Steckline Communications, Inc. v. Journal Broadcast Group of Kansas, Inc., 111651

Background

In 2003 MAAN, Inc. and Journal Broadcast Group of Kansas, Inc. (JBGK) executed a 15‑year settlement agreement governing radio programming, containing an assignment clause requiring prior written consent and an anti‑amendment clause.
In 2005 Steckline Communications, Inc. (SCI) purchased MAAN’s trade names and business contracts (including the agreement) but did not obtain JBGK’s written consent for assignment.
From 2005–2012 SCI provided programming under the agreement and JBGK accepted performance; relations continued until a 2012 broadcast incident after which JBGK stopped broadcasting SCI’s programming.
SCI sued JBGK in December 2012 for breach of contract; JBGK countered that SCI lacked standing because the assignment was ineffective for lack of written consent.
The district court granted JBGK’s motion to dismiss for lack of standing under K.S.A. 2015 Supp. 60‑212(b)(6); the Court of Appeals affirmed, relying in part on the agreement’s anti‑amendment language.
The Kansas Supreme Court reversed and remanded, holding that SCI pled sufficient facts to establish standing by equitable estoppel and dismissal at that stage was improper.

Issues

Issue	Plaintiff's Argument (Steckline)	Defendant's Argument (JBGK)	Held
Whether SCI has standing to sue for breach of the agreement	Assignment to SCI (2005) plus JBGK’s multi‑year acceptance of performance estops JBGK from denying assignment/standing	Assignment was ineffective because MAAN never obtained JBGK’s required prior written consent; anti‑amendment clause prevents waiver	Held for SCI at pleading stage: well‑pled facts support equitable estoppel so dismissal for lack of standing was improper
Whether continued performance can constitute waiver of the written‑consent requirement	Conduct and silence amounted to waiver/estoppel allowing SCI to enforce the contract	The contract’s amendment/anti‑waiver language forecloses waiver by conduct	Court declined to resolve contract‑interpretation; distinguished waiver (can be contractually protected) from estoppel (equitable doctrine) and allowed estoppel claim to proceed
Proper standard for dismissal under K.S.A. 2015 Supp. 60‑212(b)(6) when standing is contested	Plaintiff: standing may be established by pleading estoppel; court must accept well‑pled facts	Defendant: lack of privity/assignment is jurisdictional and supports dismissal	Court: apply well‑pled‑facts standard; resolve doubts in plaintiff’s favor; dismissal only when petition clearly shows no claim; reversed dismissal
Burden/requirements to prove equitable estoppel	Estoppel requires acts/representations or silence inducing belief, reasonable reliance, and prejudice if right later asserted	Argues elements not met and that ambiguous facts preclude estoppel	Court: restated elements (inducement by conduct/silence, reliance, prejudice) and found SCI’s pretrial allegations sufficient to survive a (b)(6) dismissal

Key Cases Cited

Lujan v. Defenders of Wildlife, 504 U.S. 555 (1992) (standing requires concrete, particularized injury)
Gannon v. State, 298 Kan. 1107 (2014) (standing must be proved with appropriate evidence at successive litigation stages)
Halley v. Barnabe, 271 Kan. 652 (2001) (motion to dismiss under (b)(6) tests only well‑pled facts; courts assume plaintiff’s facts true)
United American State Bank & Trust Co. v. Wild West Chrysler Plymouth, Inc., 221 Kan. 523 (1977) (distinguishes waiver from equitable estoppel; defines elements of estoppel)
Owen Lumber Co. v. Chartrand, 283 Kan. 911 (2007) (party asserting estoppel bears burden to prove inducement, reliance, and prejudice)
Mutual Life Ins. Co. v. Bernasek, 235 Kan. 726 (1984) (equitable estoppel can operate to establish elements of a contract claim)