Rangeline Capital, LLC v. Preston et al

Filing 60

MEMORANDUM AND ORDER re: 32 MOTION for Summary Judgment filed by Defendant Forrest L Preston, Defendant Life Care Centers of America, Inc., Defendant LC Healthcare Holding Company, LLC; motion is DENIED. Signed by District Judge Stephen N. Limbaugh, Jr on 5/22/18. (CSG)

UNITED STATES DISTRICT COURT
EASTERN DISTRICT OF MISSOURI
EASTERN DIVISION
RANGELINE CAPITAL, LLC,
Plaintiff,
v.
FORREST L. PRESTON, LC
HEALTHCARE HOLDING
COMPANY, LLC, and LIFE CARE
CENTERS OF AMERICA, INC.,
Defendants.

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Case No. 4:16-CV-1428-SNLJ

MEMORANDUM AND ORDER
This case is about an alleged oral contract. Plaintiff claims the parties agreed to
the following: plaintiff “would be exclusively responsible for performing all [f]inancing
[s]ervices for” defendant Life Care Centers of America; in return, plaintiff would receive
1% of the total financed amount when Life Care Centers of America closed the
transaction. (#45 at 2.) Plaintiff alleges it performed financing services to help defendant
Life Care Centers of America buy properties. Despite doing this work and finding four
potential lenders, defendant Life Care Centers of America obtained its own financing
through a different third-party lender (not one of the four plaintiff found). Defendant
Life Care Centers of America closed on the $69 million transaction and, according to
plaintiff, stiffed plaintiff on the 1% fee of $690,000.
Defendants claim the parties never entered into a valid, enforceable contract
because the parties’ oral agreement lacked essential terms and mutual assent. As such,

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plaintiff was not entitled to the 1% fee. Defendants have moved for summary judgment
(#32), and the issue is ripe. Because plaintiff has presented evidence showing a genuine
issue of material fact for each of its claims, the motion will be denied.
I.

Factual Background
The Parties. Plaintiff performs consulting and brokerage-related services relating

to debt and equity financing.
The defendants are all connected. Defendant Forrest Preston is the “chief
manager” of defendant LC Healthcare Holding Company and the sole shareholder of
defendant Life Care Centers of America. LC Healthcare entered into the lease (explained
below) that is at the heart of this dispute. Life Care Centers of America owned and
operated the subtenants of the lease, all of which were affiliated with defendant Preston.
The Oral Agreement. The parties disagree on the terms of the oral agreement.
Although the Court must resolve the evidentiary conflicts in the plaintiff’s favor, the
Court will still explain the defendants’ positions when relevant.
Plaintiff alleges, in 2001, defendant Preston met with plaintiff’s sole member and
manager (“plaintiff’s manager”) at a restaurant in Missouri. During this meeting, “[t]he
parties agreed that [plaintiff] would be exclusively responsible for performing all
[f]inancing [s]ervices for [Life Care Centers of America], meaning, that no other thirdparty broker would be used.” (#45-1 at 14, ¶ 4.) “In exchange for the [f]inancing
[s]ervices, [defendant] Preston agreed to pay (or cause the borrowing entity to pay)
[plaintiff] a fee, calculated as one percent (1%) of the total financed amount[.]” (#45-1 at
14, ¶ 5.) “The [f]ee was to be paid to [plaintiff] upon closing of a transaction for which it
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provided [f]inancing [s]ervices.” (#45-1 at 14, ¶ 6.) Plaintiff would receive no fee if it
provided financing services on a transaction that failed to close. That is, plaintiff got
nothing if Life Care Centers of America obtained no funding.
Defendants’ understanding of the oral agreement is similar to plaintiff’s: “Mr.
Preston orally agreed—in exchange for being made a partner in [plaintiff]—to allow
[plaintiff] to perform [Life Care Centers of America]’s loan placement and advisory
services for a 1% fee of the total financed amount.” (#33 at 11) (footnote omitted). But
defendants note “the alleged agreement did not define ‘exclusive,’ and whether it
precluded the ability of [Life Care Centers of America] to finance its projects internally
without use of a broker.” (#33 at 11) (footnote omitted). As such, defendants argue
plaintiff “was only to be paid if [Life Care Centers of America] closed on a deal with a
lender procured by [plaintiff].” (#49 at 1.)
Both parties agree they never reduced their agreement to writing.
Parties’ Course of Conduct. Plaintiff provided financing services for Life Care
Centers of America from early 2001 until late 2012. Not once during this time did Life
Care Centers of America use any other outside broker. In this time, plaintiff assisted Life
Care Centers of America in closing at least ninety-nine loans. Of these ninety-nine,
plaintiff was paid at closing for ninety-seven loans, and plaintiff received a 1% fee for at
least eighty-six loans. Also during this time, Life Care Centers of America arranged its
own financing for eight loans. Plaintiff did not assist with these loans and received no
fee in connection with them.

