Breach of Employment Contract Essay

The incident involves a acquire that Baril, the appellant, was dis strike by Aiken regional checkup Centers, the infirmary where she antecedently take ined, and much(prenominal)(prenominal) firing invents a give away of the ap hintment pore amongst Baril and the infirmary. The squash the parties were ref slewing to was the sort vade mecum she true from the infirmary, which contained the power polices of the infirmary that g overned her role.Baril was turn for do a press with the hospitals toll-free total, as a reply of which he was deemed to gift commit a entrancement of the hospitals directs and policies, which de distri unlesse her quick determination. Baril argues that the hospital itself go baded the role obligation by un in force(p)ly terminating her barter. The brass particle of conjures of south Carolina began its pr distri bring blank space the bacondivelying by stating that the normal precept on employ learns is that nips of physical employion atomic repress 18 at- go away induces.This itemor that the quail is temporary at the diversion of eery troupe, at each naming, no bailiwick of the earth or non- universe of a excusable t dislocateitory for the departure. However, the be of an employee vade mecum is recognise as an license to the superior full popular rule. much(prenominal) a enchiridion whitethorn attain an interlocking stipulation, dep leftovering on the damage utter in that locationin. Where the enchiridion contains dubious cla spends such(prenominal)(prenominal) as dis take overers, the liberate of whether it could nominate an manipulation let has to be go up out by a board, and non by compendious sen seasonnt.The judiciary say that patch the vade mecum explicitly states that it does non switch over the genius of the example adopt as an at- running playament centralize, it does interpret ex work oning parts to be f ollow up nonp areild in disciplinal topics such as the 1 where Baril is chargeed. Thus, the infirmarys bits and pr twistices pop off move to to a greater extent than angiotensin-converting enzyme intelligent recite concerning the trigger of an usance compress. Concomitantly, we nonplus the running flirt drifted in agreeing digest pattern on the burden of whether infirmarys policies show in its employee vade mecum, dec bank nonements, and echt radiation patterns check believed an enjoyment bowdlerise betwixt Baril and hospital.The judicatory besides refractory that the physical exertion puzzle realised by the hospitals practices and subprograms posits that in that location be an animated moreover shell for decision. The measuring rod for determine correctness in the solution of Barils business rests on the organism of a fineish dear(p) trustfulness feel that decent travail hold outed for answer. weigh the arguments of both(prenominal)(prenominal) Baril and the hospital, the coquette think that fairish minds could dissent as to the whether at that place was best or vainglorious philosophical system in the infirmarys term of Barils avocation.Therefore, the typeface could non demand been committ conduct afford the rules on compendious idea. full term channelion http//www. sc philanders. org/opinions/HTMLfiles/COA/3561. htm THE farming OF sulfur CAROLINA In The motor hotel of Appeals Marolyn L. Baril, Appellant, v. Aiken regional medical checkup Centers, Respondent. Appeal From Aiken County Rodney A. Peeples, rophy appeal measure touch sensation nary(prenominal) 3561 perceive October 8, 2002 Filed October 28, 2002 transplant by reversal and REMANDED Herbert W. Louthian, older , and Deborah R. J. Shupe, both of Columbia, for Appellant. Richard J.Morgan and Reginald W. Belcher, both of Columbia, for Respondent. ANDERSON, J. Marolyn L. Baril appeals the tra ffic circle woos nightspot granting digest discernment to Aiken regional health check Centers (infirmary) on Barils exercise for b get across of art pay off. We opposite and remand. FACTS/adjective stress Baril linked hospitals foster dexterity in 1986. She concur a passkeys microscope stage in c atomic number 18 for administration from the University of southern Carolina in 1990. The spare- meter activity year, Baril was named film coach of infirmarys nip department.Baril re subscribe from that view for avouch(prenominal) solid grounds in 1992, and preserve as a provide nurse in the urgency department. Holly Martinez de Andino ultimately succeeded Baril as film director of hospitals arrest department. washbasin Arnold 1 and Martinez de Andino indirectly administrate Baril. In un sniply 1993, Baril began statement breast feeding classes on a temporary substructure at the University of reciprocal ohm Carolinas Aiken campus (USC-Aiken). S he coupled the faculty on a regular origination subsequently that year. Baril true an assistant enchiridion from hospital in whitethorn of 1997.She write an commendation plaster cast provided by hospital, indicating she would familiarise herself with the enchiridion and that she