text:
    2003 WY 112
    Dixie M. O'DONNELL, Appellant (Plaintiff), v. BLUE CROSS BLUE SHIELD OF WYOMING, Appellee (Defendant).
    No. 02-251.
    Supreme Court of Wyoming.
    Sept. 9, 2003.

      Representing Appellant: Stephen R. Win-ship of Winship & Winship, P.C., Casper, Wyoming.
    John B. "Jack" Representing Appellee: Speight and Amanda Hunkins of Speight, McCue & Assoc., P.C., Cheyenne, Wyoming. Argument by Ms. Hunkins.
    Before HILL, C.J., and GOLDEN, LEHMAN, KITE, and VOIGT, JJ.
   HILL, Chief Justice.

[T1] Dixie O'Donnell (O'Donnell) appeals a district court decision holding that a waiver she signed excluding a cervical spine condition from coverage under a health insurance policy issued by Blue Cross Blue Shield of Wyoming (Blue Cross) was valid and enforceable. O'Donnell challenges the validity of the waiver in light of endorsements adopted to conform her policy to provisions of the Health Insurance Portability and Accountability Act of 1996 (HIPAA), 42 U.S.C.A. §§ 300gg through 300gg-91 (20083). O'Donnell also contends that Blue Cross should be estopped from denying coverage because it breached an affirmative duty to inform her of alternative coverage available through the Wyoming Health Insurance Risk Pool, Wyo. Stat. Ann. §§ 26-48-101 through 26-48-1138 (LexisNexis 2008).

[12] We affirm.

ISSUES

[T3] O'Donnell raises the following issues in her brief;

1. Whether the definition and treatment of "preexisting condition exclusion," as provided in the Health Insurance Portability and Accountability Act of 1996 ("HIPAA") (42 U.S.C. $ 800gg(b)(1)) includes waivers or other permanent exclusions of health conditions?
2. Whether the inclusion of HIPAA's definition and treatment of "preexisting condition exelusion" through Appellee's endorsement to Appellant's health insurance policy should be construed so as to supercede her earlier waiver as to coverage of any back condition she suffers?
8. Whether the HIPAA endorsement to Appellant's health insurance policy created an ambiguity as to the coverage of Appellant's back surgery bills?
4. When Appellee is the exclusive administrator of the Wyoming Health Insurance Pool ("WHIP") and charged thereby with the duty of publicizing this expanded health insurance coverage to Wyoming residents, did Appel-lee, as Appellant's health insurer and the WHIP administrator, have a duty to Appellant to inform her that health insurance coverage was - available through WHIP for the health condition that Appellee excluded from the existing health insurance coverage it provided to Appellant?

Blue Cross sets out the following statement of the issues:

Was summary judgment properly granted in favor of Blue Cross Blue Shield of Wyoming by the district court upon Appellant's claims of a violation of the Health Insurance Portability and Accountability Act of 1996 (HIPAA) [42 U.S.C. § 300gg, et seq.], namely the provision applying to coverage of preexisting conditions, as well as Appellant's claims of promissory/equitable estop-pel, reasonable expectations doctrine, fraud and bad faith[?] In turn, was Appellant's Motion for Partial Summary Judgment properly denied[?]

FACTS

[14] In February 1994, O'Donnell obtained an individual health insurance policy from Blue Cross. O'Donnell had been treated for a cervical spine injury in 1991. As a condition of providing insurance to O'Donnell, Blue Cross required her to waive coverage for any treatment related to her cervical spine. The waiver form provided:

I understand and agree that Dixie is not to be covered under my application for Blue Cross and Blue Shield service now or in the future for the treatment of Cervical Spine and/or secondary complications or any condition related thereto.

(Emphasis in original.) O'Donnell signed and returned the waiver to Blue Cross.

