Olson v. Curators of the University of Missouri
381 S.W.3d 406
Mo. Ct. App.2012Background
- Olson appeals a partial summary judgment favoring the University and Dean O’Brien.
- Olson alleged two employment contracts—the two‑month term and the three‑year term—and related claims for good faith and promissory estoppel.
- April 20, 2010 meeting discussed appointment; May 4 letters referenced terms and had signature line; Olson did not sign the May 4 letters.
- Olson emailed about unresolved issues; University claimed irreconcilable differences and appointed another chair.
- Trial court granted University’s motion for partial summary judgment; Olson’s motions for summary judgment on Counts I–IV were denied; this court revokes and remands for further proceedings.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether a genuine contract existed based on undisputed facts | Olson—two contracts formed at the April meeting | University—no contract formed; May 4 letters were the offer | Genuine issue exists; summary judgment improper |
| Whether the May 4 letters constituted a valid offer or mere memorialization | Letters reflect an existing agreement needing signature to be binding | Letters show offer terms; reduced to writing | Material fact in dispute; cannot decide as a matter of law |
| Whether statute of frauds bars enforcement | Not applicable or not fully applicable to Counts I–III; promissory estoppel exception | Precludes enforcement for three‑year term; mixed questions on Count IV | Remand to decide applicability; not automatically barred for all counts |
| Whether the covenant of good faith and fair dealing and promissory estoppel survive contract formation questions | Counts III–IV depend on existence of contract | Without contract, these claims fail | Statute of frauds issue remanded; counts tied to contract formation require trial court fact‑finding |
Key Cases Cited
- ITT Commercial Fin. Corp. v. Mid-Am. Marine Supply Corp., 854 S.W.2d 371 (Mo. banc 1993) (summary judgment standards; genuine disputes require two plausible accounts)
- Bank of Am., N.A. v. Reynolds, 348 S.W.3d 858 (Mo. App. W.D. 2011) (existence of contract as element of breach; contract implied covenant)
- Glenn v. HealthLink HMO, Inc., 360 S.W.3d 866 (Mo. App. E.D. 2012) (implied covenant of good faith and fair dealing in Missouri contracts)
- Piazza v. Combs, 226 S.W.3d 211 (Mo. App. W.D. 2007) (statute of frauds; promissory estoppel exception to sign‑memorandum rule)
- McCoy v. Spelman Mem. Hosp., 845 S.W.2d 727 (Mo. App. W.D. 1993) (statute of frauds; memo must contain essential terms)
- Raskas Foods, Inc. v. Southwest Whey, Inc., 978 S.W.2d 46 (Mo. App. E.D. 1998) (contract formation; essential terms; binding when terms present and certain)
- Shellabarger v. Shellabarger, 317 S.W.3d 77 (Mo. App. E.D. 2010) (essential terms; what is essential depends on agreement and context)
- L.B. v. State Committee of Psychologists, 912 S.W.2d 611 (Mo. App. W.D. 1995) (when essential terms reserved, no binding agreement)