*1 any there evidence that pur- the officer was
posely contrary, untruthful. To the the in-
terpretation, circumstances, under the
reasonable. reject
We also remaining by
claims Miller. The statements Ed reasons,
wards were credible for several in
cluding they against that penal his in Harris,
terests. See United States v. 573, 583,
U.S. 91 S.Ct. 29 L.Ed.2d (1971)
723, 734 (stating admission of crimes credibility
carries an indicia of sufficient to search).
support probable cause to See Also Lafave, Seizure,
Wayne 3.3(c), Search and (1987). Furthermore,
at 648-49 the informa source,
tion from the confidential the infor concerning
mation history, Miller’s criminal
and the information shipment about the UPS
could be application deleted without
impacting finding probable cause. Fi
nally, history drug of a transaction two earlier,
months in connection with the other
circumstances, was not too remote to consid
er in determining probable cause.
AFFIRMED. PLUS,
EMPLOYEE BENEFITS
INC., Plaintiff-Appellee, HOSPITAL,
DES MOINES GENERAL
Defendant-Appellant.
No. 94-361. Appeals
Court of of Iowa.
May
ployees packages in which the benefit explained. Slade,
In the fall of Loren chief operating hospital expressed officer of the an hiring interest EBP to conduct hospital’s employees. seminars for the At time, fledgling EBP was a ven- business yet performed ture. It had not its services employer. for an 1990, Bruce, Shipley, In October Slade and *4 Oponski, hospital’s acting Alex the director services, or director of human met to discuss the EBP use EBP’s services. price options discussed several service and hospital, including production with the the employee presenta- benefit and statements per employee. tions at the cost of $28.50 Alternatively, charge per EBP offered to $5 employee hospital agreed if the to allow it to during sell life insurance the seminars. Oponski expressed pur- and in Slade interest suing option. the latter right presentations EBP’s to make the Eugene Douglas E. Olson and A. Fulton of subject First, to hospi- three conditions. the Lillis, Olson, Connolly, O’Malley, Hansen & approve tal had to of the life insurance com- Moines, appellant. Des for pany product being offered to its em- Second, ployees. “management the commit- Murray Murray Frank Smith of the Frank approve employee presen- tee” had to Office, Moines, appellee. Law Des Smith Third, approve tation. had to the Slade em- HABHAB, ployee’s P.J., individualized benefit statements. by Heard and CADY and required The benefit HUITINK, JJ., statements the but decided en banc. divulge specific employee information re- CADY, Judge. garding wages and current benefits. The parties apparently memorializing discussed (hospital) Hospital ap- Moines General Des agreement writing, the in but a contract was finding peals the trial court order it entered never executed. an oral contract with Em- into and breached (EBP). ployee Benefits Plus Under the al- EBP submitted written contract Octo- provide employee EBP leged contract was to Shipley ber 1990 and a bill December. hospi- and statements to the benefit seminars he testified was told on two occasions to employees. tal The court found the pick up signed come to the the contract, agreement prevented however, the or EBP breached contract. The was never necessary completing the conditions January available. In December agreement. It precedent awarded prices per EBP raised its em- $10 $38,000 damages. Slade, however, EBP The main issue on ployee. EBP insisted ad- sufficiency the appeal original price. is the evidence to here to the $5 support the court’s decree. We affirm. subsequently provided EBP the corporation regarding potential
EBP formed from the with information life in- is a agents, companies. partnership between two insurance surance never ex- rejected any Stephen Shipley. pressly particular Bruce and Rod EBP of- ratified or employee company. employers a review of their EBP understood that Slade had fers Reliance Insurance packages, and to em- chosen the Standard Meanwhile, Company. partial January with the em- In brought against EBP suit ployee provided by hospital, information for breach of contract. The independent and an investigation, EBP de- proceeded matter to a bench trial. veloped employee draft benefit statements. The district court concluded EBP and the On March EBP a sam- hospital binding had entered into a oral ple benefits seminar to a committee at the agreement. It EBP found had either satis- hospital. Bruce understood this committee precedent fied the conditions prevent- or was “management to be the committee” whose