Bolinske v. Stinker Stores, Inc.

Filing 49

MEMORANDUM DECISION AND ORDER DENYING PLAINTIFFS MOTION FOR RECONSIDERATION - IT IS HEREBY ORDERED that Plaintiffs Motion for Reconsideration (Dkt. 45 ) is DENIED. filed by Sandra Bolinske. Signed by US Magistrate Judge Raymond Edward Patricco, Jr. (caused to be mailed to non Registered Participants at the addresses listed on the Notice of Electronic Filing (NEF) by (lm)

UNITED STATES DISTRICT COURT
DISTRICT OF IDAHO

SANDRA BOLINSKE,

Case No. 1:22-cv-00082-REP
MEMORANDUM DECISION AND
ORDER DENYING PLAINTIFF’S
MOTION FOR RECONSIDERATION
(Dkt. 45)

Plaintiff,
vs.
STINKER STORES, INC.,
Defendant.

Pending is Plaintiff’s Motion for Reconsideration of the Court’s order denying Plaintiff’s
request for summary judgment on her breach of contract and wage claims (Dkt. 45). All parties
have consented to the exercise of jurisdiction by a United State Magistrate Judge. Dkt. 7.
Because Plaintiff has not established that the Court clearly erred when it declined to determine
her employment status as a matter of law, the Court will deny the motion for reconsideration.
PROCEDURAL HISTORY
Plaintiff Sandra Bolinske was Defendant Stinker Stores, Inc.’s Director of Human
Resources from 2013 until she was fired on October 11, 2021. Pln.’s Stmnt. of Facts ¶¶ 1, 25
(Dkt. 27-2). On January 24, 2022, she filed suit challenging the lawfulness of her termination.1
Compl. (Dkt. 1-3).
Plaintiff raised five claims in her complaint: (i) disability discrimination in violation of
the Idaho Human Rights Act and the Americans with Disabilities Act, (ii) Family Medical Leave
Act interference and retaliation, (iii) an Idaho Wage Claim Act violation, (iv) wrongful

1

The Court’s summary judgment order contains a more detailed background section, which the
Court incorporates by reference. 5/23/2023 MDO at 1-6 (Dkt. 43).

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termination in violation of public policy, and (v) breach of contract. See generally id. The
parties filed cross-motions for summary judgment on each claim. See Def.’s MSJ Mtn (Dkt. 21)
and Pl.’s MSJ Mtn (Dkt. 27). On May 23, 2023, the Court granted Defendant’s motion for
summary judgment on Plaintiff’s discrimination and retaliation claims (Counts One, Two, and
Four). 5/23/2023 MDO at 25 (Dkt. 43). The Court, however, found that there was a genuine
dispute of material fact about whether the parties entered a contract that limited Defendant’s
ability to terminate Plaintiff’s employment at-will. Id. at 8-12. The Court, accordingly, denied
the cross-motions for summary judgment on the breach of contract and wage claims (Counts
Three and Five). Id. at 24.
Plaintiff asks the Court to reconsider its contract-related rulings. Pl.’s Mtn to Recon.
(Dkt. 45).
LEGAL STANDARD
The Federal Rules of Civil Procedure provide several mechanisms for seeking
reconsideration of a court order. Where a judgment has been issued, a motion for
reconsideration may be brought pursuant to Rule 59(e) or Rule 60(b). See FED. R. CIV. P. 59(e)
(setting a deadline for motions to alter or amend a judgment) and FED. R. CIV. P. 60(b) (setting
forth the grounds for relief from a final judgment). In all other situations, the court has
discretion to reconsider its decisions under Rule 54(b), which permits the revision of
interlocutory orders “at any time before the entry of a judgment adjudicating all the claims and
all the parties’ rights and liabilities.” FED. R. CIV. P. 54(b). In addition, district courts possess
the inherent common-law authority to rescind or modify any interlocutory order so long as the
court retains jurisdiction over the matter. City of Los Angeles, Harbor Div. v. Santa Monica
Baykeeper, 254 F.3d 882, 888-889 (9th Cir. 2001); see also Dreith v. Nu Image, Inc., 648 F.3d
779, 787 (9th Cir. 2011).
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Motions for reconsideration, however, are generally disfavored. See Kona Enters. v.
Estate of Bishop, 229 F.3d 877, 890 (9th Cir. 2000) (calling reconsideration an “extraordinary
remedy” that should be “used sparingly”).
“The major grounds that justify reconsideration involve an intervening change of
controlling law, the availability of new evidence, or the need to correct a clear error or prevent
manifest injustice.” Pyramid Lake Paiute Tribe of Indians v. Hodel, 882 F.2d 364, 369 n.5 (9th
Cir. 1989) (quoting United States v. Desert Gold Mining Co., 433 F.2d 713, 715 (9th Cir. 1970)).
A party seeking reconsideration must show “more than a disagreement with the [c]ourt’s
decision.” Cachil Dehe Band of Wintun Indians of the Colusa Indian Cmty. v. California, 649 F.
Supp. 2d 1063, 1069-1070 (E.D. Cal. 2009).
DISCUSSION
Because the law and the facts have not changed, the only ground for reconsideration of
the Court’s prior ruling would be to fix a clear error or avert manifest injustice. Plaintiff’s
challenges to the Court’s ruling fall far short of this standard.
A. Consideration of Plaintiff’s Subjective Intent
The parties’ cross-motions for summary judgment asked the Court to determine whether
Plaintiff’s “Resignation and Transition Plan” – which Plaintiff drafted and Defendant’s president
and vice president initialed – formed a binding contract guaranteeing Plaintiff’s employment
through the end of 2021. See Def.’s MSJ Mtn at 3-8 (Dkt. 21-1) and Pl.’s MSJ Mtn at 4-11 (Dkt.
27-1). The Court denied both motions because reasonable factfinders could disagree about
whether the parties shared a mutual understanding of the material terms of the Plan. 5/23/2023
MDO at 10-12 (Dkt. 43). In other words, jurors could reach different conclusions about how to
read and understand the Plan.

