This opinion will be unpublished and

may not be cited except as provided by

Minn. Stat. § 480A.08, subd. 3 (1996).




Robert Stapley,



Wyatt Preferred Choice, et al.,


Filed April 22, 1997

Reversed and remanded

Peterson, Judge

Hennepin County District Court

File No. 957730

Marshall H. Tanick, Daniel R. Kelly, Mansfield & Tanick, P.A., 1560 International Centre, 900 Second Avenue South, Minneapolis, MN 55402-3383 (for Appellant)

Thomas B. Hatch, Richard H. Kyle, Jr., Robins, Kaplan, Miller & Ciresi, 2800 LaSalle Plaza, 800 LaSalle Avenue, Minneapolis, MN 55402-2015 (for Respondents)

Considered and decided by Norton, Presiding Judge, Peterson, Judge, and Mulally, Judge.[*]



Appellant Robert Stapley challenges the district court's grant of summary judgment in favor of respondent Wyatt Preferred Choice. Because we find that genuine issues of material fact exist, we reverse and remand.


Wyatt Preferred Choice maintains a transaction processing center in Eden Prairie, which provides administrative and record keeping services to employers who sponsor 401(k) plans for their employees. In the fall of 1994, Wyatt decided to hire a data center manager to work at its Eden Prairie facility and Robert Stapley became a candidate for the position. At the time, Stapley was employed in Philadelphia and owned a home just outside the city.

In an October 3, 1994, letter, Timothy Hankins, managing director of Wyatt, offered Stapley the position in Eden Prairie. The offer included a $160,000 annual salary, a $64,000 relocation allowance, and an annual incentive bonus based on company, profit center, and individual fiscal year performance. The offer stated:

Your employment with [Wyatt] is not for a specific term and may be terminated by you or by [Wyatt], with or without cause, at any time and for any reason.

By letter dated October 10, 1994, Stapley accepted the offered position and expressed his preference to begin employment in November 1994.

After accepting the position, Stapley continued to discuss with Wyatt various terms of his employment. Stapley expressed concerns about moving his family to Minnesota from Philadelphia without job and financial security. Stapley also expressed concerns about the calculation of his bonus.

Wyatt addressed Stapley's concerns in a letter dated October 28, 1994. The letter stated that its purpose was "to update the offer extended to [Stapley] on October 3, 1994." The letter then asked Stapley to consider several contract provisions. One provision stated:

Wyatt is willing to enter into a severance agreement that will provide six (6) months of severance upon termination for valid business reasons.

Another provision stated that for fiscal year 1995, Wyatt would guarantee Stapley a minimum bonus of 15% of his prorated fiscal year salary. The letter also described a relocation package offered to assist Stapley in moving from Pennsylvania to Minnesota. The letter concluded with a request that Stapley, "Please sign and return the original agreement, keeping a copy for your files." Beneath this request was the phrase "Relocation Package Accepted" above a space for Stapley's signature and a space for the date. Stapley signed in the space provided on October 31, 1994.

In a November 1, 1994, e-mail memorandum, Hankins welcomed Stapley aboard and outlined several issues that required Stapley's attention. Stapley began working at Wyatt and received his first paycheck in November 1994.

In a November 9, 1994, e-mail message to Hankins, Stapley expressed concerns about his relocation package and stated:

I'm going to need more help than anticipated to make this move and make it work. Can we explore options that accomplish this in a more positive way? * * *

Believe me. I want to discuss this and make it work. Let me know your thoughts.

After further discussions, the relocation package was not changed.

Because Stapley had not yet sold his home and moved to Minnesota, he spent November and December of 1994 commuting from Philadelphia to work at Wyatt two to three days a week. Hankins felt that the Eden Prairie location could not be managed from a distance and was "not comfortable with the way things [were] working out" with Stapley. Hankins notified Stapley of these concerns.

Stapley also expressed dissatisfaction with his employment at Wyatt. Notes dated January 5, 1995, indicate that Stapley was not happy with the position that had developed at Wyatt and outlined areas of his employment with Wyatt that were not satisfactory.

Wyatt terminated Stapley's employment effective January 15, 1995. Stapley filed suit claiming that Wyatt breached provisions in his employment contract that entitled him to six months' severance pay and a guaranteed bonus. Stapley also claimed damages on a promissory estoppel theory based on representations that he would be employed by Wyatt for at least three years.


