United States District Court, W.D. Arkansas, Fayetteville Division
ORDER AND OPINION
HOLMES, III CHIEF U.S. DISTRICT JUDGE.
the Court are Plaintiff Washington Regional Medical
Center's motion for partial summary judgment (Doc. 14)
regarding the promissory note executed on December 7, 2016,
Plaintiff's statement of facts (Doc. 16) and memorandum
brief (Doc. 15) in support of its motion, Defendant Michael
R. Raber's response (Doc. 17), statement of facts (Doc.
18), and memorandum brief (Doc. 19) in support of his
response, and Plaintiff's reply (Doc. 20).
Plaintiff's motion addresses the claims for relief on the
promissory note and does not address the other claims for
relief raised in the complaint. Pursuant to Rule 56(e)(3) of
the Federal Rules of Civil Procedure, the Court will grant
the motion (Doc. 14) for partial summary judgment.
filed this lawsuit as a result of Defendant's alleged
breach of an Employment Agreement. (Doc. 1). On December 7,
2016, Defendant agreed to be employed by the Plaintiff as a
neurosurgeon and he accepted a sign-on bonus of $48, 000 to
be paid on or before December 31, 2016. (Doc. 1-1). The
Employment Agreement provided that Defendant would commence
work on or before July 1, 2017 for an initial term of three
years. On the same date, Defendant executed a Promissory Note
and Security Agreement as security for the sign-on bonus.
(Doc. 1-3). On December 7, 2016, Plaintiff paid and Defendant
accepted the $48, 000 sign-on bonus. On March 15, 2017,
Defendant notified Plaintiff that he was withdrawing his
commitment under the Employment Agreement and acknowledged
his obligation to repay the sign-on bonus. (Doc. 1-3).
admits that the Employment Agreement provided that if he
withdrew his commitment, he would owe the Plaintiff on the
Promissory Note the sum of $48, 000 for sign-on bonus, with
interest at the prime rate as published in the Wall
Street Journal plus 1% from December 7, 2016. (Doc. 18).
Defendant disputes that the entire $48, 000, plus interest,
is currently due, contending that he tendered a $5, 000.00
cashier's check to Plaintiff on or about November 20,
2017 and gave his attorney an additional $5, 000 to tender to
Plaintiff. (Doc. 18). Defendant argues that $10, 000 should
be deducted from the amount due on the promissory note. (Doc.
party moves for summary judgment, it must establish both the
absence of a genuine dispute of material fact and that it is
entitled to judgment as a matter of law. See Fed. R.
Civ. P. 56; Matsushita Elec. Indus. Co. v. Zenith Radio
Corp., 475 U.S. 574, 586-87 (1986); Nat'l Bank
of Commerce of El Dorado, Ark. v. Dow Chem. Co., 165
F.3d 602 (8th Cir. 1999). In opposing a motion for summary
judgment, Defendants may not rest on allegations or denials
in his pleadings but must “set forth specific facts
showing that there is a genuine issue for trial.”
Anderson v. Liberty Lobby, Inc., 477 U.S. 242, 256
(1986). In order for there to be a genuine issue of material
fact, the nonmoving party must produce evidence “such
that a reasonable jury could return a verdict for the
nonmoving party.” Allison v. Flexway Trucking,
Inc., 28 F.3d 64, 66-67 (8th Cir. 1994) (quoting
Anderson, 477 U.S. at 248 (1986)). As this is a
diversity case, the Court applies state substantive law.
Murray v. Greenwich Ins. Co., 533 F.3d 644, 648 (8th
Cir. 2008) (citing Erie R.R. v. Tompkins, 304 U.S.
64, 78 (1938)). A contract is formed when there is an offer,
an acceptance of the offer, and consideration by both
parties. See Foster v. Boch Indus., Inc., No. CIV.
08-5093, 2009 WL 485407, at *4 (W.D. Ark. Feb. 26, 2009).
viewed the facts in a light most favorable to Defendant, the
Court finds there is no genuine dispute of material fact that
the Defendant breached the contract or as to the amount due
on the promissory note. A contract was formed here upon
execution of the Employment Agreement and the Promissory
Note. Defendant signed a promissory note in the amount of
$48, 000 as security for the bonus in the event he did not
comply with the terms of the contract. Defendant breached the
contract upon his notification that he was withdrawing from
his commitment to commence employment on July 1, 2017, and
the promissory note immediately became due and payable in
argues that because he tendered Plaintiff $5, 000 that was
not accepted, and tendered an additional $5, 000 to his
attorney to be paid to Plaintiff, that the motion for summary
judgment for the full $48, 000 should be denied. (Doc. 19).
The tender of these checks did not comply with the terms of
the contract for repayment of the promissory note in the
event Defendant breached the contract. The contract states
that the payment shall be paid in full in cash. Plaintiff
failed to comply with the terms of the contract by tendering
only partial payments. Therefore, there is no genuine issue
of material fact that Defendant owes Plaintiff the sum of
$48, 000 on the promissory note, plus 3.5% interest (prime
rate published in the Wall Street Journal) from
December 7, 2016, plus 1%, and a reasonable attorney's
THEREFORE ORDERED that the motion for partial summary
judgment (Doc. 14) is GRANTED. Defendant is ordered to pay
Plaintiff the sum of $48, 000 with interest at the rate of
4.5% from December 7, 2016, and a reasonable attorney's
fee to be determined by the Court. Plaintiff's Complaint
asserts other claims for relief for breach of the Employment
Agreement which are still pending before the Court.
Therefore, the Court will not enter a separate judgment for
the amount due on the Promissory Note, but will incorporate
the findings of fact and conclusions of law in this ...