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Over time, plaintiff began helping Life Care Centers of America obtain financing
through the U.S. Department of Housing and Urban Development (“HUD”). For the
HUD loans, “the parties agreed that [plaintiff]’s services warranted a reduced fee of 0.5%
of the total financed amount.” (#45-1 at 16, ¶ 20.) From early 2001 until late 2012,
plaintiff assisted Life Care Centers of America in closing at least fifty-seven HUD loans,
and plaintiff received a 0.5% fee for fifty-six of them. In the sole exception, plaintiff’s
manager and defendant Preston “had a joint ownership interest” in the project. (#45-1 at
17, ¶ 22.) This was a recognized exception to the agreement, according to plaintiff, and
plaintiff “waived its [f]ee for [f]inancing [s]ervices performed on behalf of entities in
which [plaintiff’s manager] and [defendant] Preston had a joint ownership interest on
three . . . occasions.” (#45-1 at 17, ¶ 24.)
In sum, plaintiff generally received a 1% fee for the non-HUD loans it assisted
with, so long as Life Care Centers of America closed on the loan. For HUD loans,
plaintiff received a reduced fee. For projects in which plaintiff’s manager and defendant
Preston had a joint ownership interest, plaintiff waived its fee. It’s unclear why plaintiff
did not receive the 1% fee for the thirteen non-HUD loans, and it’s also unclear what fee
plaintiff in fact received for those loans.
Defendants interpret the parties’ course of conduct differently. Instead of an
agreed-to fee of 1% with carved out exceptions for HUD loans and joint ownership
projects, defendants argue “the parties’ course of dealing as to the fee paid to [plaintiff]
for services was fluid[.]” (#33 at 15.) Defendants claim “the 1% fee was neither

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assumed nor guaranteed,” and the parties instead discussed the plaintiff’s fee before a
project closed. (#33 at 14.)
This Dispute. In late 2002, LC Healthcare Holding Company entered into a lease
with a health care real estate investment trust. The lease gave LC Healthcare Holding
Company an option to purchase the leased property during a window at the end of the
lease. In 2011, plaintiff began evaluating the purchase option for defendants. For
roughly nine months, plaintiff worked on the purchase option and communicated with
defendants about this work. Through this work, plaintiff secured financing proposals
from four potentials lenders. Eventually, Life Care Centers of America informed plaintiff
that it planned to obtain financing (on its own) through a different third-party lender.
Life Care Centers of America closed on the third-party loan and never paid plaintiff any
fee.
II.

