Susan C. Cutrer, Richard Michael Saucier, Barbara James, Sherman Miller, Karen Reeves, and Michael Reeves v. Singing River Health System

IN THE COURT OF APPEALS OF THE STATE OF MISSISSIPPI

NO. 2018-CA-00445-COA

SUSAN C. CUTRER, RICHARD MICHAEL APPELLANTS
SAUCIER, BARBARA JAMES, SHERMAN
MILLER, KAREN REEVES, AND MICHAEL
REEVES

v.

SINGING RIVER HEALTH SYSTEM APPELLEE

DATE OF JUDGMENT: 06/28/2017
TRIAL JUDGE: HON. JAMES D. BELL
COURT FROM WHICH APPEALED: JACKSON COUNTY CIRCUIT COURT
ATTORNEYS FOR APPELLANTS: RUSSELL S. GILL
JOSEPH R. TRAMUTA
SCOTT CORLEW
ATTORNEYS FOR APPELLEE: A. KELLY SESSOMS III
BRETT K. WILLIAMS
NATURE OF THE CASE: CIVIL - CONTRACT
DISPOSITION: AFFIRMED - 02/11/2020
MOTION FOR REHEARING FILED:
MANDATE ISSUED:

EN BANC.

CARLTON, P.J., FOR THE COURT:

¶1. Appellants/Plaintiffs (plaintiffs), former employees of defendant/appellee Singing

River Health System (Singing River), elected to take a special early retirement benefit

offered by Singing River in May 2005. The special early retirement benefit was based upon

a retiree’s “age and creditable years of service in [Singing River’s] Retirement Plan.” Like

any other retiree, the plaintiffs also had the option to continue other benefits, including

continuation of coverage under Singing River’s Health Plan.
¶2. In 2005, when the special early retirement benefit was offered, retirees with twenty

or more years of service, like the plaintiffs, could opt to continue coverage under Singing

River’s Health Plan by paying “the employee’s share” of the applicable health insurance

premium until they were Medicare-eligible, which was less than the full premium. In 2014,

however, Singing River began requiring retirees, including the plaintiffs, to pay the full

monthly premium in order to maintain coverage under Singing River’s Health Plan. Current

employees continued to pay just their share of the health insurance premium.

¶3. In the light of this change, the plaintiffs sued Singing River in the Jackson County

Circuit Court, alleging that they should be able to continue paying the employee’s share of

the premium until they are eligible for Medicare or have reached sixty-five years of age. The

plaintiffs alleged breach of contract and anticipatory breach of contract, and they sought a

declaratory judgment in this matter. Singing River denied the plaintiffs’ claims primarily

based upon reservation-of-rights language contained within the Singing River Health Plan,

which provides that Singing River “has reserved the right to amend, modify, or suspend the

terms of the [Health] Plan at any time and for any reason and to cancel or terminate the Plan

and Benefits payable thereunder in whole or in part at any time and at its discretion.” The

circuit court ultimately granted summary judgment in Singing River’s favor and dismissed

the plaintiffs’ lawsuit. The circuit court denied the plaintiffs’ motion for reconsideration, and

the plaintiffs appealed. For the reasons discussed below, we affirm.

STATEMENT OF FACTS AND PROCEDURAL HISTORY

¶4. Susan R. Cutrer, Richard Michael Saucier, Barbara James, Sherman Miller, Karen

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Reeves, and Michael Reeves (plaintiffs) are all retirees of Singing River. On May 5, 2005,

Singing River notified eligible employees who were close to retirement of the opportunity

to retire early with enhanced benefits. An amendment to Singing River’s Employees’

Retirement Plan and Trust Agreement delineating this special early retirement benefit was

duly approved and adopted by Singing River’s Board of Trustees.

¶5. Every eligible employee, including each of the plaintiffs, received a package of

material from Singing River, including a May 5, 2005 memorandum from Paul Carter,

Singing River’s human resource director at the time. In the memorandum, Singing River

announced its early retirement benefit for eligible employees and set forth “the two main

reasons” that Singing River was “providing this special early retirement benefit,” as follows:

1. To provide eligible employees who are close to retirement the
opportunity to retire early with enhanced benefits, and

2. To enable [Singing River] to align staffing levels with current and
projected patient volumes, minimizing the need for involuntary staff
reductions.

