Tolle v. Lev

Citations: 2011 S.D. 65; 804 N.W.2d 440; 2011 SD 65; 2011 S.D. LEXIS 122; 2011 WL 4498911Docket: 25931

Court: South Dakota Supreme Court; September 28, 2011; South Dakota; State Supreme Court

Original Court Document: View Document

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Cindy Tolle filed a lawsuit against Peter Lev for damages related to his failure to transfer ownership of a cabin in Grand Teton National Park, which he had orally agreed to transfer upon his retirement from Exum Mountain Guides. Tolle also claimed tortious interference with a business relationship. The circuit court granted summary judgment on both claims, which Tolle appealed. 

Tolle had worked as a guide for Exum, where Lev was a fellow guide and board member. In 2000, Tolle agreed to sell land in Lawrence County, South Dakota to Lev and Christine Coolidge, reducing the sale price by $25,000 based on Lev's promise to transfer the cabin. However, the purchase agreement executed on May 18, 2000, did not include this oral agreement or any mention of the cabin, containing an integration clause that merged prior negotiations into the final contract. 

In 2005, Lev acknowledged the agreement to Tolle in an email, but when he retired in 2009, he sold the cabin to his niece for $1,000 without transferring it to Tolle. Following Tolle's threat of litigation, Lev communicated with Exum's Board about the situation, suggesting he did not believe he owed Tolle anything, as the cabins belonged to Exum. The Supreme Court affirmed the dismissal of the tortious interference claim but reversed and remanded the claim regarding the cabin transfer for further proceedings.

On April 8, Turner informed the Board about Tolle's employment status with Exum, noting that she had not received a re-invitation for the guiding season despite having guided for them previously. Following a prior email from Newcomb encouraging Tolle to return, Turner expressed concerns about her past issues unrelated to a cabin transfer, urging the Board to vote on rescinding her offer of employment. The Board unanimously agreed to rescind the offer.

Tolle subsequently initiated legal action, seeking $25,000 from Lev based on promissory estoppel for failing to transfer a cabin and alleging tortious interference with her employment relationship with Exum. Lev moved for summary judgment, arguing that Tolle's cabin claim was barred by the statute of frauds, the doctrine of merger, and the parol evidence rule. The court ruled against Tolle, citing the statute of frauds which prohibits enforcement of certain oral agreements, particularly those not performable within a year and those involving real estate.

On appeal, Tolle contended that a 2005 email from Lev constituted sufficient writing to support her claim and argued that the agreement pertained to personal property, not real estate. The court agreed with Tolle, concluding that the email met the writing requirement of the statute and that the cabin transfer involved personal property, as the land was owned by the National Park Service and not subject to sale.

Lev contends that the doctrine of merger prevents Tolle from asserting that Lev agreed to transfer the cabin as part of the consideration for the Lawrence County property. He emphasizes that the purchase agreement included an integration clause and that neither the agreement nor the warranty deed referenced any obligation to transfer the cabin. The doctrine of merger states that upon delivery and acceptance of a clear deed, all prior agreements are considered merged. Lev also highlights the statute of frauds, which mandates reliable evidence before enforcing contractual obligations.

Tolle counters that the statute of frauds is inapplicable if promissory estoppel can be demonstrated. Lev reaffirms that the integration clause renders the written agreement the definitive account of the parties' obligations. Tolle argues for the collateral contract exception to the doctrine of merger, which hinges on two tests: whether the collateral contract is integral to the main purpose of the deed and whether the parties intended it as collateral. In this situation, the primary purpose was the conveyance of real property, while the cabin agreement involved personal property in Wyoming, designating it as a collateral contract not essential for the title transfer. Furthermore, the cabin transfer was contingent upon Lev's retirement, indicating mutual intent for the cabin agreement to be collateral.

The conclusion reached is that the cabin agreement qualifies as a collateral contract, and neither the doctrine of merger nor the integration clause undermines Tolle’s ability to enforce the oral agreement. Tolle also argues that if promissory estoppel applies, the doctrine of merger cannot negate her claim. Lev asserts that Tolle seeks to alter the consideration term of the purchase agreement through parol evidence, which the parol evidence rule disallows. However, Tolle is not trying to modify the written agreement but is instead using oral statements to substantiate a collateral agreement regarding personal property. Additionally, Lev's emails were sent after the written purchase agreement and deed, meaning the parol evidence rule does not apply to post-contract conduct. The circuit court's summary judgment on Tolle’s promissory estoppel claim regarding the cabin is reversed.

Regarding Tolle’s claim for tortious interference with a business relationship, the circuit court had granted summary judgment to Lev, indicating no genuine issues of material fact existed concerning the elements of tortious interference. Tolle must demonstrate six elements to prove her claim, and she argues that she provided sufficient evidence to support her case and create genuine issues of fact for trial.

The party opposing summary judgment must demonstrate that sufficient evidence exists to support all elements for which they bear the burden of proof. General allegations and denials are insufficient to counter a motion for summary judgment. Tolle's opposition to Lev's motion was deemed inadequate as it relied on unsupported statements and speculation. Specifically, Tolle failed to provide sufficient evidence for the elements of intentional interference and causation. 

Tolle's argument depended on emails exchanged between Lev and Turner, and an email from Turner to the Board, but the record lacks evidence that Lev was aware of Tolle's job offer at Exum when he sent his emails. Without this knowledge, Lev could not have intentionally interfered with Tolle's prospective employment. Lev's emails requested information regarding cabin sales and disclosed the nature of a dispute, without mentioning Tolle's employment or suggesting any action that could interfere with it.

While Lev voted as a director to rescind Tolle’s offer of employment, the context of the Board’s discussions included various employment issues unrelated to the cabin dispute. Tolle did not challenge affidavits stating that the Board's decision was not influenced by the dispute with Lev. Consequently, Tolle failed to provide evidence, aside from speculation, linking Lev's emails to the Board's decision. The court affirmed the grant of summary judgment on Tolle's tortious interference claim, with Chief Justice Gilbertson and Justices Konenkamp and Severson concurring, while Justice Wilbur did not participate.