Legal Standard
Under Rule 56(c) of the Federal Rules of Civil Procedure, a district court may

grant a motion for summary judgment if all of the information before the court
demonstrates that “there is no genuine issue as to any material fact and that the moving
party is entitled to a judgment as a matter of law.” Poller v. Columbia Broad. Sys., Inc.,
368 U.S. 464, 467 (1962). The burden is on the moving party. City of Mt. Pleasant v.
Associated Elec. Co-op, Inc., 838 F.2d 268, 273 (8th Cir. 1988). After the moving party
discharges this burden, the nonmoving party must do more than show that there is some
doubt as to the facts. Matsushita Elec. Indus. Co. v. Zenith Radio Corp., 475 U.S. 574,
586 (1986). Instead, the nonmoving party must set forth specific facts showing that there
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is sufficient evidence that will allow a jury to return a verdict for it. Anderson v. Liberty
Lobby, Inc., 477 U.S. 242, 249 (1986).
In ruling on a motion for summary judgment, the court must review the facts in the
light most favorable to the party opposing the motion and give that party the benefit of
any inferences that logically can be drawn from those facts. Buller v. Buechler, 706 F.2d
844, 846 (8th Cir. 1983). The Court is required to resolve all conflicts of evidence in
favor of the nonmoving party. Robert Johnson Grain Co. v. Chem. Interchange Co., 541
F.2d 207, 210 (8th Cir. 1976).
III.

Discussion
The Court will analyze each count separately.
A.

Breach of Contract (Count I)

The parties agree the alleged oral agreement did not include a choice-of-law
provision, so the Court must decide whether Tennessee or Missouri law applies. “In a
diversity action, ‘[t]he district court must apply the choice-of-law rules of the forum
state.’” Thomas D. Wilson Consulting, Inc. v. Keely & Sons, Inc., No. 4:05-CV-2115ERW, 2007 WL 1774434, at *4 (E.D. Mo. June 18, 2007) (alteration in original) (quoting
Interstate Cleaning Corp. v. Commercial Underwriters Ins. Co., 325 F.3d 1024, 1028
(8th Cir. 2003)). Thus, this Court looks to Missouri law to decide whether there is a
conflict of laws, and if so, whether Missouri or Tennessee law applies.
“Under Missouri law, a conflict of laws does not exist ‘unless the interests of the
two states cannot be reconciled.’” Interstate Cleaning Corp., 325 F.3d at 1028 (quoting

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Brown v. Home Ins. Co., 176 F.3d 1102, 1105 (8th Cir. 1999)). If there’s no conflict,
Missouri law applies. Id.
For a breach-of-contract claim, the parties seem to agree there is no conflict
between Missouri and Tennessee law. (#33 at 5, 6 n.26; #45 at 7 n.2.) The heart of this
claim is whether the parties entered into an enforceable contract, and both Missouri and
Tennessee law require evidence that (1) both parties mutually assented to the essential
terms and (2) the essential terms are sufficiently definite. See Warren v. Tribune Broad.
Co., LLC, 512 S.W.3d 860, 864 (Mo. Ct. App. 2017); Burton v. Warren Farmers Co-op.,
129 S.W.3d 513, 521 (Tenn. Ct. App. 2002). Defendants attack these two elements only,
so there is no conflict between Missouri and Tennessee law. As such, the Court will look
to Missouri law.
Missouri law requires a “mutuality of assent or a meeting of the minds to the
essential terms of a contract.” Warren, 512 S.W.3d at 864 (quoting Ketcherside v.
McLane, 118 S.W.3d 631, 635 (Mo. Ct. App. 2003)). “To show ‘a meeting of the
minds,’ the plaintiff must show that the terms of the contract were certain or capable of
being made certain.” Bootheel Ethanol Invs., L.L.C. v. SEMO Ethanol Co-op., No. 1:08CV-59-SNLJ, 2011 WL 4549613, at *3 (E.D. Mo. Sept. 30, 2011) (quoting Tom’s
Agspray, LLC v. Cole, 308 S.W.3d 255, 259 (Mo. Ct. App. 2010)). “To determine
whether a meeting of the minds has occurred and an agreement has been reached, the
court looks to the intention of the parties as expressed or manifested in their words or
acts.” Id. (quoting Karsch v. Carr, 807 S.W.2d 96, 99 (Mo. Ct. App. 1990)).