satisfying ed from them hospi- because of the required ratification was for it to obtain the $38,000 tal’s actions. It awarded actually with the It was damages upon based income it would have committee, marketing according by selling employees received life insur- power ratify lacked potential Slade percentage upon ance. It based its sales response contract with EBP. The from this amount of life insurance sold to a marketing apparently committee was favor- hospital during smaller similar benefits semi- day, hospital provided able. Later that hospital appeals. nars. The asserts data, specific employee with more in- finding court erred in agreement an oral numbers, titles, cluding security job social parties, finding existed between the it *5 pay rates. any agreement, awarding breached dam- 1991, Also sometime in March EBP and age unforeseeable, unduly specula- that were Oponski scheduling discussed the benefit tive, and excessive. early May for parties and the Scope I. of Review prepared payroll-staffer notify a the em- Whether an oral contract existed ployees upcoming presentations. The and whether it ordinarily was breached are hospital delayed presentations allegedly questions for the trier of fact. Netteland v. unhappy because it was with the individual- Co., 162, Farm Bureau Ins. 510 N.W.2d being ized prepared by statements EBP. Life (Iowa App.1993). 165 The district court’s hospital yet claimed the present had are, therefore, findings of fact binding on it with sufficient information to detail the appeal they supported by if substantial Upon statements as Slade desired. 14(f)(1). request R.App. evidence. Iowa payment, agreed We review Slade to tender for correction of R.App. one-half of the five errors at law. Iowa employ- dollar fee for 756 4; Blythe, ees or Mosebach v. 282 Slade testified he tendered the N.W.2d 759 $1890. (Iowa payment despite understanding App.1979). his there was yet not parties. a contract between the II. 27, 1991, Oral Contract
On hospital June sent the a substantially complete benefits statement The asserts there insufficient proposed request- and a contract. EBP also support evidence to the district court’s find- proposed ed second installment of the ing that an oral contract existed between the price. respond. contract The did not They par- and EBP. maintain the 15, 1991, July Roy On sent a letter to ties did not intend to be bound until the officer, Wright, chief executive agree- three conditions were fulfilled and the requesting pre- that a date set for be their writing. ment Upon was reduced to our sentations. review, negotiations we conclude the July Oponski responded On dealings parties sup- course of between the EBP, indicating wanted to con- port finding par- the district court’s that the statements, working tinue on benefit but the ties intended to enter an oral contract. unacceptable. current statements were Oponski Although parties they also asked whether EBP would like both testified working contemplated to continue on the statements with- a written contract this is insuf any guarantee company parties out it would be the ficient to defeat EBP’s assertion the presentations. negotiations ripened to make the EBP did not into an oral contract. respond may An though to this letter. oral contract exist even
154 stated, parties writing approved intended to reduce it to at a “We Elevator, later Employee date. Severson v. Elberon have contracted with Benefits Plus (Iowa Inc., 1977); explain your 420 Re benefits detail.” (Second) (1979). § statement Contracts Finally, the amount of the contract was agreement complete If the oral is toas its small, relatively type and this is not the to, finally agreed terms and has been it will We, required writing. to be generally Coopera be enforceable. Elkader therefore, there evi- conclude was substantial (Iowa Matt, tive Co. support finding dence to the district court’s 1973). circumstances, Under these the writ that EBP and the intended to form ing merely expression previously is an of a an oral contract. completed Id. contract. III. Conditions Precedent parties Whether the intended the oral binding agreement prior to be to the execu asserts the district court tion of written document is the decisive determining erred in the contract was Id.; 17A Am.Jur.2d issue. Contracts although prece- breached certain conditions making Factors to be considered dent to the A contract were not satisfied. include whether: the con determination regarding prece- review of the law conditions usually tract is of a class found to dent will facilitate our resolution of this issue. writing; type needing it is of a a formal
