Case Name: Doore v. Pacific Partners Management Services, Inc., et al.

Case No.: 2015-1-CV-279318

Defendants Pacific Partners Management Services, Inc. (“PPMSI”) and Individual Practice Association Medical Group of Santa Clara County, Inc. (“SCCIPA”) and defendant Pacific Partners Medical Group, Inc. (“PPMG”) move for summary judgment, or in the alternative, summary adjudication, as to the complaint filed by plaintiff Daniel Doore (“Plaintiff” or “Doore”).

After full consideration of the evidence, separate statements and authorities submitted by the parties, the Court makes the following rulings:

PPMSI and SCCIPA’s motion for summary judgment, or in the alternative, summary adjudication, is GRANTED. As to the remaining claim for negligent misrepresentation, PPMSI and SCCIPA meet their initial burden by submitting evidence which negates essential elements of Plaintiff’s claim- misrepresentation and reliance resulting in damages. (See Ragland v. U.S. Bank National Assn. (2012) 209 Cal.App.4th 182, 196 [stating elements of negligent misrepresentation cause of action].) The materials submitted by the defendants evidence both a significant commitment to PPMG by SCCIPA and an intention to transition Doore’s employment from PPMSI, where he was already performing duties for PPMG’s benefit, to PPMG. (PPMSI and SCCIPA’s Separate Statement of Undisputed Material Facts in Support of Motion for Summary Judgment/Adjudication (“UMF”), Nos. 5, 13, 15, 23, 32, 33, 38-41 and 44; Declaration of J. Kersten Kraft, ¶¶ 6, 11; Declaration of Lori Vatcher, ¶¶ 12-15.) Financial issues ultimately led the defendants to terminate Doore’s employment and not hire him on with PPMG directly. (UMF Nos. 27, 31, 32, 38-59, 65.) Thus, the statements made regarding SCCIPA’s commitment to PPMG and Doore’s employment with the latter company were either true when made or the speaker had a reasonable basis to believe they were true.

The remaining statements pertaining to promises of future action, like Doore’s continued employment with PPMG or SCCIPA’s commitment to the company, are not actionable negligent misrepresentations as a matter of law. (See Stockton Mortgage, Inc. v. Tope (2014) 233 Cal.App.4th 437, 458-459; see also Tarmann, supra, 2 Cal.App.4th at 156-157 [“making a promise with an honest but unreasonable intent to perform is wholly different from making one with no intent to perform and, therefore, does not constitute a false promise. Moreover, we decline to establish a new type of actionable deceit: the negligent false promise”].)

As for the element of reliance resulting in damages, defendants submit evidence which demonstrates that between March 2013 and April 30, 2014, Doore did not receive any employment offers and thus did not incur damages as a result of turning down those non-existent opportunities. (UMF No. 68.)

In his opposition, Doore fails to raise triable issues of material fact concerning these elements, offering nothing which calls into question the defendants’ demonstration that the representations were true they were made or believed to be true, or that he suffered actual damages in reliance on the defendants’ representations. Thus, summary judgment is appropriate.

PPMG’s motion for summary judgment, or in the alternative, summary adjudication, is GRANTED. With respect to the first cause of action for breach of contract, PPMG meets its initial burden by demonstrating that no contract for employment existed between itself and Doore because there was no mutual consent or definite terms, particularly his title and salary. Contract formation requires mutual consent, which cannot exist unless the parties “agree upon the same thing in the same sense.” (Civ. Code, §§ 1580, 1550, 1565.) PPMG’s evidence establishes that there was no such agreement amongst the parties. (PPMG’s Separate Statement of Undisputed Material Facts in Support of Motion for Summary Judgment/Adjudication (“UMF”) Nos. 13-16, 25-31, 51, 53, 54, 57-63, 126, 151.)