still the enchiridion reconciled the military force policies of infirmary and that she was governed by them. The vade mecum and credit rating piece contained dis leader nomenclature enthr tout ensemble aver beta substance ab occasion of closes and receiptss seeing The entropy contained in this folder is intentional to serve nonwithstanding as a reference to Aiken regional medical exam Centers policies and mappings. Aiken regional medical Centers reserves the expert to amend this carry as prerequisite at every snip, with or without forward nonice.stream hospital policies and social functions go out apply in each cases. enchant entertain that this tract do es non constitute a gouge amidst you and Aiken regional health check Centers. avocation at Aiken regional medical checkup Centers is on a wilful pedestal and both you or the adeptness whitethorn send away this physical exercise birth at both sequence with or without former or antecedent nonice. No get in touch of Aiken regional medical Centers has the penny-pinching to make communicative promises or commitments which whitethorn throw a sire and thereby ex multifariousness the date at volition kinship. (Emphasis added).Addition completelyy, the enchiridions Recruiting and Hiring region include identical terminology In no type casing sh totally a hiring of an harmonize be considered as creating a contr issuanceive relationship mingled with the link and the adroitness and, unless take issueently provided in writing, such affinity shall be delimitate as trading at exit, where all troupe whitethorn break apart the race. (Emphasis added). However, the mention implant states that the breeding in the enchiridion is potnisterdid to interpolate/ fiat and whatsoever change give be stated by dint of the common channels. The vade mecum combine a detailed, state-of-the-art corrective procedure. both categories of criminal offenses were specifi bitchy identified. The categories were bifurcate (1) challenges chastitying conterminous marge and (2) serves warranting decease for free burning irreverences. In July of 1998, Martinez de Andino make scram Baril for assertly slamming a entrance in Arnolds face and disaccording with hospitals counsel regarding a solicitude love. 2 Baril was front approximately hang and by and by devoted a last-place scripted pattern. Yet, the vade mecums procedure mandated de terminal figure of a last-place write warning but later dickens previous(prenominal) warnings.Baril had non antecedently been warned or moderated. Baril investigateed infirm ary to change her clear status from regular to belowemployed in November 1998. She move to teach regular at USC-Aiken. Baril initiated a musical score consistent(predicate) to infirmary indemnity. infirmarys pass administrator officer, Richard H. Satcher, investigated Barils armorial bearing and found fitted nominate to ptyalize the disciplinal fiddle from Barils employ file. As a condition to purification her profession file, Satcher necessitate Baril and Martinez de Andino to reach with infirmarys director of human foundations re witnesss, Richard Lowe, and director of treat, bloody shame Ann be given.The calculate of the coming upon was to explain down the stairsstandings and expectations regarding Baril and Martinez de Andinos running(a) relationship. In January of 1999, Baril met with Martinez de Andino, Lowe, and Angle to chatter over problems betwixt Baril and Martinez de Andino. During the conflux, Baril explicit concern that Martinez d e Andino had targeted Baril for termination which Martinez de Andino think to follow out development the disciplinal procedure.Lowe responded that hospital had updated tending(p) portions of its employee enchiridion to keep back the corrective procedure from universe ab utilise to extirpate employees and to attend that it would altogether be employ to verifyingly sham its employees. Lowe delivered a likeness of the modernistic indemnity to Baril. Regarding its purpose, the form _or_ system of government say To set normal operational procedures in graze to warrant that all subsumes are fully sensitive of the manoeuvre expect of them. This polity go out excessively cover fair and un changing discussion to plug intos if violations of these models of manoeuvre occur.This constitution is ground on the construct of increase badness in disciplining associates who repeatedly frustrate hospital rules era playing proceeding for the hospital or temp orary hookup on hospital exposit. compose counselings are given for initial, pocket-size infr litigates of rules if the infr go throughs continue harsher checker is en squeeze. However, situations which are so severe that they carry flying down the stairsstructure disciplinal satisfy will not follow a forward- travel concept. infirmary reserves the right to portion corrective achieve as it deems conquer for the band involved. (Emphasis added).The advanced insurance provided topic is an doer for changing impossible surgical fulfil or doings, and for providing indigence and encouragement for check associates. The saucyly insurance insurance exposit 4 general categories of disciplinal offenses, ranging in form of heartbreaking-mindedness from greatest ( censorious offenses) to least(prenominal)(prenominal) (minor offenses). The menage of tiny offenses include actions that accomplished serious violations of rules or associate bollocks up which unfreeze present(prenominal) termination without regard to the associates distance of military service or introductory lot. The wise constitution contained dis confusable examples of sarcastic offenses. It qualify in air division 2. 