[T5] The cover letter to O'Donnell's policy stated: "There is a twelve (12) month waiting period for any condition considered to be preexisting which is explained in the section entitled, 'What We Will Not Pay For General Limitations and Exelusions.' " That section provided:

[Whe will not pay for any of the following services, supplies, situations, hospitalizations or related expenses:
ok
PRE-EXISTING CONDITIONS: Any disease or physical condition manifesting itself in such a manner as would cause an ordinarily prudent person to seek medical advice, diagnosis, care or treatment, or for which medical advice, diagnosis, care or treatment was recommended or received during the six (6) months immediately preceding the effective date of coverage, or relating to a pregnancy which existed on the effective date of coverage, will NOT be covered as a benefit under this Agreement for a period of twelve (12) months following the subscriber's effective date of cover- . age.

The policy definition of "preexisting conditions" paralleled the statement set out in the limitations section.

[16] In June 1995, Blue Cross issued an endorsement to O'Donnell's policy intended to clarify existing contract language. Included in the endorsement was the addition of a definition for "waiver of coverage:"

A waiver of coverage is a written amendment to the application which permanently eliminates coverage for the particular disease or medical condition set forth in the written waiver signed by the subscriber.

O'Donnell has denied receiving this endorsement.

[T7] Blue Cross amended O'Donnell's policy in June 1997 through another endorsement. The purpose of the endorsement was to ensure that the policy complied with the provisions of HIPAA. The amendment included a modification to the exclusion of preexisting conditions:

Pre-existing Conditions: Any condition, (whether physical or mental), regardless of the ecause of the condition, for which medical advice, diagnosis, care or treatment was recommended or received within the six (6) month period immediately preceding the effective date of coverage, will not be covered as a benefit under this Agreement for a period of twelve (12) months following the subscriber's effective date of coverage. A pregnancy existing on the effective date of coverage is considered a pre-existing condition.
In determining whether this pre-existing condition exclusion period applies to an eligible subscriber, Blue Cross Blue Shield of Wyoming will credit the time an eligible subscriber was previously covered by creditable coverage, provided there was not a significant break (90) days) in coverage from the previous credible coverage. Waiting periods applicable under this individual health plan shall not be considered in determining if a significant break in coverage has occurred.

The definition of "preexisting conditions" was also modified to reflect the amendment to the policy. The endorsements incorporated the provisions of HIPAA relating to preexisting condition exclusions located in the Group Market Reforms section of that Act. See 42 U.S.C. §§ 300gg(a), 800gg(b)(1)(A) and s00gg(c)(1) & (2).

[¥8] In 1999, O'Donnell underwent a cervical dise fusion. O'Donnell submitted bills for her surgery to Blue Cross, which denied payment because the charges were "incurred for a condition that has been excluded from your coverage." O'Donnell subsequently filed suit against Blue Cross. O'Donnell raised three issues: whether the waiver was still valid after the 1997 amendment to her policy; whether Blue Cross had an affirmative duty to inform her of the availability of alternative insurance coverage for excluded medical conditions through the Wyoming Health Risk Insurance Pool (WHIP); and, whether any statements or actions by Blue Cross provided a basis for applying promissory or equitable estoppel to preclude Blue Cross from denying coverage for her 1999 surgery. The parties filed cross-motions for summary judgment. After a hearing, the district court granted Blue Cross' motion. The district court held that the waiver was valid under Wyoming law and not affected by the 1997 amendment to her policy. The court concluded that HIPAA was not applicable to O'Donnell's policy under the cireumstances and did not affect the validity of the waiver. The court also found that Blue Cross did not owe a duty to inform O'Donnell of the alternative insurance available from WHIP. O'Donnell has appealed the district court's ruling.

STANDARD OF REVIEW

[19] Our standard for reviewing summary judgments is well established:

Summary judgment is appropriate when no genuine issue as to any material fact exists and the prevailing party is entitled to have a judgment as a matter of law. A genuine issue of material fact exists when a disputed fact, if it were proven, would have the effect of establishing or refuting an essential element of the cause of action or defense which the parties have asserted. We examine the record from the vantage point most favorable to the party who opposed the motion, and we give that party the benefit of all the favorable inferences which may fairly be drawn from the record. We evaluate the propriety of a summary judgment by employing the same standards and by using the same materials as were employed and used by the lower court. We do not accord any deference to the district court's decision on issues of law.

