Talbott v. Roswell Hospital Corp.6/22/2005
990) (observing that "except for statutory enactments which require a writing as a precondition to enforceability . . . there is no difference between oral and written contracts "). Conversely, neither the existence of an "agreement" nor the Hospital's characterization of the relationship in the minutes definitively establishes the existence of a contractual relationship. See, e.g., Smith v. Vill. of Ruidoso, 1999-NMCA-151, 29-35, 128 N.M. 470, 994 P.2d 50 (holding that an agreement, premised on a gratuitous promise, was not sufficient to support the existence of a contract); Rivera v. Sagebrush Sales, Inc., 118 N.M. 676, 679, 884 P.2d 832, 835 (Ct. App. 1994) (observing that a party's characterization is not dispositive of the legal question whether a contractual relationship exists).
Because no single factor is decisive, we must consider the attributes of contractual relationships, in light of the dealings between the Hospital and MAT as a whole, to determine whether a contract existed. Cf. Gormley v. Coca-Cola Enters., 2004-NMCA-021, 20, 135 N.M. 128, 85 P.3d 252 (observing that the totality of the circumstances must be considered when evaluating whether an implied contract of employment exists), aff'd, 2005-NMSC-003, 137 N.M. 192, 109 P.3d 280. The essential attributes of a contract include an offer, an acceptance, consideration, and mutual assent. See DeArmond v. Halliburton Energy Servs., Inc., 2003-NMCA-148, 9, 134 N.M. 630, 81 P.3d 573. Among these elements, we conclude that the proof of an offer, and of consideration, was equivocal.
"An offer is a communication of a willingness to enter into a contract." UJI 13-805 NMRA. A contract is defined as "a legally enforceable promise [set of promises]." UJI 13-801 NMRA. Among other things, the offeror must have intended, by the communication, to give the offeree the power to create a contract through acceptance. UJI 13-805. In this case, no direct evidence appears to have been presented on the question of intent, and conflicting inferences could be drawn from the indirect evidence. Witnesses testified that an oral agreement was reached, and that operations commenced pursuant to that agreement. This suggests that the necessary willingness and intent were invested. However, representatives of both the Hospital and MAT also testified that there was no contract between them and that the negotiations to create a written, formal contract were unsuccessful. The Hospital representative testified that there was not even an agreement. From this, a lack of willingness to enter a contract could be inferred. These conflicting inferences should have been resolved by the jury. See Eckhardt, 1998-NMCA-017, 39.
The proof of consideration was similarly ambivalent. "A valid contract must possess mutuality of obligation. Mutuality means both sides must provide consideration." Bd. of Educ. v. James Hamilton Constr. Co., 119 N.M. 415, 420, 891 P.2d 556, 561 (Ct. App. 1994) (citation omitted). "Consideration consists of a promise to do something that a party is under no legal obligation to do or to forbear from doing something he has a legal right to do." Heye v. Am. Golf Corp., 2003-NMCA-138, 12, 134 N.M. 558, 80 P.3d 495; see Restatement (Second) of Contracts ยงยง 73, 75, at 179, 189 (1981). "Furthermore, a promise must be binding. When a promise puts no constraints on what a party may do in the future -- in other words, when a promise, in reality, promises nothing -- it is illusory, and it is not consideration." Heye, 2003-NMCA-138, 12.
The Hospital's agreement to permit MAT to use its helicopter pad and to give MAT preferential status, as well as its assurance that MAT would not be displaced arbitrarily, would suffice
Page 1 2 3 4 5 6 7 8 9 New Mexico Personal Injury Attorneys
Personal Injury Lawyers
|