Opinion
NO. 2012-CA-000080-MR
02-15-2013
JAMES A. EVANS APPELLANT v. JOE CAMPBELL APPELLEE
BRIEF FOR APPELLANT: Theodore H. Lavit Cameron C. Griffith Lebanon, Kentucky BRIEF FOR APPELLEE: Benjamin D. Allen Lexington, Kentucky
NOT TO BE PUBLISHED
APPEAL FROM MADISON CIRCUIT COURT
HONORABLE JEAN CHENAULT LOGUE, JUDGE
ACTION NO. 07-CI-01580
OPINION & ORDER
DISMISSING
BEFORE: CLAYTON, COMBS, AND NICKELL, JUDGES. COMBS, JUDGE: James A. Evans appeals from an order of the Madison Circuit Court denying his motion for summary judgment in an action for breach of contract. The case proceeded to trial after summary judgment was denied, and the trial court entered judgment based upon a jury's verdict rendered against Evans. After our review, we must dismiss the appeal.
Joseph L. Campbell founded Interstate Equipment Sales and Rentals, Inc., in 1994, and he served as its president. Its principal place of business is in Madison County.
Shortly after Campbell became acquainted with Evans, Campbell offered him a position as sales manager with Interstate Equipment. In order to memorialize the terms of his employment, Evans drafted a letter of agreement which he tendered to Campbell on July 5, 2006. The agreement set forth Evans's annual salary, described his benefits, and included a formula for computing his commissions on sales. The agreement provided that "[t]he terms of this employment are agreed upon by both parties for a term of one year, beginning on August 1, 2006." Campbell signed the agreement. Evans left the employment or was terminated after only three months on the job.
On December 27, 2007, Evans filed a lawsuit alleging wrongful discharge and breach of contract against Interstate Equipment and against Campbell, individually. The complaint also included a claim based upon principles of promissory estoppel. On September 29, 2008, Evans filed a motion for summary judgment. The trial court denied the motion two weeks later, and pre-trial discovery resumed.
In January 2010, Interstate Equipment initiated Chapter 11 bankruptcy proceedings. The claims asserted against the corporation were dismissed in August 2011, leaving only one issue to be decided: whether Campbell had signed the contract in his representative capacity as principal of the corporation (now defunct) or in his individual capacity (arguably leaving him susceptible to liability).
A trial was conducted on December 12, 2011. From the evidence presented at trial, the jury was not persuaded that Evans and Campbell understood and agreed that Evans would work for Campbell individually rather than for the corporation -- or that Campbell individually assumed responsibility for the corporation's fulfillment of the contract. Consequently, the jury rejected the argument that Campbell was individually liable to Evans under the terms of the agreement. It rendered a verdict in Campbell's favor, and this appeal followed.
On appeal, Evans argues that the trial court erred as a matter of law by failing to grant his motion for summary judgment. He contends that there was no ambiguity as to Campbell's personal liability under the contract since he signed the agreement without any notation as to his capacity as a representative of Interstate Equipment. Campbell counters by contending that the denial of Evans's motion for summary judgment is not reviewable on appeal.
More than fifty years ago, Kentucky's highest court decided the issue of whether denial of a motion for summary judgment is appealable. Its reasoning remains sound precedent today. In Bell v. Harmon, 284 S.W.2d 812, 814 (Ky.1955), the former Kentucky Court of Appeals (now our Supreme Court) held as follows:
However, we think sound reasoning supports the conclusion that an order denying summary judgment should not be reviewed on appeal. (In passing it may be
noted that an order granting such judgment is a final order and is of course, forthwith appealable.)
Summary judgment procedure is not a substitute for trial. It is a time saving device, and the motion should only be sustained if the court is fully satisfied that there is an absence of genuine and material factual issues, and all doubts are to be resolved in favor of the party opposing the motion.
* * * *
Our refusal to review an order denying a motion for summary judgment can in no sense prejudice the substantive rights of the party making the motion since he still has the right to establish the merits of his motion upon the trial of the cause. If the contrary were held, one who had sustained his position after a fair hearing of the whole case might nevertheless lose, because he had failed to prove his case fully on an interlocutory motion.
However, there is a limited exception to this general rule barring appeals of the denial of a summary judgment motion. In order to invoke the exception that will allow an appeal, the following four factors must all coincide: (1) the facts were not in dispute; (2) the only basis of the ruling was a matter of law; (3) the motion was denied (when it obviously should have been granted based on the first two factors); and (4) there was an entry of a final judgment in favor of the nonmovant. Transp. Cabinet, Bureau of Highways, Commonwealth of Kentucky v. Leneave, 751 S.W.2d 36 (Ky. App. 1988).
The interpretation of a contract is ordinarily a matter of law for a court's determination. Nonetheless, ambiguities with respect to the parties' intent can constitute material issues of fact that preclude the entry of summary judgment. See Cantrell Supply, Inc. v. Liberty Mutual Ins. Co., 94 S.W.3d 381 (Ky. App. 2002). Evans contends on appeal that there were no material facts in dispute in this action.
However, he has contradicted this very argument by contending before the trial court that "genuine issues of material fact" existed regarding the conduct of the parties' negotiations and regarding the issue of whether Campbell signed the letter in his individual capacity. Evans's letter agreement provided that the agreement existed between "James A. Evans (myself) and Joe Campbell (you)..." Yet the letter also recited that Evans was to be employed by the corporation and that the corporation alone was to provide his salary, commissions, and other benefits. Furthermore, although Campbell signed his name without a notation as to his representative capacity, there was no indication in the language of the agreement that he intended to personally guarantee the corporation's performance.
Facts were also vigorously disputed at trial as to whether Campbell ever actually terminated Evans's employment.
Thus, the agreement was patently ambiguous. It could not be resolved as a matter of law because numerous questions of fact were at issue. The trial that followed the denial of the motion for summary judgment was both appropriate and necessary. This case clearly does not fall within the exception fashioned by Leneave, supra. Consequently, this appeal must be and is HEREBY DISMISSED.
ALL CONCUR.
Sara W. Combs
Judge, Kentucky Court of Appeals
BRIEF FOR APPELLANT: Theodore H. Lavit
Cameron C. Griffith
Lebanon, Kentucky
BRIEF FOR APPELLEE: Benjamin D. Allen
Lexington, Kentucky