MEMORANDUM DECISION AND ORDER – 3

Plaintiff argues that the Court erred in reaching this conclusion because it improperly
considered evidence of her subjective intent. Pl.’s Mtn to Recon. at 7-8 (Dkt. 45-1).
When interpreting a contract – or in this case a putative contract – the court’s primary
objective is “to discover the mutual intent of the parties at the time the contract is made.”
Liberty Bankers Life Ins. Co. v. Witherspoon, Kelley, Davenport & Toole, P.S., 159 Idaho 679,
688 (Idaho 2018). The court begins with the document’s language, which is the best indication
of intent. If this language is unambiguous, the Court will construe the meaning of the alleged
contract as a matter of law, reading the alleged contract “in its plain, ordinary and proper sense.”
Id. at 688-689. If, however, the document is ambiguous, interpretation of the alleged contract
becomes a factual issue. Lamprecht v. Jordan, LLC, 139 Idaho 182, 185 (Idaho 2003).
In J.R. Simplot Co. v. Bosen, 144 Idaho 611 (Idaho 2006), the Idaho Supreme Court
provided the following guidance for resolving contractual ambiguities:
The determination of the parties’ intent is to be determined by looking at the
contract as a whole, the language used in the document, the circumstances under
which it was made, the objective and purpose of the particular provision, and any
construction placed upon it by the contracting parties as shown by their conduct
or dealings. A party’s subjective, undisclosed intent is immaterial to the
interpretation of a contract.
Id. at 614 (internal citations omitted). The Idaho Supreme Court applies the same principles to
disputes over contract formation. See Seward v. Musick Auction, LLC, 164 Idaho 149, 159
(Idaho 2018) (“the existence and nature of an offer is judged by its objective manifestations, not
by any uncommunicated beliefs, mental reservations, or subjective interpretations or intentions
of the offeror”) (internal citation omitted).
Here, the Court considered Plaintiff’s statements to her supervisor, her deposition
testimony about the meaning of the Plan, and her active search for employment to find that there