Mathewson v. City of Cheyenne, 2003 WY 10, ¶ 4, 61 P.3d 1229, ¶ 4 (Wyo.2003) (quoting Andersen v. Two Dot Ranch, Inc., 2002 WY 105, 49 P.3d 1011, ¶ 10 (Wyo.2002)). This is an appeal from a disposition of eross-motions for summary judgment. When a district court grants one party's motion and denies the other party's motion and the court's decision completely resolves the case, both the grant and the denial of the motions for summary judgment are subject to appeal. McLean v. Hyland Enterprises, Inc., 2001 WY 111, ¶ 17, 34 P.3d 1262, ¶ 17 (Wyo.2001). Our review encompasses the entire case, including the grant and the denial of the cross-motions for summary judgment.

[110] Resolution of the issues before us in this case also requires the application of our rules for interpreting insurance contracts, which we recently set out in detail:

An insurance policy constitutes a contract between the insurer and the insured. Evans v. Farmers Insurance Exchange, 2001 WY 110, ¶ 8, 34 P.3d 284, ¶ 8 (Wyo.2001); Helm v. Board of County Commissioners, Teton Compty, Wyoming, 989 P.2d 1273, 1275 (Wyo.1999). As with other types of contracts, our basic purpose in construing or interpreting an insurance contract is to determine the parties' true intent. Polo Ranch Company v. City of Cheyenne, 969 P.2d 132, 136 (Wyo.1998). We must determine intent, if possible, from the language used in the policy, viewing it in light of what the parties must reasonably have intended. Sinclair Oil Corporation v. Republic Insurance Company, 929 P.2d 535, 540 (Wyo.1996). The nature of our inquiry depends upon how clearly the parties have memorialized their intent. Evans, 2001 WY 110, ¶ 8, 34 P.3d 284. Where the contract is clear and unambiguous, our inquiry is limited to the four corners of the document. Id.; Sterra Trading Post, Inc. v. Hinson, 996 P.2d 1144, 1148 (Wyo.2000).
We interpret an unambiguous contract in accordance with the ordinary and usual meaning of its terms. St. Paul Fire and Marine Insurance Co. v. Albany County School District No. 1, 763 P.2d 1255, 1258 (Wyo.1988). The parties to an insurance contract are free to incorporate within the policy whatever lawful terms they desire, and the courts are not at liberty, under the guise of judicial construction, to rewrite the policy. Hulse v. First American Title Company of Crook County, 2001 WY 95, ¶ 37, 83 P.3d 122, ¶ 37 (Wyo.2001); St. Paul Fire and Marine Insurance Co., 763 P.2d at 1258. It is only when a contract is ambiguous that we construe the document by resorting to rules of construction. Evans, 2001 WY 110, ¶ 9, 34 P.3d 284; Sinclair Oil Corporation, 929 P.2d at 539; Martin v. Farmers Insurance Exchange, 894 P.2d 618, 620 (Wyo.1995). Whether a contract is ambiguous is a question for the court to decide as a matter of law. Evans, 2001 WY 110, ¶ 9, 34 P.3d 284; Martin, 894 P.2d at 620.
A contract is ambiguous if indefiniteness of expression or double meaning obscure the parties' intent. Evans, 2001 WY 110, ¶ 9, 34 P.3d 284; Hansen v. Little Bear Inn Company, 9 P.3d 960, 964 (Wyo.2000). Ambiguity cannot be created by the subsequent disagreement between the parties regarding the meaning of a contract. Farmers Insurance Exchange v. Dahlheimer, 3 P.3d 820, 826 (Wyo.2000); Frost Construction Company v. Lobo, Inc., 951 P.2d 390, 394 (Wyo.1998). If the meaning of a provision in a contract is not readily apparent, the court may resort to competent evidence of extraneous cireumstances to determine the parties' intent. Wilder v. Cody Country Chamber of Commerce, 868 P.2d 211, 216 (Wyo.1994). - Reviewing courts are free to make a determination as to the existence of ambiguity whether or not the parties agree one way or the other and whether or not the trial court has reached a conclusion one way or the other. Examination Management Services, Inc. v. Kirschbaum, 927 P.2d 686, 689 (Wyo.1996); Amoco Production Company v. Stauffer Chemical Company of Wyoming, 612 P.2d 463, 465 (Wyo.1980).