¶6. The following items were also included in the special early retirement benefit

package:

(1) “Information Guide, which included an Early Retirement Planning
Worksheet to assist the recipients in estimating their retirement
expenses”;

(2) “Estimate Report of the recipient’s estimated final retirement benefit
amount”;

(3) “Special Early Retirement Election Statement (Election Statement)”;
and

(4) “Schedule of Informational Meetings.”

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In his May 5, 2005 memo, Carter encouraged each recipient to “examine the enclosed

material carefully.” Each of the plaintiffs were eligible for, and elected to take, the special

early retirement benefit.

¶7. The Information Guide provided information about the special early retirement

benefit, which was based upon the recipient’s “age and creditable years of service in the

Retirement Plan.” In particular, the Information Guide provided:

Our retirement and employment records show that you qualify for a special
early retirement benefit. You qualify for Group 1 benefits based on your age
and creditable years of service in the Retirement Plan.

Group 1
Includes all employees who have attained age 50 and completed 25 years of
creditable service by December 31, 2005. The benefit payable is determined
by adding 5 years to your years of service.

Group 2
Includes all employees who have attained age 55 and completed 15 years of
creditable service by December 31, 2005. The benefit payable is determined
by adding 5 years to your years of service and 5 years to your age, with a 3%
reduction for each year under the age of 65 to a maximum of 15%.

The record reflects that all of the plaintiffs qualified for Group 1 benefits.

¶8. The Information Guide also explained that “[the] Retirement Plan is a defined benefit

plan that provides you a regular source of monthly income and a cost-of-living supplement

annually.” In this regard, the Information Guide provided that “[t]he factors most significant

in determining your monthly retirement benefit amount are your number of creditable service

years, your age, and your average quarterly earnings determined by averaging your earnings

for the final quarter and the highest consecutive quarters within the past 10 years.”

¶9. Further, the Information Guide had a “Questions & Answers” section “to present some

4
of the questions commonly asked by employees facing this type of decision.” These

questions pertained to questions about the timing of acceptance, whether it was truly

voluntary, and where to obtain additional help in understanding the recipient’s Estimate

Report projecting the recipient’s estimated early retirement benefit amount. The “Question

& Answer” section also included a question about deferred payments, referring to these

payments as “pension payments,” as follows:

Q. I’m not ready to retire, but would like to use this opportunity to pursue
other career options. Can I defer my pension payments?

A. No. The Special Early Retirement Plan Benefit allows you to retire
now with enhanced retirement payments.

¶10. As noted, the special early retirement benefit package contained an Election

Statement, and each plaintiff executed this form. The Election Statement provided that the

person signing the form was electing “special early retirement” and understood that he or she

would have credited service of a specified number of years with Singing River “for purposes

of calculating [his or her] early retirement benefit.”

¶11. Under a section in the Information Guide entitled “Continuation of Benefits,” the

retirement benefit package recipients were informed that “employees electing special early

retirement are eligible to continue many benefits for specified periods,” including “health,

life, cancer, dental, and vision insurance.” With respect to health insurance, the

“Continuation of Benefits” section explained how retirees could continue these benefits as

follows:

Health Insurance: Retiring employees and their surviving spouses may
continue coverage under the Health Plan, by paying the employee’s share of

5
the premium in advance until the retiree becomes eligible for Medicare.
Retirees eligible for Medicare must pay the full premium to continue coverage
in the Health Plan. It is important to note that Health Plan premiums are
subject to change annually.

The Health Plan referred to in this section is a document over ninety pages long. It was made

available to all Singing River employees, including the plaintiffs. The Health Plan includes

sections covering the Schedule of Benefits, Schedule of Eligibility, Benefits Provided, and

Limitations and Exclusions, along with many other provisions describing the health plan

available to Singing River employees. With respect to coverage for retirees,1 the Health Plan

provides that “[a]n Eligible Person who is a Retiree must apply for coverage under the Plan

no later than the next Open Enrollment Period immediately following the date of first

becoming eligible as a Retiree.”