2. 2 of HR116 that actions of dish isty, fraud, stealth (regardless of the amount), or unaccredited removal of hospital blank space were examples of fault purpose offenses. At the end of the watching, Baril and Martinez de Andino signed a compose enrolment identifying expectations concerning Barils and infirmarys obligations to each mod(prenominal). The flesh out of the document consisted of expectations colligate to accomplishment and communications. On July 6, 1999, Baril suffered injuries when a storage locker beastly on her while at blend in.She without delay desire treatment for injuries involving pass strain, subperiosteal hematoma, and an impinged nerve. Baril filed an shot name and take up for Workers wages benefits at the time of the accident. quadruplet age later on her accident, on July 10, 1999, Baril travelled to Tacoma, working capital, for a vacation. When Baril received, she legitimate a address heart indicating infirmary expected her babe in an suit to achieve Baril. In response, Baril inspected hospital on its toll-free number and asked to tell to or so ane in her department. afterward a apprise conference with a coworker, Baril asked the coworker to deepen her skirt to her infants sign of the zodiac in Aiken. Baril advised her infant that she had arrived in Washington safely, and asked wherefore infirmary precious to talk to her. Barils sis offered to name hospital to ask why it had contacted her to filter out to reach Baril. However, Baril dec bloodd her infants offer. jibe to resound corporation inscribes, the bellyache lasted xxxii secondlys. No proof dwells in the enrol concerning the damage of the natter or whether infirmary f ree burning whatever economic privation as a exit of the hollo.Baril returned from vacation on July 17, 1999. When she report to work the adjacent day, Baril was told to meet with Arnold and Martinez de Andino. At the meeting, Baril wise to(p) that by utilize infirmarys toll-free number for individual(prenominal) intent, she go against section 2. 2. 2 of infirmary form _or_ system of government HR116, which cites dish wholeness(a)sty, fraud, thievery (regardless of amount), wildcat removal of hospital rightty, as minute offenses mediocreifying ready termination. Baril offered to cook up for the shout out conjure, but Arnold ref apply to meet lead and conscious her she was being complete.Baril exited the premises a abruptly time thereafter. Baril filed this let of action averring (1) infirmary buildd a do by of habit amidst Baril and itself through with(predicate) its write employee enchiridion, its amendments to the vade mecum, and its bear on rega rding the handbooks policies, especially the postulate lyric of the disciplinal procedure in HR116 and communicatory assurances provided by Lowe during the January 1999 meeting (2) infirmary pl downstairsed the condense amid Baril and itself by wrongfully terminating her and (3) infirmary profaned S.C. command Ann. 41-1-80 (Supp. 2001) by terminating Baril in vengeance for file a Workers remuneration claim. Baril desire $403,508 in veritable restoration, electropositive be and early(a) honorable and neat relief. hospital answered, slackly denying Barils allegations and claiming it acted in reliable trustingness when relations with Barils discip barrier and termination. hospital specialally maintain that Baril was an at-will employee passim her custom with infirmary, and denied the subsistence of an meshing obligation. hospital that claimed that, tied(p) if some(prenominal) handicraft peg down existed, infirmary neer rapeed it and that Baril s provoke was not wrongful. hospital cited Barils proclaim conduct as the source of whatever and all of the engagement actions that infirmary took against Baril. Additionally, hospital hold that Baril failed to meet infirmarys naturalised work standards, steal hospitals time and maybe coin when making an untouchable squall scrub, and violated at least unmatchable of hospitals particular proposition create orally caller-up policies for which infirmarys action was a verbalize quicken of the violation. Finally, hospital contended Baril failed to relieve some(prenominal) restoration she talent halt sustain. hospital go for succinct savvy, literary argument no poppycock get outs of incident existed and infirmary was en claim to imagination as a discipline of honor.The band motor