Principal Life Insurance Company v. Summit Well Service, Inc., 2002 WY 172, ¶¶ 17-19, 57 P.3d 1257, ¶¶ 17-19 (Wyo.2002).

DISCUSSION

[T11] O'Donnell contends that the 1997 endorsement incorporated the Group Market requirements of HIPAA into her policy. O'Donnell argues that since that section of HIPAA does not permit exelusions that permanently deny coverage of a preexisting health condition, the waiver excluding coverage of her cervical spine condition was no longer effective. She further contends that the continuing validity of the waiver would offend the public policy considerations underlying HIPAA by allowing health insurance companies to eviscerate Congressional intent to restrict denial of coverage for preexisting health conditions. O'Donnell also argues that the endorsement's adoption of HIPAA's Group Market rules, insofar as they relate to coverage of previously excluded health conditions, in conjunction with the failure of Blue Cross to explicitly state that "waivers" would not be affected by the endorsement, rendered the insurance policy in question uncertain and ambiguous with respect to coverage for her cervical spine condition requiring the application of the "reasonable expectations" doctrine and a liberal interpretation of the policy in her favor.

[112] We begin by attempting to ascertain the parties' intent from the language of the policy. As a condition of coverage, O'Donnell signed the waiver precluding her cervical condition from the seope of the policy:

I understand and agree that Dixie is not to be covered under my application for Blue Cross and Blue Shield service now or in the future for the treatment of Cervical Spine and/or secondary complications or any condition related thereto.

(Emphasis in original.) The term "waiver" was not defined in the policy until 1995 when Blue Cross issued an endorsement stating it was "a written amendment to the application which permanently eliminates coverage for the particular disease or medical condition set forth in the written waiver signed by the subscriber." Although O'Donnell denied receiving the 1995 endorsement, she does not contest the validity of the waiver at the time she signed it. The concept of "waiver" has an established meaning in Wyoming law and "parties to a contract are presumed to enter into their agreement in light of existing principles of law." Union Pacific Resources Company v. Texaco, Inc., 882 P.2d 212, 222 (Wyo.1994) (citing Black & Yates, Inc. v. Negros-Philippine Lumber Company, 32 Wyo. 248, 231 P. 398, 401 (1924)). A waiver is "the intentional relinquishment of a known right that must be manifested in some unequivocal manner." Jensen v. Fremont Motors Cody, Inc., 2002 WY 173, ¶ 16, 58 P.3d 322, 327 (Wyo.2002) (citing Baldwin v. Dube, 751 P.2d 388, 392 (Wyo.1988)). The language of the waiver is clear and unambiguous: The parties intended that the policy would not cover any treatment for O'Donnell's cervical spine or any related conditions "now or in the future." While the policy also included a standard clause on the coverage of preexisting conditions, the structure of the policy clearly indicates intent by the parties to treat the cervical spine condition differently from any other preexisting conditions O'Donnell may have had. In other words, the policy considered the preexisting conditions clause applicable to other conditions exclusive of O'Donnell's cervical spine. To conclude that the preexisting conditions clause in the policy had any relation to the cervical spine condition would render the existence of the waiver superfluous in clear contravention of the parties' explicit intent otherwise.

[113] As the district court noted, since the preexisting conditions elause had no relevance to the waiver, the 1997 endorsement that modified the definition of a preexisting condition had no effect on "the coverage status for treatment of [O'Donnell's] cervical spine condition because the waiver precluded any coverage for that condition regardless of whether it was a preexisting condition under the policy." An amendment or modification to an agreement leaves intact those provisions of the original agreement not expressly or impliedly superseded. Tegani v. Allied Princess Bay Company, 204 A.D.2d 618, 612 N.Y.S.2d 227, 228-29 (N.Y.A.D. 2 Dept.1994); 17A C.J.S. Contracts § 408 (1999). The 1997 endorsement to the policy clearly did not expressly supersede the waiver. Since the waiver was originally intended to operate separately from the preexisting conditions clause, there is no basis for finding an implied repeal of the waiver.