¶12. Under the Health Plan, Singing River also specifically reserves its right to “amend,

modify, or suspend” the terms of the Health Plan, as follows:

An Eligible Person who is a Retiree must apply for coverage under the Plan no
later than the next Open Enrollment Period immediately following the date of
first becoming eligible as a Retiree. The Group has reserved the right to
amend, modify[,] or suspend the terms of the Plan at any time and for any
reason and to cancel or terminate the Plan and Benefits payable thereunder in
whole or in part at any time and at its discretion. While the Group intends upon
the adoption of this Plan to offer coverage to Eligible Retirees indefinitely,
coverage for Eligible Retirees may have to be reduced or curtailed altogether
in the future for reasons which develop or arise unexpectedly.

¶13. In his August 19, 2015 deposition, Carter explained that continuation of the health

1
“Retiree” is defined in the Health Plan as “[a] former Eligible Member of the Plan
who is entitled to retirement health benefits under the Plan.” An “Eligible Person” is “[a]
person entitled to apply to be a Participant [in the Plan] as specified in the Schedule of
Eligibility.”

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insurance benefit as described in the Information Guide was “available to any employee that

retired. So these were not special benefits just for early retirees.” This is likewise evidenced

by Article II(E)(4)(3) of the Health Plan, which provides:

[Plan] Participants who retire with 20 or more years of service -- Participants
and their surviving spouses, may continue coverage under this Plan, by paying
the employee’s share of the monthly premium in advance, until they become
eligible for Medicare. Once they become Eligible for Medicare they may
continue their coverage if they pay the full premium.

Carter elaborated on this point in his deposition, stating that “any employee that retired with

twenty or more years of service at any time, inside or outside of the special early retirement

benefit, was eligible to elect the continuation of health insurance” on these terms. The

plaintiffs elected to continue health benefits under the Health Plan.

¶14. In late November 2010, Singing River’s administration performed an annual review

of the Health Plan and concluded that Singing River may need to change its guidelines for

retiree enrollment. In a November 29, 2010 memorandum from Carter to Singing River’s

CEO, Carter explained that Singing River had surveyed other private and public employers

and learned from the survey that six of seven health care organizations allowed retirees to

enroll in their respective health care plans but required them to pay the full premium for

coverage. Revised guidelines requiring retirees to pay the full premium for coverage in the

future and a proposed transition plan were presented to the Singing River Board of Trustees

on December 8, 2010. The Board of Trustees unanimously agreed to approve the revised

guidelines for retiree enrollment in the Singing River Health Plan.

¶15. In late January, 2011, Carter issued a memorandum to all retirees who retired with

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twenty-plus years of credited service, including the plaintiffs, that instructed them to review

the change addressed in the memorandum regarding the premium amount a retiree must pay

to participate in the Health Plan set to become effective January 1, 2014. The memorandum

provided that the recipients currently paid the same amount that a full-time employee paid

for health insurance coverage but that “[a]s of January 1, 2014, you will be required to pay

the full monthly premium, in advance, to maintain coverage in [Singing River’s] Health

Benefit Plan.” As the dates in the memorandum indicate, the retirees were given three years’

notice of this change. Subsequently, on October 31, 2013, Singing River’s Chief Human

Resources Officer, Craig Summerlin, issued another memorandum to Singing River retirees,

confirming that as of January 1, 2014, retirees would be required to pay the full monthly

premium in advance to maintain coverage under Singing River’s Health Plan.

¶16. The plaintiffs thereafter sued Singing River based upon the revised guidelines

requiring them to pay the full monthly health insurance premium in order to maintain

coverage under Singing River’s Health Plan.2 The plaintiffs claimed breach of contract,

anticipatory breach of contract, and sought a declaratory judgment.

¶17. Singing River moved for summary judgment on the plaintiffs’ claims, and the

plaintiffs filed a cross-motion for partial summary judgment, seeking a determination that

Singing River breached its “binding contracts” with them. The circuit court initially granted

partial summary judgment in the plaintiffs’ favor, leaving open only the issue of damages.