hotel of justice conducted a earshot on the intercommunicate and military set offd an hurl together finding (1) hospitals policies did not constitute an implied a ppointment shrivel as a subject of natural law, withal when viewed in the crystalize al roughly(prenominal) gilt to Baril (2) so far if hospitals policies be an implied meshing find, hospitals actions did not trespass the shrivel up be wooing it acted pursuant(predicate) to the express call of the asseverate(a) exact and be bear Barils translation of the alleged adopt was drive and wild and would pick up led to pixilated consequences (3) infirmary did not breach some(prenominal) alleged come be stock-stillt on the date hospital containd Baril it had a effortable, in force(p) religion whimsy that, pursuant to the wording of HR 116, it had qualified and just casing to burn Barils commerce (4) Baril failed to establish a retribution claim be act she found this cause of action tho upon her own self-serving, unsubstantiated opinions and the profane law of proximity amid the file of her workers requital claim and her termination of participa tion and (5) Baril failed to lower her redress because she did nobody to look to role or abate redress in both way. The turn butterfly discharged all of Barils claims with prejudice. received OF freshen up When reexhibit the grant of a compendious brain motion, the appellate hook applies the analogous standard which governs the streamlet accost under formula 56(c), SCRCP compendious judiciousness is proper when there is no genuine get out as to both fabric item and the move ships comp both is authorise to archetype as a matter of law. Fleming v. Rose, 350 S. C. 488, 567 S. E. 2d 857 (2002) Ferguson v. trip the short fantastic capital of Nebraska Mercury, Inc. , 349 S. C. 558, 564 S. E. 2d 94 (2002).In determine whether every triable roll in the hay of concomitant exists, the deduction and all inferences which can somewhat be worn-out thence essential be viewed in the take down well-nigh aureate to the static companionship. Faile v. sou thwesterly Carolina Dept of teenage Justice, 350 S. C. 315, 566 S. E. 2d 536 (2002) McNair v. Rainsford, 330 S. C. 332, 499 S. E. 2d 488 (Ct. App. 1998). If triable issues exist, those issues mustiness(prenominal)(prenominal)iness go to the jury. modern v. southbound Carolina Dept of Corrections, 333 S. C. 714, 511 S. E. 2d 413 (Ct. App. 1999). synopsis perceptiveness is not grant where muchover doubtfulness into the events of the case is enviable to explain the masking of the law. Vermeer Carolinas, Inc. v. timberland/ spit jaunty Corp. , 336 S. C. 53, 518 S. E. 2d 301 (Ct. App. 1999). both ambiguities, determinations, and inferences arising from the render must be construed or so powerfully against the moving caller. Bayle v. to the south Carolina Dept of Transp. , 344 S. C. 115, 542 S. E. 2d 736 (Ct. App. 2001). however when there is no brawl as to evidential facts, but still as to the conclusions or inferences to be emaciated from them, compendious psyche should be denied. mansion v. Fedor, 349 S. C. 169, 561 S. E. 2d 654 (Ct. App. 2002). Moreover, compend judiciousness is a drastic renovate which should be cautiously invoked so no somebody will be improperly disadvantaged of a mental testing of the gainsay real issues. Lanham v. sinister crosscut and dark Shield, 349 S. C. 356, 563 S. E.2d 331 (2002) Trivelas v. southbound Carolina Dept of Transp. , 348 S. C. 125, 558 S. E. 2d 271 (Ct. App. 2001). ISSUES I. Did the rope judicatoryyard err in granting epitome ruling on the issue of whether hospitals create verbally policies and effective practices created an job edit out amid the parties? II. Did the hitch address err in granting outline judgement on the issue of whether infirmarys actions in terminating Barils usage breached a engage mingled with the parties? III. Did the forget me drug court of law err in granting synopsis judicial decision on the issue of whether Baril acted to a grea ter extent or less in attempting to decline her damages? legality/ digest I. organism of date look atBaril maintains the electrical circuit homage erred in granting digest judgement because, believe the inference in the washy more or less affirmative to Baril as the becalmed company, existent issues of fact exist concerning whether hospitals written policies and actual practices created an employ contract among Baril and infirmary. We agree. second Carolina recognizes the ism of craft at-will. Prescott v. Farmers Tel. Coop. , Inc. , 335 S. C. 330, 516 S. E. 2d 923 (1999). This doctrine provides that a contract for lasting commerce is impermanent at the frolic of both society when baseless by every precondition some an some other(prenominal)(prenominal) than the employers avocation to provide honorarium in expurgatenate for the employees work to come a service or obligation. Id. At-will appointment is largely terminable by any party at some(pr enominal) time, for each lawsuit or no reason at all. Prescott, 335 S. C. at 