[T14] The 1997 endorsement to O'Donnell's policy that amended the definition of a preexisting condition tracks the language found in HIPAA at 42 U.S.C. § 300gpg(a). This section of HIPAA applies to group insurance policies. O'Donnell contends that the incorporation of the definitional language for preexisting conditions into her policy indicates an intent by Blue Cross to adopt all of the provisions relating to group policies. From that proposition, she argues that the section of HIPAA in question precludes use of waivers or exclusions to permanently deny coverage of a preexisting health condition and, accordingly, the waiver is no longer valid. O'Donnell's argument fails for several reasons. First, as we have already noted, the preexisting conditions clause of her policy is separate from the waiver and has no effect on it. Thus, the adoption of a new definition for preexisting conditions based on HIPAA is irrelevant to the validity of the waiver.

[115] Second, O'Donnell's policy is an individual, not a group, policy. The policy was not purchased through an employer or any other group. O'Donnell purchased it on her own initiative. With respect to individual policies, the relevant portion of HIPAA provides:

(a) Guaranteed availability
(1) In general
Subject to the succeeding subsections of this section and section 300gg-44 of this title, each health insurance issuer that offers health insurance coverage (as defined in section 800gg-91(b)(1) of this title) in the individual market in a State may not, with respect to an eligible individual (as defined in subsection (b) of this section) desiring to enroll in individual health insurance coverage
(A) decline to offer such coverage to, or deny enrollment of, such individual; or
(B) impose any preexisting condition exelusion (as defined in - section 300gg(b)(1)(4) of this title) with respect to such coverage.
(2) Substitution by State of acceptable alternative mechanism
The requirement of paragraph (1) shall not apply to health insurance coverage offered in the individual market in a State in which the State is implementing an acceptable alternative mechanism under section 300gg-44 of this title.

42 U.S.C. § 800gg-4l(a)(l) & (2). HIPAA bans the imposition of any preexisting condition exclusion in an individual health insurance policy unless a state has implemented an acceptable alternative mechanism under the Act. Wyoming has implemented such an alternative mechanism through WHIP at Wyo. Stat Ann. §§ 26-48-101 through 26-43-1183. WHIP provides coverage for persons who have been denied coverage for preexisting - conditions. § 26-48-108(a)(i). The implication of this statutory design is that exclusions of preexisting conditions are permissible in Wyoming under HIPAA because of the enactment of "an acceptable alternative mechanism." - There is nothing in HIPAA or WHIP that prohibits an insurance provider from utilizing a waiver to accomplish that objective. Indeed, to find otherwise would render the referenced provision of HIPAA meaningless for there would be no reason for a program like WHIP to even exist.

[116] We have found the language of the waiver and the policy to be unambiguous. Accordingly, O'Donnell's argument for the application of the "reasonable expectations" doctrine, which considers the reasonable expectations of the person applying for the insurance, is unavailing:

Where insurance contract terms are clear and unambiguous, the "reasonable expectations" of the contracting parties are irrelevant to contract construction issues. A rule of construction that considers the reasonable expectations of the parties is of no assistance where the policy terms are clear and unambiguous. We hold that the contract terms here are clear and unambiguous, and rules of construction such as the doctrine of reasonable expectations are inapplicable.

Ahrenholtz v. Time Insurance Company, 968 P.2d 946, 950 (Wyo.1998) (quoting Pribble v. State Farm Mutual Automobile Insurance Company, 933 P.2d 1108, 1113-14 (Wyo.1997)).

[117] In an alternative argument, O'Donnell contends that Blue Cross owed an affirmative duty to disclose the availability of alternative insurance coverage for her cervical spine condition through WHIP. O'Donnell asserts that there is a special relationship between an insured and an insurer, and that where an insured has inadequate coverage for a particular peril and where the insurer is aware of that cireumstance but fails to advise the insured of the lack of coverage or alternative available coverage that could have prevented the loss, then the insurer is liable for any loss. O'Donnell also contends that Blue Cross had a particular duty to advise her about the existence of WHIP arising out of Blue Cross' status as administrator of that program. Since Blue Cross breached this duty by not informing her of the alternative coverage, O'Donnell argues that Blue Cross should be estopped from denying coverage for her cervical spine surgery under her poli-ey.