On Singing River’s motion for reconsideration, however, the circuit court reversed its

2
The plaintiffs’ lawsuits were consolidated in the circuit court.

8
decision. The circuit court granted summary judgment in Singing River’s favor and

dismissed the plaintiffs’ lawsuit. The circuit court denied the plaintiffs’ motion for

reconsideration. The plaintiffs appealed.

DISCUSSION

I. The Circuit Court’s Grant of Summary Judgment in Singing
River’s Favor

A. Standard of Review

¶18. This Court applies a de novo standard of review to a trial court’s grant of summary

judgment. Handy v. Madison Cty. Nursing Home, 192 So. 3d 1005, 1009 (¶14) (Miss. 2016).

As set forth in Rule 56(c) of the Mississippi Rules of Civil Procedure, summary judgment

“shall be rendered forthwith if the pleadings, depositions, answers to interrogatories[,] and

admissions on file, together with the affidavits, if any, show 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.”

B. Summary Judgment

¶19. The core argument asserted by the plaintiffs in this case is that the circuit court erred

when it reversed its decision granting partial summary judgment in their favor and, on

Singing River’s motion for reconsideration, granted summary judgment in Singing River’s

favor. In support of their argument, the plaintiffs assert that they “had valid and enforceable

contracts with the hospital to, among other things, continue providing health insurance to

[them] at the same rate as [Singing River’s] employees.” The plaintiffs further assert that

they were damaged when Singing River breached these contracts by requiring them, as of

January 2014, to begin paying the full monthly premium to maintain coverage under Singing

9
River’s Health Benefit Plan, which Singing River admitted was a higher rate than that paid

by employees.

¶20. In Rotenberry v. Hooker, 864 So. 2d 266, 270 (¶13) (Miss. 2003) the Mississippi

Supreme Court held that “[t]he elements of a valid contract are: (1) two or more contracting

parties, (2) consideration, (3) an agreement that is sufficiently definite, (4) parties with legal

capacity to make a contract, (5) mutual assent, and (6) no legal prohibition precluding

contract formation.” (Internal quotation mark omitted). The plaintiffs assert that all the

elements of a valid contract are met in this case.

¶21. Addressing these elements, the plaintiffs assert that the contracting parties were the

plaintiffs and Singing River, and the consideration for the contracts was to (1) provide

eligible employees an opportunity to retire with enhanced benefits; and (2) to enable Singing

River to align staffing levels with current and projected patient volumes, as stated in Paul

Carter’s May 5, 2005 memorandum to eligible employees that was part of the early

retirement package.

¶22. The plaintiffs further assert that the agreement between them and Singing River was

“sufficiently definite,” Rotenberry, 864 So. 2d at 270 (¶13), because the Information Guide

provided details about the retirement benefit package, and it specified the method of

acceptance, which was that each recipient of the package was required to sign a Special Early

Retirement Election Statement (Election Statement) if they decided to choose early

retirement. As to the remaining elements of a valid contract, the plaintiffs assert that there

is no dispute that the parties have the legal capacity to make the contract; the “negotiations

10
[between the parties] show[] there was mutual assent between the plaintiffs and the hospital;”

and “there is no legal prohibition precluding contract formation between the hospital and the

employees.” Id.

¶23. The plaintiffs rely on the “Continuation of Benefits” section beginning on page six

of the Information Guide to support their argument that they are contractually entitled to

continue their health insurance benefits at the same rate as Singing River’s employees until

the plaintiffs are Medicare-eligible. As detailed above, this section informed the plaintiffs

that “employees electing special early retirement are eligible to continue many benefits for

specified periods.” Among various other listed benefits, one of the benefits listed was

continuation of health insurance, as follows:

Health Insurance: Retiring employees and their surviving spouses may
continue coverage under the Health Plan, by paying the employee’s share of
the premium in advance until the retiree becomes eligible for Medicare.
Retirees eligible for Medicare must pay the full premium to continue coverage
in the Health Plan. It is important to note that Health Plan premiums are
subject to change annually.

