5 per employee if the hospital agreed to allow it to sell life insurance during the seminars. Oponski and Slade expressed interest in pursuing the latter option.

EBP’s right to make the presentations was subject to three conditions. First, the hospital had to approve of the life insurance company and product being offered to its employees. Second, the “management committee” had to approve EBP’s employee presentation. Third, Slade had to approve the employee’s individualized benefit statements. The benefit statements required the hospital to divulge specific employee information regarding wages and current benefits. The parties apparently discussed memorializing the agreement in writing, but a contract was never executed.

EBP submitted a written contract in October 1990 and a bill in December. Shipley testified he was told on two occasions to come to the hospital and pick up the signed contract. The contract, however, was never available. In December 1990, or January 1991, EBP raised its prices to $10 per employee. Slade, however, insisted EBP adhere to the original $5 price.

EBP subsequently provided the hospital with information regarding potential life insurance companies. The hospital never expressly ratified or rejected any particular company. EBP understood that Slade had chosen the Reliance Standard Insurance [153]*153Company. Meanwhile, with the partial employee information provided by the hospital, and an independent investigation, EBP developed draft employee benefit statements.

On March 14, 1991, EBP presented a sample benefits seminar to a committee at the hospital. Bruce understood this committee to be the “management committee” whose ratification was required for it to obtain the contract with the hospital. It was actually the marketing committee, and according to Slade lacked power to ratify the potential contract with EBP. The response from this marketing committee was apparently favorable. Later that day, the hospital provided EBP with more specific employee data, including social security numbers, job titles, and pay rates.

Also sometime in March 1991, EBP and Oponski discussed scheduling the benefit presentations for early May and the parties prepared a payroll-staffer to notify the employees of the upcoming presentations. The hospital delayed the presentations allegedly because it was unhappy with the individualized statements being prepared by EBP. EBP claimed the hospital had yet to present it with sufficient information to detail the statements as Slade desired. Upon EBP’s request for payment, Slade agreed to tender one-half of the five dollar fee for 756 employees or $1890. Slade testified he tendered the payment despite his understanding there was not yet a contract between the parties.

On June 27, 1991, EBP sent the hospital a substantially complete benefits statement and a proposed contract. EBP also requested the second installment of the proposed contract price. The hospital did not respond. On July 15, 1991, EBP sent a letter to Roy Wright, the hospital’s chief executive officer, requesting that a date be set for their presentations.

On July 23, 1991, Oponski responded to EBP, indicating the hospital wanted to continue working on benefit statements, but the current statements were unacceptable. Oponski also asked whether EBP would like to continue working on the statements without any guarantee it would be the company to make the presentations. EBP did not respond to this letter.

In January 1993, EBP brought suit against the hospital for breach of contract. The matter proceeded to a bench trial.

The district court concluded EBP and the hospital had entered into a binding oral agreement. It found EBP had either satisfied the conditions precedent or was prevented from satisfying them because of the hospital’s actions. It awarded EBP $38,000 in damages based upon income it would have received by selling the employees life insurance. It based its sales percentage upon the amount of life insurance sold by EBP to a smaller hospital during similar benefits seminars. The hospital appeals. It asserts the court erred in finding an oral agreement existed between the parties, finding it breached any agreement, and awarding damage that were unforeseeable, unduly speculative, and excessive.

I. Scope of Review

Whether an oral contract existed and whether it was breached are ordinarily questions for the trier of fact. Netteland v. Farm Bureau Life Ins. Co., 510 N.W.2d 162, 165 (Iowa App.1993). The district court’s findings of fact are, therefore, binding on appeal if they are supported by substantial evidence. Iowa R.App. 14(f)(1). We review for correction of errors at law. Iowa R.App. 4; Mosebach v. Blythe, 282 N.W.2d 755, 759 (Iowa App.1979).

II. Oral Contract

The hospital asserts there was insufficient evidence to support the district court’s finding that an oral contract existed between the hospital and EBP. They maintain the parties did not intend to be bound until the three conditions were fulfilled and the agreement was reduced to writing. Upon our review, we conclude the negotiations and course of dealings between the parties support the district court’s finding that the parties intended to enter an oral contract.

Although both parties testified they contemplated a written contract this is insufficient to defeat EBP’s assertion the parties negotiations ripened into an oral contract. An oral contract may exist even though the [154]*154parties intended to reduce it to writing at a later date. Severson v. Elberon Elevator, Inc., 250 N.W.2d 417, 420 (Iowa 1977); Restatement (Second) of Contracts § 26 (1979).

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Bluebook (online)
535 N.W.2d 149, 1995 Iowa App. LEXIS 69, 1995 WL 456107, Counsel Stack Legal Research, https://law.counselstack.com/opinion/employee-benefits-plus-inc-v-des-moines-general-hospital-iowactapp-1995.