writing expression; full for its it has few or precedent Conditions are those details; small, many large the amount or is events, occurring subsequent facts and unusual; the contract is common or all the contract, making of a valid that must exist agreed upon details have been or some re right occur before there is a to immediate *6 unresolved; negotiations and the main show performance, there before is a breach of writing contemplated. was discussed or a duty, judicial contract and before the usual Severson, 250 at 421. N.W.2d Swartz, remedies are available. Khabbaz v. (Iowa 1982). 279, 319 N.W.2d 283 When a in The contract this case is not com party’s performance contract conditions one plicated dispute and there is no as to its another, on the “satisfaction” of there are agreed provide terms. to individual applied two standards which can be to deter statements and conduct ized benefit edu objective mine satisfaction: the reasonable exchange payment cation seminars subjective per satisfaction standard and the per employee opportunity and the to sell $5 sonal satisfaction standard. Inc. v. Amfac employee groups. to life insurance Co., 85, Waikiki Beachcomber Inv. 74 Haw. right to make the was condi 10, (1992); Hopper, 839 P.2d 23 Mattel v. 51 hospital approval the of the insur tioned on (1958). 119, 625, Cal.2d 330 P.2d 626-27 Ab company, management ap committee ance express language indicating contractual sent presentation, of EBP’s and Slade’s proval objective apply, to the rea which standard approval of the benefit statements. applied sonable satisfaction standard is when Furthermore, parties the adhered quality, op the contract involves commercial meetings in their initial terms established fitness, utility erative or mechanical which carry gave steps to them out. EBP and took knowledgeable persons capable judg sample presentation, and dates benefit’s a subjective ing; personal the satisfaction stan presentations. for the actual The were set applied dard is when the contract involves supplied EBP with em- confidential Id.; aesthetics, personal fancy. or taste see paid EBP half of the ployee information and Corbin, also 3A Arthur L. Corbin on Con Additionally, EBP at- agreed fee. when (1960). tracts, 86-87, 645-646, §§ at 93-94 prices, the in- tempted to raise its express language or nature of the When the original price term. sisted on the personal contract do not make it clear that prefers notifying employees required, satisfaction is the law the payroll staffer the (reasonable objective person) Am supports an intent standard. benefit seminar also Thomas, Inc., 23; by EBP and 839 P.2d at Steller v. It was drafted to contract. fac
155
537,
275,
personalize
n. 8
satisfied with EBP’s efforts to
232 Minn.
45 N.W.2d
542
(1950).
provided
no fur-
the benefit statements
employee
ther
information.
did not re-
pre
perform
Failure to
a condition
spond
July
to EBP until
when it offered
cedent,
personal
on
satisfaction or oth
based
opportunity
develop
EBP the
to
the state-
erwise, generally
the
contract.
vitiates
guarantee
ments without a
that it
would
Bruggemeyer
Bruggemeyer,
present
selected
to
the state-
(Iowa 1977).
However,
party
if one
ments. There was no further communication
prevents
per
a
other
to
parties until
between the
October 1991 when
forming
cooperate
a
condition or fails to
EBP called the
and was informed its
satisfied,
allow the condition to be
the other
trial,
services would be discontinued. At
party
showing compliance
is excused from
Oponski
testified
factor
Const., Inc. v.
with the condition. See Sheer
to terminate EBP’s services was its
decision
Sons, Inc.,
Hodgman
&
system
an alternative
decision to use
benefit
(Iowa 1982) (holding all contracts contain an
require
which did not
benefits statements.
implied
person
term that the the
for whom
will not
the work is contracted
be done
Additionally, there was substantial
contractor);
obstruct, hinder,
delay
evidence that
could have met Slade’s
(Second)
Restatement
Contracts
expectations
cooperation
lack of
but for the
Oponski
after
from the
June
accommodating
testified that EBP was
parties agree
per
Both
Slade’s
complaints
had no
about their
approval of the
statements was
sonal
willingness to tailor the benefit statements to
precedent
a condition
to the contract. The
specifications. According
Shipley,
Slade’s
multiplicity of
nature of the contract and
require
meeting
obstacle
Slade’s
evaluating
factors to be considered
ments was further direction and information
subjective
indicate a
satis
benefit statements
indicated,
he
from the
He
was able
applied.