¶24. According to the plaintiffs, the first sentence found in this provision of the

Information Guide obligates Singing River to continue providing health insurance coverage

to them at the employee premium rate until they become eligible for Medicare—and Singing

River breached this obligation to them when, as of January 1, 2014, it required the plaintiffs

to pay the full monthly premium to maintain coverage under Singing River’s Health Benefit

Plan.3

3
In their appeal brief, the plaintiffs make a one-sentence apparent-authority argument
that “the memorandum and Benefit package conveyed apparent authority sufficient to induce
[them] to retire early in reliance with reasonable expectation that the hospital had the

11
¶25. We find the plaintiffs’ assertions without merit for the reasons addressed below.

Based upon our review of the record and the applicable law, we find that summary judgment

was properly granted in Singing River’s favor because the special early retirement benefit

package did not create a separate contract entitling the plaintiffs to continue health insurance

benefits by paying an employee’s share of the health insurance premium until they were

eligible for Medicare. Rather, the special early retirement package furnished to eligible

employees, read as a whole, reflects that it pertained to pension benefits, not health care

benefits. As to health insurance benefits, the Information Guide simply advised the plaintiffs

that they had the option to continue to remain covered under Singing River’s Health Plan,

just as any retiree could choose to do.

¶26. As the record reflects, the early retirement benefit was created by an amendment to

Singing River’s Employees’ Retirement Plan and Trust Agreement that was duly approved

and adopted by Singing River’s Board of Trustees in 2005. This amendment is attached to

the 2005 minutes adopting the special early retirement benefit resolution, and it contains a

detailed explanation of the special early retirement benefit and how it will be implemented.

authority and intention to honor the agreement.” The plaintiffs did not present this argument
to the circuit court, and therefore we find that their apparent-authority argument is waived
on appeal. Kuiper v. Tarnabine, 20 So. 3d 658, 661 (¶11) (Miss. 2009) (appellants were
procedurally barred from raising issue that they failed to raise in the trial court).

The plaintiffs also assert in their appeal brief that even if there is no separate contract
for continuation of benefits at the employee’s rate, they detrimentally relied on this
“promise” and thus Singing River should be equitably estopped from denying coverage at
that rate. The plaintiffs did not present this argument before the circuit court, either, and like
their apparent-authority argument, their equitable-estoppel argument is likewise waived on
appeal. Id.

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¶27. Particularly relevant in this case is that neither the minutes nor the amendment itself

say anything at all about any additional health insurance benefit. “A community hospital

board of trustees . . . speaks and acts only through its minutes.” Wellness Inc. v. Pearl River

Cty. Hosp., 178 So. 3d 1287, 1290 (¶9) (Miss. 2015); Kennedy v. Claiborne Cty., 233 So. 3d

825, 829 (¶10) (Miss. Ct. App. 2017) (“[A public board’s] minutes are the sole and exclusive

evidence of what the board did and must be the repository and the evidence of their official

acts.” (internal quotation marks omitted)).

¶28. More to the point, the minutes rule prevents “consideration of evidence of the terms

of the contract other than what is set forth in the minutes.” Lefoldt for Natchez Reg’l Med.

Ctr. Liquidation Tr. v. Horne L.L.P., 853 F.3d 804, 812 (5th Cir. 2017) (discussing the

“minutes rule” as addressed in Wellness Inc., 178 So. 3d at 1290-93 (¶¶9-18)) (emphasis

added). The Fifth Circuit explained this point, as follows:

[T]he minutes rule is partially in the nature of a statute of frauds or a
prohibition of reliance on parol evidence to establish the terms of a contract
with a public entity . . . . [I]n some instances, the minutes rule is not a matter
of contract formation but instead is a rule preventing consideration of evidence
of the terms of the contract other than what is set forth in the minutes. When
applied in this manner, the minutes rule seems to be one regarding validity or,
more precisely, enforceability of contract terms not described in the minutes
. . . . [O]nly the terms of the “contract” that are “contained in the minutes” are
enforceable.

Id. at 811-13 (citations omitted). Accordingly, we find that under the minutes rule, the

absence of any reference at all to health insurance benefits from the board’s minutes means

that the alleged additional health insurance benefits cannot be part of the alleged “contract”

that any employee, including the plaintiffs, accepted by retiring early.

