Stowers v. Community Medical Center, Inc.

2007 MT 309, 172 P.3d 1252, 340 Mont. 116, 2007 Mont. LEXIS 566
CourtMontana Supreme Court
DecidedDecember 4, 2007
DocketDA 06-0361
StatusPublished
Cited by14 cases

This text of 2007 MT 309 (Stowers v. Community Medical Center, Inc.) is published on Counsel Stack Legal Research, covering Montana Supreme Court primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
Stowers v. Community Medical Center, Inc., 2007 MT 309, 172 P.3d 1252, 340 Mont. 116, 2007 Mont. LEXIS 566 (Mo. 2007).

Opinions

JUSTICE WARNER

delivered the Opinion of the Court.

¶ 1 Plaintiff John Stowers (Stowers) appeals an order from the Fourth Judicial District Court, Missoula County, granting Community Medical Center’s (CMC) motion for summary judgment. We affirm.

¶2 We restate the issue on appeal: Did the District Court err in granting summary judgment to Community Medical Center because Stowers’ employment was for a specified term under a written contract?

BACKGROUND

¶3 Stowers is a medical doctor, specializing in emergency care. He entered into an employment agreement (Employment Agreement or Agreement) with CMC which provided that Stowers was to be employed for one year, from January 1, 2000, to December 31, 2000. The Agreement also provided that it could be extended or renewed by a mutual agreement in writing.

[118]*118¶4 For more than two years beyond its expiration date the parties did not extend the Employment Agreement in writing. Nevertheless, Stowers continued to work for CMC.

¶5 On July 1, 2003, Stowers and CMC executed an “Addendum to Employment Agreement” (Addendum). After setting forth the parties, the Addendum states:

WHEREAS, the Medical Center and Physician entered into an Employment Agreement with an effective date of January 1,2000 (“Employment Agreement”) a copy of which is attached as Exhibit “A”; and
WHEREAS, the parties have orally extended that Employment Agreement; and
WHEREAS, the Employment Agreement currently has an expiration date of midnight January 31, 2004; and WHEREAS, the parties wish to amend the Employment Agreement by modifying the compensation and benefits provisions.
NOW, THEREFORE, in consideration of the foregoing and in consideration of the covenants and agreements set forth herein and in the Employment Agreement the parties hereto agree as follows: ....

¶6 Thereafter the Addendum set forth changes to the original Employment Agreement. The Addendum concluded by stating:

Except as modified herein, all of the other terms and conditions of the Employment Agreement shall remain in full force and effect and are hereby ratified by the parties hereto.

¶7 Stowers continued working at CMC for several months until, on January 27, 2004, he received a letter from CMC terminating his employment effective January 31, 2004.

¶8 Stowers’ complaint alleges that his termination violated Montana’s Wrongful Discharge from Employment Act (WDEA). CMC moved for summary judgment, arguing that because the Addendum provided for a specific term of employment, Stowers had no claim under the WDEA.

¶9 The District Court granted CMC’s motion for summary judgment, holding that the Addendum ratified the original Employment Agreement which was for a specific term of employment, that the term of employment expired, and thus Stowers had no claim under the WDEA. Stowers appealed.

[119]*119STANDARD OF REVIEW

¶10 Our review of a district court’s grant of summary judgment is de novo and we apply the same evaluation as the district court under M. R. Civ. P. 56(c). N. 93 Neighbors, Inc. v. Bd. of Co. Commr., 2006 MT 132, ¶ 17, 332 Mont. 327, ¶ 17, 137 P.3d 557, ¶ 17.

DISCUSSION

¶11 Stowers concedes that the original Employment Agreement was for a specific term. However, he argues that the original Agreement expired, was not renewed, and the District Court erred in holding that the Addendum was a ratification of that Agreement. Thus, he posits that his employment was not for a specific term. Stowers goes on to argue that since the expiration date for his employment was in the Addendum’s recitals, and recitals are not operative terms of a contract, his employment was not for a specific term.

¶12 Stowers also argues that because he failed to read the Addendum before signing, he should not be held to its terms. However, it is well established in Montana that one who executes a written contract is presumed to know the contract’s contents. See Gliko v. Permann, 2006 MT 30, ¶ 35, 331 Mont. 112, ¶ 35, 130 P.3d 155, ¶ 35 (citation omitted). Thus, this argument is without merit.

¶13 In Montana, a claim for relief which is predicated on discharge from employment is barred if the employment is for a specific term under a written contract of employment and that term has expired. Sections 39-2-912(2), 39-12-913, MCA; Basta v. Crago, Inc., 280 Mont. 408, 413, 930 P.2d 78, 81 (1996). Thus, if the Addendum does constitute a contract for a specific term of employment, the District Court’s grant of summary judgment to CMC must be affirmed.

¶14 The District Court is correct that the Addendum constitutes a ratification of the original Employment Agreement which provided for a specific term of employment. Ratification is defined as the confirmation of a previous act done by the party himself and it necessarily supposes knowledge of the thing ratified. Koerner v. N. Pac. Ry. Co., 56 Mont. 511, 520, 186 P. 337, 340 (1919) (citations omitted). “Generally, contract ratification is the adoption of a previously formed contract, notwithstanding a quality that rendered it relatively void. By the ratification the party affirming it becomes bound by it and is also entitled to all the property benefits from it.” Wyman v. Wyman, 208 Mont. 57, 64, 676 P.2d 181, 184-85 (1984) (citing Shaqun v. Scott Mfg. Co., 162 F. 209, 219 (8th Cir. 1908)). [120]*120Subsequent recognition of a contract is the equivalent of ratification. Wyman, 208 Mont. at 64, 676 P.2d at 185.

¶15 Stowers claims on appeal, and the dissent agrees, that CMC never argued in the District Court that the original Employment Agreement was ratified. However, CMC’s District Court brief in support of its motion for summary judgment argued that the Addendum constituted a contract for a specific term, and in support of this argument CMC attached the original Employment Agreement, as well as the Addendum. As noted above at ¶ 6, the Addendum specifically states that it ratified the original Employment Agreement. In Stowers’ District Court brief opposing summary judgment, he specifically states the Addendum “did not resurrect” the original Employment Agreement. In response to that argument, CMC’s reply brief to the District Court argued that the original Employment Agreement had been ratified. The District Court also held oral argument on CMC’s summary judgment motion. Although Stowers has not provided this Court with a transcript of the oral argument, ratification may also have been argued to the District Court at this hearing. Ratification of the original Employment Agreement was a theory which was presented to the District Court and its adoption should not have been a surprise to Stowers.

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Cite This Page — Counsel Stack

Bluebook (online)
2007 MT 309, 172 P.3d 1252, 340 Mont. 116, 2007 Mont. LEXIS 566, Counsel Stack Legal Research, https://law.counselstack.com/opinion/stowers-v-community-medical-center-inc-mont-2007.