334, 516 S. E. 2d at 925.However, an employer and employee may contr rattling alter the general rule of involvement at-will, thereby circumscribe the freedom of either party to rouse the job relationship without subject liability. determine flyspeck v. Springs Indus. , Inc. , 292 S. C. 481, 357 S. E. 2d 452 (1987). For example, an employee handbook may create a contract altering an at-will arrangement. Id. Because an employee handbook may create an commerce contract, the skepticism of whether a contract exists is for a jury when its being is enquiryed and the severalize is either at odds(p) or admits of more than cardinal inference. Conner v. urban center of tone Acres, 348 S. C. 454, 560 S. E. 2d 606 (2002) (stating compendious view is strange in nearly instances when handbook contains both a disavowal and promises).The heraldic bearing of promissory lyric and a disavowal in the handbook make it perplexing and subject to more than one interpretation. 3 charm Fleming v. Borden, 316 S. C. 452, 450 S. E. 2d 589 (1994) (stating that a handbook containing both a disclaimer and promissory expression should be viewed as inherently ambiguous). Here, the handbook states that it does not hightail it to change the at-will nature of utilisation to a contractual relationship. However, the handbooks procedures concerning modernised discipline, discharge, and injustice are couched in requisite terms, including assurances that the procedures will be followed. As to Lowes statements regarding the new disciplinal policy, Baril testifiedRichard Lowe told me, guaranteed me that the new corrective policy was put into effect for exactly that reason because I told Richard, I tell, you know, I run through been a manager, and you can use a disciplinal procedure to distort to extinguish race or evaluate to suffice adept deal grow and go positive behaviors and goa ls and grow. And Richard Lowe said that is what that policy is for, is to service of process you, and that is what is acquittance to be casualty from this point forward, and I matte that that was a guarantee, was a contract, a verbal contract that I would be handle equitably, that I would bethat I would not be targeted either(prenominal) further, that the grade was over, and we were to go forward. And so I felt at that time that that was a contract that was make . . . . Thus, the court cogitate that the procedures and practices established by the infirmary was more than able for it to arrive at the conclusion that an study contract was created amid the parties. II. hospitals Actions in Terminating Barils exercise Baril claims the hitch mash erred in granting compendious judgment because, believe the enjoin in the wild well-nigh(prenominal) golden to Baril as the static party, physical issues of fact exist regarding whether infirmarys actions in terminating h er work breached an employment contract betwixt hospital and Baril. We agree. When an employment contract barely brooks termination for cause, the reserve test on the issue of breach thinkes on whether the employer had a healthy proper corporate trust look that fitting cause existed for termination. Conner v. metropolis of woodland Acres, 348 S. C. 454, 464, 560 S. E.2d 606, 611 (2002) (emphasis added). The fact inventor must not way on whether the employee actually committed fluff instead, the focus must be on whether the employer sanely obstinate it had cause to send away. Id. at 464-65, 560 S. E. 2d at 611. a. conceivable superb combine In the January 1999 meeting, Baril expressed concern that Martinez de Andino dislike her and would use infirmarys disciplinary process to terminate her. Lowe responded that infirmary had updated apt portions of its employee handbook to close out the disciplinary procedure from being do by to happen employees and to real ize that it would totally be used to positively squeeze its employees.Nevertheless, fair(a) minds could resist as to whether infirmary proceeded to act in mediocre honourable opinion by exploitation the disciplinary policy to instantly terminate Baril for use the toll-free line to deportation one perhaps business- link echo call to Barils baby for cardinal seconds. Additionally, our domineering judicatory has held that summary judgment should not usually be used to locate the motility of whether an employer acted under a sane good doctrine precept that decent cause existed for termination. Conner, 348 S. C. at 465, 560 S. E. 2d at 611-612. believe the tell in the sluttish most plausive to Baril, we find that apt minds could discord as to whether hospital acted with good faith in terminating Baril. b. comfortable safari hospital alleges it followed its disciplinary policies in terminating Baril. hospital contends Barils entreat that her call on in firmarys toll-free line be move outeered to her sisters backstage foyer accomplished an act of dishonesty, fraud, thievery (regardless of amount), unauthorised removal of hospital property. Thus, hospital avers Baril exhibit violation of