[118] Among cases from other jurisdictions, O'Donnell cites to our decision in Darlow v. Farmers Insurance Exchange, 822 P.2d 820 (Wyo.1991). In that case, the insured argued that the insurer violated its duty of good faith and fair dealing by intentionally failing to inform the insured of available policy benefits and misrepresenting the insured's rights under the policy. Id., at 827. We held that:

[ The duty of good faith and fair dealing includes informing an insured as to coverage and policy requirements when it is apparent to the insurer that (1) there is a strong likelihood that its insured only can be compensated fully under her own policy and (2) the insured has no basis to believe that they must rely upon their policy for coverage.

822 P.2d at 828 (citing Gatlin v. Tennessee Farmers Mutual Insurance Company, 741 S.W.2d 324, 326 (Tenn.1987)). In that case, we concluded that the insurer had not violated its duty because the insured knew and understood the terms of the policy. We also noted that the insured had never requested an explanation of the medical benefits payments under the policy so there was no occasion for the insurer to advise the insured of those rights under the policy and, hence, no violation of any obligation to inform the insured. Id., at 828-29.

[T 191 O'Donnell misconstrues the nature of the duty identified in Darlow and the cases she cites from other jurisdictions. The duty set forth in those cases and in Darlow requires an insurer to inform an insured of the seope of coverage provided in the policy. The duty is specific to the particular policy issued. In certain circumstances, this duty may encompass an affirmative obligation on the part of the insurer when it is aware that certain activities of the insured may result in exposure to risks not covered under the current insurance policies. In its essence, the duty requires an insurer to clearly inform an insured not only what is covered by the policy but what is not. The duty does not include a requirement to inform an insured of alternative coverage available from the insurer or third parties. The insurer must only inform the insured of the scope of coverage provided in the policy, and it is incumbent upon the insured to act on that information. If an insured knows and understands the terms of the policy, then there can be no violation of the duty. 822 P.2d at 828-29. The cases from other jurisdictions cited by O'Donnell are consistent with this proposition. See, e.g., Louwagie v. State Farm Fire and Casualty Company, 397 N.W.2d 567 (Minn.App.1986) (remanded for trial on question of the liability of insurer for selling policy to insured that did not provide coverage for workers' compensation where it was alleged that insurer knew at the time the policy was purchased that insured sought such coverage); United Farm Bureau Mutual Insurance Company v. Cook, 463 N.E.2d 522 (Ind.App. 1 Dist.1984) (insurer breached duty to exercise reasonable care by failing to inform insured that insurance policy did not cover project after insured inquired about coverage); Campbell v. Valley State Agency, 407 N.W.2d 109 (Minn.App.1987) (remanded for trial on question whether insurer breached duty to inform insured on the adequacy of coverage offered under the policy).

[ 120] Like the insured in Darlow, O'Donnell knew and understood her policy. There is no question that she was aware that her policy did not cover her cervical spine condition. Within this context, it is irrelevant that Blue Cross is the administrator of WHIP. Since it is unquestioned that O'Donnell knew her condition was not covered, there simply was no violation by Blue Cross of any obligation to inform her. 822 P.2d at 828-29.

CONCLUSION

[121] The waiver signed by O'Donnell excluding coverage of her cervical spine condition was not invalidated by the subsequent amendments to her insurance policy. The district court's decision is affirmed.

      . The district court ruled that O'Donnell had not established a sufficient factual basis to support her claims of promissory or equitable estoppel. O'Donnell did not address the district court's ruling on this claim in her appellate brief. Generally, an issue not raised or supported with cogent argument in an appellant's brief is considered waived. Doctors' Company v. Insurance Corporation of America, 864 P.2d 1018, 1028 (Wyo.1993). Although Blue Cross addressed this issue in its brief, we consider the claim waived and will not address it.