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¶29. Further, as detailed above, the early retirement benefit package also included the

Information Guide and an Election Statement. Language in both of these documents also

shows that the early retirement benefit related to pension benefits, not health insurance

benefits. The Information Guide provided to eligible employees explained that the benefit

was based upon the recipient’s “age and creditable years of service in the Retirement Plan”;

it referred to the retirement benefit as being a source of income, not a guaranteed health

insurance premium rate;4 and the “Questions & Answers” section in the Information Guide

describes the payments that a retiree would receive as “pension payments.” The Election

Statement that the plaintiffs were required to sign when they chose the early retirement

benefit provided that the person signing the form was electing “special early retirement” and

delineated how that “early retirement benefit” would be calculated based upon that person’s

credited service with Singing River.

¶30. In contrast, with respect to health insurance benefits, the Information Guide does no

more than inform the package recipients that they had the option of continuing these benefits

post-retirement under Singing River’s Health Plan, just like any other retiree. As noted, the

Continuation of Benefits section in the Information Guide described the opportunity to

continue a number of benefits. Regarding health insurance, the Information Guide simply

provided that “[r]etiring employees and their surviving spouses may continue coverage under

the Health Plan, by paying the employee’s share of the premium in advance until the retiree

4
The Information Guide provided that the “Retirement Plan is a defined benefit plan
that provides you a regular source of monthly income and a cost-of-living supplement
annually.”

14
becomes eligible for Medicare.” We do not find that the language in this provision

constitutes a separate contract allowing the plaintiffs to maintain health insurance coverage

until they are Medicare-eligible on those terms. Instead, the plain language of the health

insurance paragraph instructs an early retiree what he or she must do in 2005 to continue

coverage under Singing River’s Health Plan. It does not contain any premium guarantee,

and, in fact, the last sentence of this paragraph provides that “Health Plan premiums are

subject to change annually.”

¶31. As detailed above, Carter explained in his deposition that in 2005 any retiree having

twenty or more years of service could continue health insurance coverage under the Health

Plan by paying the employee’s share of the premium—this was not a benefit offered only

under the special early retirement package. In short, we find that these terms mean that if an

early retiree chose to continue health insurance coverage, the retiree remained bound by the

terms of Singing River’s Health Plan, just like any other retiree who chose to remain covered

under the Health Plan.

¶32. In this regard, with respect to coverage for retirees, Article II(E)(3)(d) of the Health

Plan contains a detailed reservation-of-rights allowing Singing River to “amend, modify[,]

or suspend the terms of the [Health] Plan at any time,” as follows:

An Eligible Person who is a Retiree must apply for coverage under the Plan no
later than the next Open Enrollment Period immediately following the date of
first becoming eligible as a Retiree. The Group has reserved the right to
amend, modify or suspend the terms of the Plan at any time and for any reason
and to cancel or terminate the Plan and Benefits payable thereunder in whole
or in part at any time and at its discretion. While the Group intends upon the
adoption of this Plan to offer coverage to Eligible Retirees indefinitely,
coverage for Eligible Retirees may have to be reduced or curtailed altogether

15
in the future for reasons which develop or arise unexpectedly.

(Emphasis added).

¶33. We find that when the plaintiffs accepted early retirement, they did so being bound

to the Health Plan language contained in the reservation-of-rights provision. Accordingly,

when the Singing River Board of Trustees subsequently approved the revised guidelines to

the Health Plan requiring retirees to pay the full premium for coverage in the future, as the

Board of Trustees was authorized to do, the plaintiffs were bound by that Health Plan

amendment. See Miss. Code Ann. § 41-13-35 (Rev. 2009) (giving a community hospital

board of trustees broad authority over employee benefit plans and to “take all actions

necessary to implement, administer[,] and operate such plans”).

II. The Circuit Court’s Reconsideration of its Prior Grant of Partial
Summary Judgment in the Plaintiffs’ Favor

¶34. The plaintiffs assert that the circuit court abused its discretion by reconsidering its

original grant of partial summary judgment in their favor and then granting summary

judgment in Singing River’s favor. The plaintiffs argue that the standard under Mississippi

Rule of Civil Procedure 59(e) applies and that “to succeed on a Rule 59(e) motion, the

movant must show: (i) an intervening change in controlling law, (ii) availability of new

evidence not previously available, or (iii) need to correct a clear error of law or to prevent

manifest injustice.” Brooks v. Roberts, 882 So. 2d 229, 233 (¶15) (Miss. 2004).