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First, defendants argue “[t]he agreement is not definite because it does not include
essential terms of a brokerage agreement.” (#33 at 10.) To again use the defendants’
own understanding of the oral agreement, “Mr. Preston orally agreed—in exchange for
being made a partner in [plaintiff]—to allow [plaintiff] to perform [Life Care Centers of
America]’s loan placement and advisory services for a 1% fee of the total financed
amount.” (#33 at 11) (footnote omitted). In defendants’ opinion, this was not enough.
Specifically, the oral agreement did not contemplate “other essential terms for financial
brokerage agreements,” such as (1) the scope of projects, (2) the type of financing, (3)
term or termination, (4) the definition of exclusive, (5) a “break-up” fee provision that
would govern if plaintiff secured a lender and Life Care Centers of America did not
close, and (6) a provision that would govern if plaintiff submitted proposed term sheets
but Life Care Centers of America instead secured financing on its own.
“While a contract’s essential terms must be sufficiently definite, the ‘details or
particulars’ of the contract need not be.” Warren, 512 S.W.3d at 864 (quoting Olson v.
Curators of Univ. of Mo., 381 S.W.3d 406, 412 (Mo. App. 2012)). “What is essential
depends on the agreement and its context and also on the subsequent conduct of the
parties, including the dispute which arises and the remedy sought.” Id. (quoting Olson,
381 S.W.3d at 412). The Court is “guided by principles of law applied with common
sense and in light of experience when determining whether the terms are too uncertain to
create an enforceable contract.” Bootheel Ethanol Invs., 2011 WL 4549613, at *5
(quoting Scott v. Pub. Sch. Ret. Sys. of Mo., 764 F. Supp. 2d 1151, 1162 (W.D. Mo.
2011)).
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Given defendants’ understanding of the oral agreement, the parties’ course of
conduct, and the deferential summary judgment standard, this Court finds the terms of the
oral agreement were at least “capable of being made certain.” Bootheel Ethanol Invs.,
2011 WL 4549613, at *3 (quoting Tom’s Agspray, 308 S.W.3d at 259). Specifically,
plaintiff has presented evidence that would allow a jury to find that the parties agreed
plaintiff would be exclusively responsible for performing all financing services for Life
Care Centers of America. Plaintiff presented evidence showing that, from early January
2001 through late 2012, Life Care Centers of America never used another outside broker.
Plaintiff has also presented evidence that would allow a jury to find that, in
exchange for the financing services, defendant Preston agreed to pay (or cause the
borrowing entity to pay) plaintiff a fee, 1% of the total financed amount. Plaintiff
presented evidence showing that it received a 1% fee on eighty-six of ninety-nine nonHUD loans for which it provided financing services. And plaintiff presented evidence
from which a jury could find the parties carved out exceptions for HUD loans and
projects in which plaintiff’s manager and defendant Preston had a joint ownership
interest.
Finally, plaintiff has presented evidence that would allow a jury to find the fee was
due when Life Care Centers of America closed a transaction for which plaintiff provided
financing services. Plaintiff presented evidence showing it was paid at closing for ninetyseven of the ninety-nine non-HUD loans for which it provided financing services.
Additionally, plaintiff presented evidence showing it never received a fee when Life Care
Centers of America failed to close.
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At bottom, a reasonable factfinder could find that the alleged oral contract was
sufficiently definite. Although defendants want additional terms spelled out, it cites no
authority that says those terms are in fact essential in this context. With no showing that
the additional terms are essential, they are “details or particulars,” which need not be
definite. Warren, 512 S.W.3d at 864. Indeed, “as the Missouri Supreme Court has
recognized, ‘to require accuracy of expression on the part of lay witnesses . . . would
make impossible the establishment of such oral contracts by the untutored .’” Bootheel
Ethanol Invs., 2011 WL 4549613, at *5 (alteration in original) (quoting Sportsman v.