      . HIPAA - differentiates between - "individual health coverage" and "group health coverage." Individual health coverage "means health insurance coverage offered to individuals in the individual market." 42 U.S.C. § 300gg-91(b)(5). The "individual market" is defined as "the market for health insurance coverage offered to individuals other than in connection with a group health plan." 42 U.S.C. § 300gg-91(e)(1)(A). In contrast, group health coverage is defined as insurance obtained in connection with a plan offered by an employer. 42 U.S.C. § 300gg-9l(a)(1) & (b)(4). There is no question that O'Donnell obtained her insurance policy as an individual and not through an employer.


source: Caselaw Access Project

author: GOLDEN, Justice.

license: Public Domain

text:
    2003 WY 113
    Wilbur K. WARNICK; Dee J. Warnick; and Warnick Ranches, Appellants (Defendants), v. Randall M. WARNICK, Appellee (Plaintiff). Randall M. Warnick, Appellant (Plaintiff), v. Wilbur K. Warnick, Dee J. Warnick, and Warnick Ranches, Appellees (Defendants).
    Nos. 02-131, 02-155.
    Supreme Court of Wyoming.
    Sept. 11, 2003.

      Representing Appellant: Dennis M. Kir-ven of Kirven and Kirven, P.C., Buffalo, Wyoming.
    Representing Appellee: Timothy C. Kingston of Graves, Miller & Kingston, P.C., Cheyenne, Wyoming; Charlee E. Graves, Sheridan, Wyoming.
    Before HILL, C.J., and GOLDEN, LEHMAN, KITE, and VOIGT, JJ.
   GOLDEN, Justice.

[T1] A general partner in a family ranch business sued the partnership and the other two partners on various contract, quasi-contract and partnership theories, seeking recovery of his partnership interest. On cross motions for summary judgment, the district court granted Plaintiff's motion, found that dissociation and buyout of the Plaintiff was the appropriate remedy and entered judgment in the amount of $230,819.14 for his share of the ranch's value. Defendants appealed; Plaintiff cross-appealed the caleulation of his partnership share. Finding that the district court erred in its calculation of the buyout price of the dissociated partner's interest, we reverse in part and remand with instructions.

ISSUES

[12] Wilbur and Dee Warnick, along with Warnick Ranches, state the issues as follows:

A. - Did the District Court err in failing to accrue interest on additional cash contributions made by each of the partners to Warnick Ranches in accordance with W.S. § 17-21-401(e) when calculating the buyout of a disassociated partner?
B. Were guaranteed payments attributed to Wilbur Warnick and left in the Warnick Ranch Partnership (unpaid) additional cash contributions as either capital or loans?
C. If additional cash contributions were not loans under W.S. § 17-21-401(d), did the District Court err in granting summary judgment when genuine issues of material fact exist concerning the capital accounts in the Warnick Ranch Partnership?

Randall Warnick re-frames the issues:

1. Did cash payments made by the Appellants constitute interest-bearing loans?
2. Is there a genuine issue of material fact regarding the parties' respective ownership interests or financial stakes in the partnership?
8. Should several guaranteed payments to one of the partners be considered cash contributions or loans to the partnership?
4. Did the District Court incorrectly ex-ereise its "equitable discretion" when it reduced the amount that the Appellee was entitled to from the total value of the partnership?

FACTS

[T3] In August 1978, Wilbur and Dee Warnick and their son Randall Warnick contracted to purchase a ranch in Sheridan County for an agreed price of $335,000, with $90,000 down plus $245,000 in installments over ten years at 8% interest. In April 1979, they formed Warnick Ranches general partnership to operate the ranch and complete the installment purchase agreement. The partnership agreement recited that the initial capital contributions of the partners totaled $60,000, paid 36% by Wilbur, 30% by Dee, and 34% by Randall.

[T4] The partnership leased out the ranch property for the first two years. Wilbur and Dee Warnick then moved onto the ranch in 1981, living there and working the ranch up to the present time. Randall lived and worked on the ranch during the 1981 and 1982 summer haying seasons and again from 1991 to 1998.