On appeal from summary judgment, this court determines whether any genuine issues of material fact exist and whether the district court erred in applying the law. Offerdahl v. University of Minn. Hosps. & Clinics, 426 N.W.2d 425, 427 (Minn. 1988). We view the evidence in the light most favorable to the nonmoving party. Id. Summary judgment is proper when the nonmoving party has failed to provide the court with specific facts indicating the existence of a genuine issue of material fact. Erickson v. General United Life Ins. Co., 256 N.W.2d 255, 258-59 (Minn. 1977). To successfully oppose a motion for summary judgment, the nonmoving party must demonstrate at the time the motion is made that there are specific facts that create a genuine issue for trial. Id.

1. Employment Agreement

When disputed, the existence of a contract and its terms are questions of fact to be decided by the fact-finder. Morrisette v. Harrison Int'l Corp., 486 N.W.2d 424, 427 (Minn. 1992). In determining the existence of a contract, the fact-finder

does not need to rely on words alone, but can "consider the surrounding facts and circumstances in the context of the entire transaction, including the purpose, subject matter, and nature of it."

Id. (quoting Capital Warehouse Co. v. McGill-Warner-Farnham Co., 276 Minn. 108, 114, 149 N.W.2d 31, 35 (1967)). The surrounding facts and circumstances can also be considered when construing disputed and ambiguous contract terms. Donnay v. Boulware, 275 Minn. 37, 44-45, 144 N.W.2d 711, 716 (1966).

A promise of employment on particular terms, if in form an offer and accepted by the employee for consideration, may create a binding unilateral contract that modifies one's at-will employment. Pine River State Bank v. Mettille, 333 N.W.2d 622, 626-27 (Minn. 1983). The offer must be definite in form and communicated to the offeree. Id. at 626. It may be inferred from words spoken or from the parties' conduct. Cederstrand v. Lutheran Bhd., 263 Minn. 520, 532, 117 N.W.2d 213, 221 (1962).

Whether a proposal is meant to be an offer for a unilateral contract is determined by the outward manifestations of the parties, not by their subjective intentions.

Pine River State Bank, 333 N.W.2d at 626. The employer's intent is found

"by applying the words used, with all their reasonable implications, to the subject matter as the parties themselves, under all the surrounding circumstances, must have applied, used, and understood them."

Cederstrand, 263 Minn. 533, 117 N.W.2d at 222 (quoting Hartung v. Billmeier, 243 Minn. 148, 151, 66 N.W.2d 784, 788 (1954)).

The district court concluded that "an employment agreement was never reached" and that

there is no legal basis upon which [Stapley] should be entitled to collect moneys for an alleged contract that was terminable by either at will and which was never accepted by him.

Stapley argues that the district court erred because the October 28, 1994, letter was a signed employment agreement. Stapley argues that the issue before the district court was whether the employment agreement was breached.

Viewing the evidence in the light most favorable to Stapley, we conclude that genuine fact issues exist regarding whether a contract was formed, the terms of the contract, and whether the contract was breached. The October 3, 1994, letter to Stapley offered him a position at Wyatt and set forth terms of the offer. Negotiations between the parties followed and the October 28, 1994, letter updated the offer. Stapley signed the October 28 letter indicating acceptance of the offer and worked for Wyatt for more than two months. Wyatt recognized the existence of an employment relationship when it informed Stapley that his employment was terminated.

The fact that the parties continued to negotiate regarding the terms of Stapley's employment does not conclusively demonstrate that no employment agreement was ever reached. The evidence establishes an issue of fact whether Stapley accepted the offer described in the two letters, began employment with Wyatt pursuant to the terms of the offer, and continued negotiating regarding modifications or additions to the terms of his employment. Accordingly, we reverse the grant of summary judgment and remand for further proceedings.[1]

2. Promissory Estoppel

Stapley argues that he is entitled to relief under a promissory estoppel theory and that the district court erred in granting Wyatt summary judgment on this issue. The district court did not, however, grant Wyatt summary judgment on this issue. The district court did not address Stapley's promissory estoppel claim. There is no mention of promissory estoppel in the district court's orders and memoranda issued in response to Wyatt's initial and renewed motions for summary judgment. Because the record does not show that this issue was considered by the district court when deciding Wyatt's motions for summary judgment, we will not consider this issue on appeal. See Thayer v. American Fin. Advisers, Inc., 322 N.W.2d 599, 604 (Minn. 1982) (reviewing court must limit itself to considering only issues that record shows were presented and considered by trial court).

Reversed and remanded.

[ ]* Retired judge of the district court, serving as judge of the Minnesota Court of Appeals by appointment pursuant to Minn. Const. art. VI, § 10.

[ ]1Because we reverse the grant of summary judgment, we need not address Stapley's argument that the district court improperly acted sua sponte when dismissing his claim for severance pay.