Halstead, 147 S.W.2d 447, 454 (Mo. 1941)).
Second, defendants argue “[t]here is no mutual assent of the parties because the
terms of the initial discussion contradict the parties’ ultimate course of dealing.” (#33 at
12.) Again, in deciding whether there was mutual assent, the Court looks to the parties’
acts. Bootheel Ethanol Invs., 2011 WL 4549613, at *3. “[W]hat a person may have
intended subjectively is not controlling. The standard is what a reasonably prudent
person would be led to believe from the actions and words of the parties and this is a
question to be resolved by the trier of fact.” Id. at *5 (quoting Silver Dollar City, Inc. v.
Kitsmiller Const. Co., 931 S.W.2d 909, 914 (Mo. Ct. App. 1996)). Defendants claim “the
initial ‘agreement’ was not acted upon in a way that demonstrated that it was intended by
the parties to be definite.” (#33 at 13.) In support, defendants make three points.
One, defendants argue plaintiff was not exclusively responsible for performing
financing services. In support, defendants highlight transactions where Life Care Centers
of America performed its own financing services. But those examples are consistent with
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plaintiff’s understanding of the oral agreement—that Life Care Centers of America
agreed not to use any other third-party broker. So the jury could find that the parties’
course of dealing shows the parties agreed “exclusive” meant “no other third-party
brokers.”
Two, defendants argue “the parties’ course of dealing indicate that the 1% fee was
neither assumed nor guaranteed.” (#33 at 14.) In support, defendants note that (1)
defendant Preston and plaintiff’s manager discussed plaintiff’s fee before a project
closed, (2) plaintiff’s fee was 0.5% or less for HUD loans, (3) plaintiff waived its fee for
projects in which plaintiff’s manager held an ownership interest, and (4) plaintiff
received no fee for projects it worked on that failed to close. Defendants’ final three
points are consistent with plaintiff’s understanding of the oral agreement. And for the
reasons explained above, the jury could find that the parties’ course of dealing shows the
parties agreed to a 1% fee and later carved out specific exceptions. A jury will decide
whether the parties’ actions would lead “a reasonably prudent person,” Bootheel Ethanol
Invs., 2011 WL 4549613, at *5, to believe the parties (1) agreed to 1% and later carved
out exceptions, as plaintiff argues, or (2) never agreed to 1%, as defendant argues.
Three, defendants argue, because the situation that led to this lawsuit never
happened in the past, there was no meeting of the minds as to what would happen if
plaintiff found a lender and Life Care Centers of America rejected that lender in favor of
a lender it found on its own. According to defendants, “[b]ecause the initial discussion
between [defendant] Preston and [plaintiff] lacked this essential element, this Court
cannot determine the respective obligations of the parties in the scenario presented by this
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case.” (#33 at 16.) Not so. If the jury adopts plaintiff’s understanding of the alleged
contract, and the evidence would allow the jury to do so, the parties’ obligations are
clear: defendants would owe plaintiff $690,000 (1% of the total financed amount)
because plaintiff provided financing services and Life Care Centers of America
ultimately closed on the deal.
Although defendants’ arguments are unpersuasive, the Court notes that it is not
endorsing plaintiff’s understanding of the oral agreement or interpretation of the parties’
course of dealing. Instead, the Court is simply applying the proper standard under
Missouri law: “The standard is what a reasonably prudent person would be led to believe
from the actions and words of the parties and this is a question to be resolved by the trier
of fact.” Bootheel Ethanol Invs., 2011 WL 4549613, at *5 (quoting Silver Dollar City,
931 S.W.2d at 914). This standard also bars defendants’ argument that there was no
mutual assent as to when plaintiff would receive a fee because the parties disagree on
whether plaintiff is entitled to a fee in connection with the deal in this case. But the
parties’ subjective intentions are not controlling. Id.
For all these reasons, plaintiff’s breach-of-contract claim survives summary
judgment.
B.