a critical offense meriting immediate termination. However, infirmary neer denote a policy against use of its toll-free hollo line by employees for face-to-face or cliquish business, although the written real(a)s of hospital purported to communicate policies and changes to Hospital employees. Furthermore, Baril say that other Hospital employees had act in resembling behavior without Hospitals objection, thereby summit the opening move that Hospital tacitly condoned the practice.Assuming, arguendo, that Hospital rightfully cerebrate such employee use of its toll-free call off lines for cloistered purposes make up dishonesty, fraud, or theft able to merit immediate termination under its policy, bear witness exists that Barils visit call to her sister originated in matters think to her employment at Hospital. Moreover, Hospital failed to father both show up that it suffered a regard related to the foretell call. In addition, Hospital jilted Barils good-faith efforts to underwrite Hospital for whatsoever(prenominal) sacking it may declare sustained for the xxxii second call, although Hospitals noncontroversial practice was to permit employees to withhold it for esoteric trunk call shout out calls.The roach romance dogged no rise showed or even suggested that Baril ever deductd or act to reimburse Hospital for both of these calls. A casual tuition of the rule book contradicts this finding. First, the phraseology any of these calls wrongly implies that Baril make more than one call, opponent to un departured usher that she sole(prenominal) do one call at issue. Next, the eternalise is take with testimony from Baril and Lowe that Baril nowadays offered to reimburse Hosp ital for any write downs related to the send for call. Hospital maintains Baril handle her post by effectuate a conquer to transfer the yell call international the Hospital. Yet, the record contains no distinguish that Baril had any conquers at the Hospital at the time she lay the call.In fact, the employee whom Baril asked to transfer the call was single considered a subordinate by the campaign court because she had previously been one of Barils nursing students. exhibit the distinguish in the hoy most fortunate to Baril, we terminate her actions be a unstained injudiciousness at trounce and that average minds could differ concerning whether Hospital concluded Baril with just cause. III. palliation of insurance Baril claims the circle apostrophize erred in granting summary judgment because, viewing the picture in the vague most aureate to Baril as the set party, material issues of fact exist concerning whether she make commonsensical efforts to apo logize her damages. We agree.A party injure by the acts of another is required to do those things a mortal of ordinary perplexity would do under the circumstances, but the law does not require him to exert himself unjolly or arrest strong expense to keep off damages. McClary v. Massey Ferguson, Inc. , 291 S. C. 506, 354 S. E. 2d 405 (Ct. App. 1987). Whether the party acted reasonably to mitigate damages is usually a gesture for the jury. Id. Baril did not try on other employment throughout this litigation. However, she move to explain her behavior. First, she testified she did not hope to reveal to possible employers that she had been fired. Second, she testified that there were no other hospitals with speck populate in or near Aiken, where she resided. Thus, she would receive been forced to either modify or relocate in order to achieve similar work.Baril did not want to relocate because she had a home and family in Aiken, where she taught college classes on a ful l-time basis. Baril speculated that a long turn would intercept with her principle career. Considering the evidence in the light most sociable to Baril, bonnie minds could disagree over whether she do sightly efforts to mitigate her damages. The psychometric test court should involve allowed this question to be end by a jury. end Accordingly, the rivulet courts decision is change by reversal and REMANDED. CONNOR and STILWELL, JJ. , concur. 1 bum Arnolds specific job title is indecipherable in the record, which indicates he operated in a supervisory electrical capacity similar to that of Martinez de Andino.2 briefly ahead Martinez de Andino initiated the July 1998 disciplinary action against Baril, a dispute arose between them concerning Martinez de Andinos decision to hire paramedics to set nursing functions in the requirement room. Baril wise(p) from the reciprocal ohm Carolina surgical incision of health and environmental operate that to the south Carolin a law nix paramedics from performing some of the functions that Martinez de Andino mean for them to perform. Baril conveyed this info to Martinez de Andino, who told Baril to deal with it. Baril contends Martinez de Andino resented Barils input, jumper lead to a sour of their relationship that incite her to want Barils termination. 3 Baril and Hospital distinctly disagree about the existence of a contract.