In opposition, Doore fails to demonstrate a triable issue of material fact. Critically, “[m]utual consent is determined under an objective standard applied to the outward manifestations or expressions of the parties, i.e., the reasonable meaning of their words and acts, not their unexpressed intentions or understandings.” (Bustamante v. Intuit, Inc. (2006) 141 Cal.App.4th 199, 208 [emphasis added].) Thus, Doore’s frequent references to his own “understanding” about his arrangement with PPMG is of no consequence to whether mutual consent actually existed. He otherwise fails to submit “outward manifestations or expressions of the parties” that objectively establish a manifestation of assent by both to the same thing on the material terms of a contract for employment with PPMG.
While Doore asserts in his declaration that PPMG accepted his proposal for three years of employment with the company, he unequivocally responded “no” when asked at his deposition whether anyone at PPMG promised him employment for a specific period of time with that entity in particular. (UMF No. 59.) Critically, “[a] party cannot create an issue of fact by a declaration which contradicts his prior [discovery responses]. In determining whether any triable issue of material fact exists, the court may, in its discretion, give great weight to admissions made in deposition and disregard contradictory and self-serving affidavits of the party.” (Preach v. Monter Rainbow (1993) 12 Cal.App.4th 1441, 1451.) Considering his admission, the Court rejects his contradictory and self-serving statement in his declaration that PPMG accepted his proposal for three years of employment with the company. Moreover, the mere fact that Doore himself personally understood his proposal of three years to be accepted does not evidence mutual consent to that term by the parties or defeat his own acknowledgment that he was not promised any definitive period of employment with PPMG, much less three years specifically.
None of the testimony, emails, or organizational charts that he has cited amount to outward manifestations or expressions on behalf of the parties that evidence mutual consent to the material terms of an employment agreement. The organizational chart does not, as Doore contends, definitively prove that he was employed by PPMG; it merely identifies him as the Executive Director of that company, which is not in conflict with PPMG’s acknowledgment in its papers and evidence that Doore operated in such a capacity through PPMSI. The email from Vatcher that Doore identifies as confirming acceptance of his proposals does not in fact demonstrate acceptance for the purposes of establishing a contract; Vatcher merely stated that she had discussed his “proposed organization structure model and staff roles and responsibilities” that he had presented with Drs. Kraft and Weeker and they were “all in agreement that your role as Executive Director is essential to the success of PPMG.” (Doore Decl., Exhibit 1.) This is a far cry from acceptance of a three year employment contract. Additionally, the testimony cited merely evidences Vatcher and Dr. Kraft’s interest and perhaps intention to hire Doore directly through PPMG but does not establish that an actual, definite, enforceable agreement to that end was reached.
Doore also offers nothing which raises questions at to PPMG’s contention that the parties never agreed to an actual salary figure. In his opposing declaration, Doore insists that the parties had reached an agreement for him to continue earning what he had as an employee of PPMSI- $265,000 – but conveniently ignores his own email to Vatcher responding to her request for his salary requirement to transition from PPMSI to PPMG wherein he suggested a salary of $360,000. This communication, and those that followed between Vatcher and Dr. Kraft up to Doore’s termination, evidence a lack of agreement regarding this material term that is pretty clear.

As Doore has not raised a triable issue with regard to his claim for breach of contract, summary adjudication of the claim is proper.

As for the remaining claim for negligent misrepresentation, some of PPMG’s arguments in support of its request for adjudication of this cause of action are identical to those asserted by PPMSI and SCCIPA in support of its own motion for summary judgment/adjudication, specifically its contention that the subject representations, when made, were true or the speaker had a reasonable basis for believing them to be true, and Doore cannot establish that he relied on any representations to his detriment. In support of these contentions, which are persuasive for the same reasons as articulated above with respect to PPMSI and SCCIPA’s motion, PPMG relies on the declarations of Vatcher and Dr. Kraft, as well as Doore’s admission at his deposition that he neither received nor rejected any other employment offers. (UMF Nos. 68, 136, 137.) With this evidence, PPMG has met its initial burden.

As Doore submitted a single brief in opposition to both PPMG and PPMSI and SCCIPA’s motions, he responds in the same way regarding his alleged damages. The Court finds that Doore’s assertion (supported by nothing more than his own declaration) that he “had a good chance” of obtaining the Humana job had he pursued it is too speculative to raise a triable issue of material fact with regard to the issue of damages. Doore does not dispute that he did not turn down any actual job offers, but nevertheless requests lost wages for a job he has not established he definitely would have had if he had not accepted the offer from Defendants. This is insufficient to raise a triable issue with respect to this element, and thus this cause of action. Accordingly, summary adjudication in PPMG’s favor is appropriate. It therefore follows that summary judgment in PPMG’s favor is also appropriate.