faction standard should be
See
necessary
any
to make
alterations
Mattel,
Applying this stan
tion to committee. under- lative be recoverable. 346 they given underlying presentation stood had the 797. The rationale the N.W.2d at entity past appropriate gone and it well. rule is that there is no available data of had The fact, hospital gave contrary anticipated profits no In from which could indication. business presentation Corning provided (quoting City the be Id. after the established. of Co., employee Light EBP with additional 225 confidential Iowa-Nebraska & Power (1938). 791, presentation Iowa 282 796 information indicated the N.W. however, rule, favorably is G & H received. The not absolute. was Specialty Soybean Crystal Oil v. Diamond hospital’s The at trial assertion that (S.D.Iowa Foods, 1214, F.Supp. 796 1216 pre failed to EBP meet the insurance and 1992). factual data basis furnishing If a for requirements sentation was inconsistent with profits probable loss of evidence is during parties relationship. the its conduct profits may of be and its future admitted continuing By performance inform without weight should be left to the fact-finder. ing whether the conditions had been Harsha, Thus, ques at the hospital impliedly met the waived the condi prospective tion a of net is whether loss Benson, Ill.App.3d See Forman v. 112 tions. profits has been shown with cer reasonable 629, 535, 68 Ill.Dec. N.E.2d 446 Id.; Oil, tainty. Soybean H G & (words (1983) party in conduct of F.Supp. at 1217. rely with their consistent intention to on the may requirements of the contract constitute record, reviewing After we re waiver); Farnsworth, see E. also Allan ject claim that EBP should Contracts, 8.5, on at 375 Farnsworth recovery barred from because the (conduct (1990) continuing perfor such as profits of magnitude was unaware knowledge with mance that the condition has expected derive from the of life sale is not occurred sufficient to infer waiver of employee at the insurance benefit seminars. condition); 17A Contracts Am.Jur.2d foreseeability on Iowa law focuses § 653 type damages. City Yost v. Council 1991). (Iowa Bluffs, In Damages IV. case, profits lost commis insurance primary asserts two errors in The reasonably sion sales foreseeable. court’s the trial determination of EBP’s dam- per charged knew EBP em $28.50 First, profits. ages for lost it claims EBP’s ployee pro not seminars that did reasonably hospi- were not losses within insurance, opportunity vide an to offer Second, contemplation. posits it tal’s charged per employee if insurance $5 profits of future supplied evidence therefore, was offered. should have rea inadequate speculative. sonably recognized primary source of *8 profits was commission from insurance sales. Generally, profits which would Moreover, anticipated knew the realized had the been have been commissions the sale of life insurance if performed recoverable their loss was underwriting preparing were the costs of contemplation defaulting of the within benefit statements. made, at the time the contract and party was proved can profits be with reasonable prospective Whether showed a Bank, certainty. Harsha v. State Sav. profits certainty loss of net with reasonable (Iowa 1984); 22 Am.Jur.2d question. presents closer At time of presumed § It is that the lost trial, EBP had been in business profits contemplation were in the of the de years, had three conducted three small bene faulting party if profits would have arisen presentations, fits and made a had never had the contract not been breached. Id. EBP, however, profit. presented evidence enrollments, commissions, recognizes Iowa also the new its sales insurance profits pre potential lapse rule which deems and rates from the three benefits business specu completed. it had enterprise from a new commercial too sentations Two these previous presenta- hospitals. products were made to ance sold at the addition, In the court discounted Mr. hospitals’ employee were similar tions. structures General, Haywood’s testimony pro- because he was a to that of Des a similar Moines and marketing ponent type of insurance product From insurance was sold to them. Finally, EBP data, engaged present- EBP was in. projected expected profits its documentary profitability ed no evidence at Des Moines General and subtracted its experience industry, in based on or busi- expenses. variable EBP also evi- enterprises. ness records of similar Shipley’s previous expe- dence of and Bruce’s selling rience and commitment to insurance Additionally, Hay- HAYDEN, J., joins
their new business. Mr. in this concurrence wood, experience part. part an individual with extensive and dissent in employee groups, in the sale of insurance to SACKETT, J., joins this dissent. projected profits testified EBP’s lost extremely conservative. SACKETT, Judge, (dissenting). only required Judge I concur with Habhab that the evi- “present
EBP is
damages
speculative.
might reasonably
expect
dence of
was too
such evidence as
ed to be available under the circumstances.”
disagree
Judge
I
with
Habhab and the
Netteland,
1995). affirm the court. We district
AFFIRMED IN PART AND AF-
FIRMED BY OPERATION OF IN LAW 602.5106(1)(1995).
PART. Iowa Code See DONIELSON, C.J., For affirmance: and In re the MARRIAGE OF Jo HUITINK, CADY, and JJ. Douglas Ann BRUNS and V. Bruns. HAYDEN, SACKETT, For reversal: and HABHAB, JJ. Upon the Petition of HAYDEN, JJ., HABHAB concur Bruns, Petitioner-Appellee, Jo Ann part part. dissent Concerning And SACKETT, J., separately. dissents Bruns, Douglas Respondent-Appellant. V. HABHAB, Judge, (concurring part dissenting part). BRUNS, Plaintiff, Douglas V. majority agree- I concur with the that an breached, ment was made and but believe DISTRICT COURT FOR IOWA speculative permit damages are too recov- COUNTY, LINN Defendant. ery rule. EBP had under the new business *9 only years, three con- been business for No. 94-482. presentations, and ducted three benefits Appeals of Iowa. Court profit. previous had never made a groups were made to less than May planned half the size of those for the limited evidence of the statis- make-up previous groups, an im- tical
portant gauging There factor enrollment. also different dollar limits on the insur-