¶35. We find, however, that the Rule 59(e) standard does not apply in this case because

Singing River sought reconsideration of the circuit court’s partial summary judgment in the

plaintiffs’ favor. See Maness v. K & A Enters. of Miss. LLC, 250 So. 3d 402, 415 (¶¶46-47)

16
(Miss. 2018). As Mississippi Rule of Civil Procedure 54(b) provides, “any order or other

form of decision, . . . which adjudicates fewer than all of [a party’s] claims . . . is subject to

revision at any time before the entry of judgment adjudicating all the claims and the rights

and liabilities of all the parties.” See also Wigington v. McCalop, 191 So. 3d 124, 126 (¶3)

(Miss. 2016).

¶36. In Maness, 250 So. 3d at 415 (¶47), the Mississippi Supreme Court determined that

“consistent with” the Fifth Circuit’s opinion in Cabral v. Brennan, 853 F.3d 763, 766 (5th

Cir. 2017), “the reconsideration of interlocutory orders proceeds pursuant to Rule 54(b),” not

Rule 59(e). The Fifth Circuit explained this distinction as follows:

Rule 59(e) “serve[s] the narrow purpose of allowing a party to correct manifest
errors of law or fact or to present newly discovered evidence,” and it is “an
extraordinary remedy that should be used sparingly.” Templet v. HydroChem
Inc., 367 F.3d 473, 479 (5th Cir. 2004) (alteration in original) (quoting
Waltman v. Int’l Paper Co., 875 F.2d 468, 473 (5th Cir. 1989)). In contrast,
under Rule 54(b), “the trial court is free to reconsider and reverse its decision
for any reason it deems sufficient, even in the absence of new evidence or an
intervening change in or clarification of the substantive law.” Lavespere v.
Niagara Mach. & Tool Works Inc., 910 F.2d 167, 185 (5th Cir. 1990) (citing
Fed. R. Civ. P. 54(b)), abrogated on other grounds, Little v. Liquid Air Corp.,
37 F.3d 1069, 1075 n.14 (5th Cir. 1994) (en banc); see also Cobell v. Jewell,
802 F.3d 12, 25-26 (D.C. Cir. 2015) (explaining that the higher standard in
Rule 59(e) reflects the fact that judgment has already been entered, while the
“more flexible” Rule 54(b) standard reflects the district court’s inherent power
to grant relief from interlocutory orders “as justice requires”).

Cabral, 853 F.3d at 766 n.3.

¶37. Because the circuit court’s partial summary judgment in the plaintiffs’ favor was an

interlocutory order, and not a final judgment, we find that the Rule 54(b) standard applies to

Singing River’s motion to reconsider in this case. Accordingly, the circuit court was “free

17
to reconsider and reverse its decision for any reason it deem[ed] sufficient, even in the

absence of new evidence or an intervening change in or clarification of the substantive law.”

Id. In this case, we find that summary judgment in Singing River’s favor was warranted. We

therefore find no error in the circuit court reconsidering and reversing its original partial

summary judgment in the plaintiffs’ favor. For the same reason, we find no merit in the

plaintiffs’ final assertion that the circuit court abused its discretion when it denied their

motion to reconsider the grant of summary judgment in Singing River’s favor and the

dismissal of their lawsuit.

¶38. AFFIRMED.

J. WILSON, P.J., GREENLEE, TINDELL AND C. WILSON, JJ., CONCUR.
McDONALD, J., DISSENTS WITHOUT SEPARATE WRITTEN OPINION.
McCARTY, J., DISSENTS WITH SEPARATE WRITTEN OPINION, JOINED BY
BARNES, C.J., WESTBROOKS AND McDONALD, JJ. LAWRENCE, J., NOT
PARTICIPATING.

