286 P.3d 542
Kan.2012Background
- Sandoval began teaching with USD 446 on September 1, 2000 and taught Spanish at Independence High School during 2007-08.
- On February 22, 2008, the principal advised that the district would not renew her contract for the 2008-09 year, with board backing.
- During the March 10, 2008 board meeting, Sandoval and her KNEA representatives discussed terms; she rejected an initial offer and proposed a counteroffer of 180 days paid leave, medical insurance to age 65, and a $20,000 lump sum.
- Sandoval accepted a later counteroffer from the board, which included 180 days leave to qualify for KPERS, bottom-tier insurance for 5 years, and $20,000 if not qualifying for disability.
- Following negotiations, the district prepared a settlement draft; Sandoval later changed her mind and sought a due process hearing; the board deferred nonrenewal on March 24, 2008, but later adopted a nonrenewal resolution on April 14, 2008 that reserved the right to enforce the oral agreement.
- Sandoval continued teaching through March 28, 2008; no substitute was provided; the district paid her salary for the term; the district sought declaratory relief, and both sides moved for summary judgment; the district court granted summary judgment recognizing an enforceable oral contract.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether an enforceable oral contract existed on March 10, 2008 | Sandoval argues there was a meeting of the minds on March 10. | District contends negotiations were preliminary and not binding. | No enforceable contract existed. |
| Whether later conduct/partial performance amounted to binding agreement | Sandoval and White accepted the board's terms and performed actions supporting contract formation. | District asserts later conduct does not establish an unconditional acceptance of terms. | Not a binding contract; later actions were not unequivocal acceptance. |
| Whether mutual rescission or abandonment occurred | If a contract existed, mutual acts indicated abandonment; Sandoval did not ratify, etc. | Board's rescission not properly evidenced; actions consistent with enforcing the agreement. | Mutual rescission not established; contract not enforceable. |
| Effect of district policy and open meetings on contract validity | Policy and open-session procedures did not negate formation. | Lack of open-session ratification and minutes support no binding contract at March 10. | Policy/open-meetings factors do not create binding contract. |
| Appropriateness of summary judgment on contract formation | Undisputed facts establish contract formation as a matter of law. | Intent and credibility issues require trial; summary judgment improper. | Summary judgment appropriate to determine absence of enforceable contract; court held no enforceable contract. |
Key Cases Cited
- Reimer v. Waldinger Corp., 265 Kan. 212 (1998) (fact-dependent contract formation; when facts undisputed, court decides)
- Augusta Bank & Trust v. Broomfield, 231 Kan. 52 (1982) (intent and meeting of the minds in contract formation)
- Nungesser v. Bryant, 283 Kan. 550 (2007) (uncontroverted terms; acceptance must be unconditional and definite)
- Superior Boiler Works, Inc. v. Kimball, 292 Kan. 885 (2011) (summary judgment de novo; review of undisputed facts)
- Brinson v. District, 223 Kan. 465 (1978) (mutual assent and abandonment when conduct inconsistent with contract)
- Krider v. Board of Trustees of Coffeyville Community College, 277 Kan. 244 (2004) (board actions in executive session; contract effects despite KOMA)
- Phillips v. Easton Supply Co., Inc., 212 Kan. 730 (1973) (written memorial of agreement does not necessarily prevent binding contract)