MEMORANDUM DECISION AND ORDER – 4

was a genuine dispute regarding the Plan’s status as a contract promising Plaintiff employment
for a fixed duration. 5/23/2023 MDO at 11-12 (Dkt. 43).
Plaintiff has not shown that this was clear error. While a party’s private intentions are
irrelevant, communications and actions may be properly considered. Bosen, 144 Idaho at 614;
see also Porcello v. Porcello, 167 Idaho 412, 424-425 (Idaho 2020) (“Extrinsic evidence
properly considered in deciding whether the contract is ambiguous may include . . . any conduct
of the parties which reflects their understanding of the contract’s meaning.”) and Idaho Jury
Instruction (“IDJI”) No. 6.08.1 (directing the jury to consider “[a]ny communications, conduct or
dealings between the contracting parties showing what they intended and how they construed the
doubtful language . . . provided that [these communications, conduct or dealings] may not
completely change the agreement . . . ”). Plaintiff’s statements to her employer and her job
search fall into these categories.
Plaintiff’s deposition testimony presents a closer question. The law in this area, however,
is not definitive enough to warrant reconsideration. Smith v. Clark County Sch. Dist., 727 F.3d
950, 955 (9th Cir. 2013) (“Clear error occurs when the reviewing court on the entire record is left
with the definite and firm conviction that a mistake has been committed.”) (internal citation
omitted). As Defendant points out, the Idaho Civil Jury Instructions permit the jury to consider a
witness’s “explanation or interpretation of [a] contract” subject to certain caveats. IDJI No.
6.08.2. The Court’s use of Plaintiff’s testimony accords with this instruction. During Plaintiff’s
deposition, defense counsel asked Plaintiff to say how she, as the drafter of the Plan, understood
the words of the document. At opposing counsel’s request, the Court considered these
admissions as one factor that could lead a reasonable jury to resolve the ambiguities in the Plan’s
language against Plaintiff. This is entirely different than permitting a litigant to avoid summary

MEMORANDUM DECISION AND ORDER – 5

judgment on a contract claim based on her own self-serving claims about her undisclosed desires
and intentions. See C.A. Acquisition Newco, LLC v. DHL Express (USA), Inc., 696 F.3d 109,
114 (1st Cir. 2012) (“although each party’s uncommunicated subjective understanding of the
agreement during negotiations is generally irrelevant, statements of subjective intent are relevant
when contrary to the party's own interests”).
In any event, if the Court were to excise Plaintiff’s deposition testimony from its
consideration, that would not change the outcome of the Court’s ruling. Plaintiff’s statements to
Defendant about taking another job and her active job search are sufficient, standing alone, to
support an inference that Plaintiff did not view the Plan as limiting her ability to terminate her
employment relationship with Defendant.
Bosen and related case law, consequently, do not provide a basis for reconsideration of
the Court’s prior ruling.
B. The Import of Plaintiff’s Job Search
Plaintiff next argues that the Court “unreasonably inferred that [Plaintiff’s] search for
future employment showed a lack of intent to remain with her current employer through the end
of the contract term.” Pl.’s Mtn to Recon. at 5 (Dkt. 45-1). The scope, nature, and significance
of Plaintiff’s job search, however, are factual issues that the Court can only resolve at summary
judgment if the evidence admits of a single interpretation. See Anderson v. Liberty Lobby, Inc.,
477 U.S. 242, 255 (1986) (“the weighing of the evidence, and the drawing of legitimate
inferences from the facts are jury functions, not those of a judge”) and Fresno Motors, LLC v.
Mercedes Benz USA, LLC, 771 F.3d 1119, 1125 (9th Cir. 2014) (“Summary judgment is
improper where divergent ultimate inferences may reasonably be drawn from the undisputed
facts.”) (internal citation omitted). In denying Plaintiff’s motion for summary judgment, the

MEMORANDUM DECISION AND ORDER – 6

Court properly viewed the evidence about her job search in the light most favorable to
Defendant. Anderson, 477 U.S. at 255.
C. Mutuality of Obligation
Plaintiff’s final claim of error centers on mutuality of obligation. Pl.’s Reply at 1-3 (Dkt.
48). Plaintiff maintains that the Court wrongly focused on her obligations and duties under the
Plan, although these were not material terms of the supposed contract. Id. at 1-2 (arguing that it
does not “matter” whether she was able to quit at-will or was required to keep working until
December 31, 2021); see also Pl.’s Mtn to Recon. at 3 (Dkt. 45-1).
Plaintiff correctly states the law, but misunderstands the Court’s ruling and, therefore,
misapplies the law to the facts of this case. It is well-settled that the obligations of parties to a
contract need not be coextensive. Doughty v. Idaho Frozen Foods Corp., 112 Idaho 791, 794
(Idaho 1987). An employer and employee can modify the terms of an at-will employment
arrangement by agreeing to “a contract term limiting the right of either to terminate the contract
at will.” Jenkins v. Boise Cascade Corp., 141 Idaho 233, 240 (Idaho 2005) (emphasis added).
To the extent the Court’s ruling created confusion about this issue, the Court reiterates that “[t]he
crux of Plaintiff’s breach of contract claim is whether the Transition Plan was a contract that
limited Defendant’s ability to terminate her at-will before December 31, 2021.” 5/23/23 MDO at
10 (Dkt. 43).
Plaintiff is correct that one potential reading of the Plan is that Defendant guaranteed her
employment through the end of the year, but she was free to leave at any time. But this is not the
only reasonable reading of the Plan (or the reading Plaintiff initially posited).
In the summary judgment briefing, Plaintiff repeatedly declared that the “whole” purpose
of the Plan was to guarantee that Defendant did not experience a gap in HR services through the