McCARTY, J., DISSENTING:

¶39. Summary judgment should have never been granted in this case. There is very much

a live question of fact as to whether the retirees have a remedy against the hospital for

breaking its promise to pay the employer’s share of their health care costs. This should not

have been conclusively decided by a judge at a summary judgment stage, but instead resolved

by a jury.

¶40. The core issue in this case is only whether a genuine issue of material fact existed to

halt a grant of summary judgment for Singing River. The retirees contended they had valid

and enforceable contracts with Singing River to continue providing health insurance to them

18
at the same rate as the hospital’s employees until they became Medicare-eligible. The

retirees further asserted that they were damaged when Singing River breached these contracts

by requiring them to pay the full monthly premium, which was a substantially higher rate

than that paid by employees.

¶41. “The existence of a contract and its terms are questions of fact to be resolved by the

fact-finder, whether a jury or a judge in a bench-trial.” Anderson v. Kimbrough, 741 So. 2d

1041, 1045 (¶12) (Miss. Ct. App. 1999). “[T]he test for determining whether a writing

constitutes an enforceable contract is whether the parties have manifested an intention to be

bound by its terms and whether the terms are sufficiently definite to be legally enforced.”

Jackson HMA LLC v. Morales, 130 So. 3d 493, 498 (¶15) (Miss. 2013).

¶42. During oral argument, the retirees emphasized that the point was not the amount of

the premium they were obligated to pay to maintain their health insurance. Instead, the crux

of their argument was about the share of the premium they were required to pay. The

uncontested proof showed that requiring the retirees to pay the full monthly premium resulted

in massive cost increases to them every month. For instance, four of the retirees stated that

paying the full premium required each of them to pay an additional $713 per month. After

the hospital’s decision, the retirees’ payments increased from $130 per month to $843 per

month—a staggering 548% increase.

¶43. And while Singing River reserved the right to alter the terms of the health plan under

Article II(E)(3)(d), the plan did not stop there. The plan explained that while any participant

who retired with twenty or more years of service was entitled to continue coverage.

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[p]articipants and their surviving spouses, may continue coverage under this
Plan, by paying the employee’s share of the monthly premium in advance, until
they become eligible for Medicare. Once they become eligible for Medicare,
they may continue coverage if they pay the full premium.

(Emphasis added). The health-insurance section of the information guide similarly states that

retirees could continue coverage under the plan by paying the employee’s share of the

premium until they became Medicare-eligible.

¶44. In his Mississippi Rule of Civil Procedure 30(b)(6) deposition, Summerlin emphasized

that the retirees were offered a benefit in exchange for accepting the early retirement

package. Summerlin even admitted that nothing in the package of retirement material

revealed that the retirees would ever have to pay the entire premium. Carter testified

similarly in his deposition. He agreed that the retirees were told they would only have to pay

the employee’s share of the premium until Medicare-eligible.

¶45. Under the correct standard of review, we do not require the retirees to prove they

would prevail at trial. Instead, at this stage, whether the retirees relied upon Singing River’s

promise is simply a genuine issue of material fact. Each retiree stated that continued health

insurance was why they accepted the early retirement offer and that they all relied upon the

promise of paying the employee share until Medicare-eligible. “A fact is material if it tends

to resolve any of the issues properly raised by the parties.” Thomas v. Bradley, 987 So. 2d

1000, 1024 (¶12) (Miss. 2008) (internal quotation marks omitted).

¶46. We should steadfastly apply the rule “that the non-moving party is entitled to the

benefit of all reasonable favorable inferences that may be drawn from the record.”

Burkhalter & Co. v. Wissner, 602 So. 2d 835, 838 (Miss. 1992). Seen through that lens, this

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case does not become sharper, but murkier—which is exactly why it is suited for a jury to

determine and not a judge on summary judgment. We should not step in when the facts are

this fraught, or this close, but rely upon our constitutional fact-finder.

¶47. Nothing emphasizes this point more than the whiplash rulings from the trial

court—which one day ruled completely that the retirees had prevailed, and another day that

the hospital did. It is just too close to call—so no judge alone, nor ten judges in concert,

should try.

BARNES, C.J., WESTBROOKS AND McDONALD, JJ., JOIN THIS OPINION.

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