Breach of the Duty of Good Faith and Fair Dealing (Count III)

For a breach-of-the-duty-of-good-faith-and-fair-dealing claim, the parties again
seem to agree there is no conflict between Missouri and Tennessee law. (#45 at 1 n.1;
#49 at 10.) Finding no conflict, see, e.g., Koger v. Hartford Life Ins. Co., 28 S.W.3d 405,
412–13 (Mo. Ct. App. 2000); Dick Broad. Co. of Tenn. v. Oak Ridge FM, Inc., 395
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S.W.3d 653, 559–60 (Tenn. 2013), the Court will look to Missouri law, Interstate
Cleaning Corp., 325 F.3d at 1028.
Under Missouri law, “the beginning point for any analysis of a claim for breach of
the covenant of good faith and fair dealing is to recognize that it is a contract action[.]”
Rock Port Mkt., Inc. v. Affiliated Foods Midwest Coop., Inc., 532 S.W.3d 180, 188 (Mo.
Ct. App. 2017). Defendants’ sole argument is that this claim must fail because the parties
never entered into an enforceable agreement. Having already found that plaintiff
presented evidence from which a jury could find the parties did enter into an enforceable
agreement, this claim also survives summary judgment.
C.

Unjust Enrichment and Quantum Meruit (Count II)

Again, the Court must first decide whether Missouri or Tennessee law applies.
For this count, the parties disagree on whether there is actually a conflict. But conflict or
not, there’s no practical difference because Missouri law applies either way. If there
were no conflict, the Court would look to Missouri law. Interstate Cleaning Corp., 325
F.3d at 1028. And, for the reasons explained below, Missouri law also applies after
applying Missouri’s choice-of-law test.
When resolving a conflict of law for contract claims, Missouri courts apply the
most significant relationship test set out in Section 188 of the Restatement (Second) of
Conflicts of Laws. Sachs Elec. Co. v. HS Const. Co., 86 S.W.3d 445, 454–55 (Mo. Ct.
App. 2002) (endorsing the circuit court’s application of Section 188 for a quantum meruit
claim). Under Section 188, a court considers the following factors when the parties did
not make an effective choice of law (which they did not here): the place of contracting,
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the place where the contract was negotiated, the place where contract performance
occurred, the location of the subject matter of the contract, and the contracting parties’
place of business and place of incorporation. Restatement (Second) of Conflicts of Laws
§ 188(2). A court must “evaluate[ these factors] according to their relative importance
with respect to the particular issue.” Id.
Here, the factors are a mixed bag. According to plaintiff, the alleged oral
agreement was negotiated and finalized in Missouri. Plaintiff performed “almost all of
its services in Missouri.” (#45 at 17.) But plaintiff’s manager delivered the financing
options to defendant Preston in Tennessee, and defendants “presumably accepted the
benefit of [plaintiff]’s services in Tennessee[.]” (#45 at 18.) Plaintiff is a resident of
Missouri, while all defendants are residents of Tennessee. Finally, “the nexus of all
finance decisions in connection with the [lease and loan] at issue in this lawsuit was in
the [Life Care Centers of America] headquarters in Tennessee.” (#33 at 8) (footnote
omitted).
Given the nature of this dispute—that plaintiff provided defendants with services
and should be compensated for those services—the Court finds that the place
performance is the most important factor. Because the services mostly were performed in
Missouri, and because the other factors are a mixed bag, the Court finds that Missouri has
the most significant relationship to this transaction.
Additionally, the Court must also consider Section 6 of the Restatement (Second)
of Conflicts of Laws. Section 6 lists these factors: (1) “the needs of the interstate and
international systems,” (2) “the relevant policies of the forum,” (3) “the relevant policies
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of other interested states and the relative interests of those states in the determination of
the particular issue,” (4) “the protection of justified expectations,” (5) “the basic policies
underlying the particular field of law,” (6) “certainty, predictability and uniformity of
result, and” (7) “ease in the determination and application of the law to be applied.”
None of these factors suggest Tennessee law should apply. And factor six tips the scale
in favor of applying Missouri law because Missouri law applies to the other causes of
action. As such, the Court will look to Missouri law for the unjust enrichment and
quantum meruit claims.
1.