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end of the year. Pl.’s MSJ Mtn at 2, 8 (Dkt. 27-1) (asserting that Plaintiff agreed to “stay
employed with Stinker while it hired her replacement” and that “whole point [of the Plan] was
for [Plaintiff] to assist with Stinker’s transition to a new HR professional”) and Pl.’s MSJ Reply
at 3 (Dkt. 32) (“the whole point” of the Plan was “that Defendant could guarantee [Plaintiff]
being available to work through the end of the year, and to ensure that, it agreed to pay her
through the end of the year.”). In other words, Plaintiff originally argued that the Plan limited
both parties’ ability to end the employment relationship. The Court’s May 23, 2023 ruling
focused on the evidence that would permit a jury to reject this reading of the Plan.
This was not clear error. Where, as here, the language of a putative contract is
ambiguous, the factfinder must determine the meaning of the contested document by considering
the document as a whole and the circumstances under which the document was created. Bosen,
144 Idaho at 614; see also Seward, 164 Idaho at 159-160 (intent to contract is determined by
considering “the surrounding facts and circumstances,” including the parties’ words and the
transactional context in which the parties “verbalized or acted”). Plaintiff’s obligations (if any)
under the Plan bear directly on these matters.
The Plan, which is written in the first person, states “[m]y last day of employment with
Stinker Stores, Inc. will be December 31, 2021.” Tran. Plan (Dkt. 27-4, pp. 25-26). A
reasonable factfinder could find conclude that this sentence limited (i) Plaintiff’s right to quit, (ii)
Defendant’s right to fire her at-will, (iii) both, or (iv) neither.2
Plaintiff’s “performance” under the Plan does not solve this conundrum or permit the
Court to determine the meaning of the Plan as a matter of law. Plaintiff argues that her

2

A jury could find, for example, that the title of the Plan and use of the term “resignation period”
indicated that Plaintiff was resigning and that the parties expected the pre-existing at-will
employment relationship to continue through Plaintiff’s resignation date.
MEMORANDUM DECISION AND ORDER – 8

performance – i.e., her continued employment – is strong evidence that an enforceable contract
was reached. Pl.’s Mtn to Recon. at 3 (Dkt. 45-1). The problem with this argument is that
employment is contractual whether it is at-will or for a fixed term. See Hummer v. Evans, 129
Idaho 274, 280 (Idaho 1996) (“employment at will constitutes a contract”). The question is not
whether Plaintiff had a contractual relationship with Defendant: she unquestionably did. The
question is whether the Transition and Resignation Plan contractually modified Plaintiff’s at-will
employment status.
This is a question of fact that the Court properly declined to resolve at summary
judgment. Id. at 279 (an employee’s employment status is a factual finding); see also Harkness
v. Burley, 110 Idaho 353, 359 (Idaho 1986) (generally speaking, “the determination of the
existence of a sufficient meeting of the minds to form a contract [modifying the at-will
employment relationship] is a question of fact to be determined by the trier of facts”) and Atwood
v. W. Constr., 129 Idaho 234, 238 (Idaho App. 1996) (whether a conversation about an
employee’s pension constituted a promise of continued employment was a “factual issue . . .
ordinarily . . . determined by a jury”). As the Court previously explained, Plaintiff’s Resignation
and Transition Plan is subject to conflicting interpretations. Its meaning, consequently, is
“inappropriate for decision on a motion for summary judgment.” See Stanger v. Walker Land &
Cattle, LLC, 169 Idaho 566, 573 (Idaho 2021) (“[t]he meaning of relevant, ambiguous terms are
left to the fact finder”).
ORDER
IT IS HEREBY ORDERED that Plaintiff’s Motion for Reconsideration (Dkt. 45) is
DENIED.

MEMORANDUM DECISION AND ORDER – 9

November 13, 2023