Unjust Enrichment

Under Missouri law, the elements for an unjust enrichment claim are “(1) a benefit
conferred upon the defendant by the plaintiff; (2) appreciation by the defendant of the
fact of such benefit; and (3) acceptance and retention by the defendant of that benefit
under circumstances in which retention without payment would be inequitable.” Am.
Eagle Waste Indus., LLC v. St. Louis Cty., 379 S.W.3d 813, 829 (Mo. banc 2012)
(quoting Pitman v. City of Columbia, 309 S.W.3d 395, 402 (Mo. App. 2010)).
Most of defendants’ argument in its initial brief focuses on an element of
Tennessee law that is not an element under Missouri law. Having concluded Missouri
law applies, that argument is immaterial. In their reply brief, defendants argue they have
not been unjustly enriched. Specifically, they argue (1) plaintiff’s services were
unnecessary, (2) the lending proposals plaintiff submitted were “substantially inferior” to
the terms defendants found on their own, and (3) plaintiff played no role in developing

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the relationship with the third-party lender or in procuring the financing from the thirdparty lender. Plaintiff disputes this.
Plaintiff alleges it “helped procure [the third-party lender] because it developed a
financing strategy which was ultimately adopted by [Life Care Centers of America] to
secure funds through [the third-party lender]. . . . Absent the significant [f]inancing
[s]ervices already performed by [plaintiff], the [loan with the third-party lender] could
not have closed in a timely fashion.” (#45-1 at 8.) This raises a genuine issue of material
fact, so this count survives summary judgment.
2.

Quantum Meruit

Under Missouri law, “[q]uantum meruit is a request for ‘the reasonable amount of
services; damages awarded in an amount considered reasonable to compensate a person
who has rendered services in a quasi-contractual relationship.’” DeBaliviere Place Ass’n
v. Veal, 337 S.W.3d 670, 673 n.3 (Mo. banc 2011) (quoting Black’s Law Dictionary 1255
(7th ed. 1999)).
Defendants argue that Missouri law also includes one more element: the plaintiff
must prove the services were requested and actually received with an expectation of
compensation. Although defendants cite authority from the Missouri Courts of Appeals,
the most recent decision of the Missouri Supreme Court controls. DeBaliviere Place
Ass’n, 337 S.W.3d at 673 n.3. Furthermore, Missouri Supreme Court-approved verdict
director for quantum meruit does not include this language. See, e.g., Missouri Approved
Instructions–Civil 26.05 (7th ed.). Thus, defendants arguments related to this element are
immaterial.
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Next, defendants argue that they never “accepted” plaintiff’s services because they
procured their own financing from the third-party lender. Plaintiff disagrees; it argues the
parties worked together on the financing for several months. And as explained above,
plaintiff alleges it “helped procure [the third-party lender] because it developed a
financing strategy which was ultimately adopted by [Life Care Centers of America] to
secure funds through [the third-party lender]. . . . Absent the significant [f]inancing
[s]ervices already performed by [plaintiff], the [loan with the third-party lender] could
not have closed in a timely fashion.” (#45-1 at 8.) This raises a genuine issue of material
fact, so this count survives summary judgment.
IV.

Conclusion
Plaintiff has shown there is at least a genuine issue of material fact barring

summary judgment for each of its four claims.
Accordingly,
IT IS HEREBY ORDERED that defendants’ motion for summary judgment
(#32) is DENIED.

So ordered this

22nd

day of May 2018.

STEPHEN N. LIMBAUGH, JR.
UNITED STATES DISTRICT JUDGE

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