[T5] The partners over the years each contributed additional funds to the operation of the ranch and received cash distributions from the partnership. After 1988, Randall contributed very little new money and almost all of the additional funds to pay off the mortgage came from Wilbur and Dee War-nick. Wilbur also left in the partnership account two $12,000 cash distributions that were otherwise payable to him. The net cash contributions of the partners through 1999, considering the initial contributions, payments to or on behalf of the partnership, draws not taken and distributions from the partnership were:

Wilbur - $170,112.60 (51%)
Dee 138,884.63 (41%)
Randall 25,406.28 ( 8%)

[16] In 1998, Randall Warnick began having discussions with his brother about the possibility of selling his interest in Warnick Ranches. When Randall mentioned this to his father, a dispute arose between them concerning the percentage of the partnership that Randall owned. Finally, on April 14, 1999, Randall's attorney sent a letter to War-nick Ranches which stated:

I have been asked to contact you regarding [Randall's] desire to either sell his interest in the ranch to a third party, to the partnership, or to liquidate the partnership under Paragraph 12 of the partnership agreement.
* * * * [I]t would appear that it would be in the best interests of all to amicably agree to a selling price of his interest either to a third party or to the partnership as provided in the partnership agreement.

[17] On August 11, 1999, Warnick Ranches responded in writing, treating the letter from Randall's attorney as the expressed will of a partner to dissociate. The partnership's response included a tender offer for Randall's share, as provided under Wyo. Stat. Ann. § 17-21-701(e) and (g) in the case of a dissociating partner. Randall in turn exercised his right under § 17-21-701(G) to reject the tender and bring an action against the partnership to determine his interest in the partnership, including a buyout price if he is determined to be dissociated from the partnership.

[T8] The case was submitted to the district court on cross motions for summary judgment. The parties stipulated to facts regarding the cash flows into and out of the partnership accounts, as well as the partnership tax returns for each year from 1979 through 1999. They also submitted affidavits, depositions, interrogatories and requests for admission in support of their respective motions.

[19] The district court, in granting Randall Warnick's motion for summary judgment, found that dissociation of Randall as a partner was the appropriate remedy and that the schedule of ownership recited in the partnership agreement, absent evidence of any other written agreement, controls the partners' percentage upon dissolution or dissociation. The court awarded judgment to Randall Warnick for the amount of his cash contributions, plus 34% of the partnership assets' increase in value above all partners' cash contributions. As a result of that caleu-lation, $280,819.14, or 25.24%, of the undisputed value of the partnership was awarded to Randall, without provision of interest for any partner in the calculation.

DISCUSSION

Standard of Review

[110] We recently reiterated our "well-settled" standard of review for considering the grant of a summary judgment.

When a motion for summary judgment is before the supreme court, we have exactly the same duty as the district judge; and, if there is a complete record before us, we have exactly the same material as did he. We must follow the same standards. The propriety of granting a motion for summary judgment depends upon the correctness of a court's dual findings that there is no genuine issue as to any material fact and that the prevailing party is entitled to judgment as a matter of law. This court looks at the record from the viewpoint most favorable to the party opposing the motion, giving to him all favorable inferences to be drawn from the facts contained in affidavits, depositions and other proper material appearing in the record. We separate the formal and pretended from the genuine and substantial so only the latter may be considered in eliminating the burden of a formal trial if only questions of law are left to decide; there must be no issue of material fact to decide. Weaver v. Blue Cross-Blue Shield, Wyo., 609 P.2d 984, 986-987 (1980). A material fact, expressed in various ways, is one having legal significance which would in a given case control the legal relations of the par-tiles; one upon which the outcome of the litigation depends in whole or in part; one on which the controversy may be determined; one which will affect the result or outcome of the case depending upon its resolution; or one which constitutes a part of the plaintiffs cause of action or the defendant's defense. Johnson v. Soulis, Wyo., 542 P.2d 867 (1975). Summary judgment affords an opportunity for prompt disposition of a lawsuit in its early stages, permitting an end to unfounded claims and avoiding the expense of a full-fledged trial to both litigants and the state's judicial machinery. Bluejacket v. Carney, Wyo., 550 P.2d 494 (1976).

Mclean v. Hyland Enterprises, Inc., 2001 WY 111, ¶ 14, 34 P.3d 1262, ¶ 14 (Wyo.2001) (quoting Reno Livestock Corp. v. Sun Oil Co. (Delaware), 638 P.2d 147, 150-51 (Wyo.1981)).

[111] We also discussed in Mclean the general rule that the denial of a summary judgment motion is not an appealable final order. However, "when the district court grants one party's motion for a summary judgment and denies the opposing party's motion for a summary judgment and the district court's decision completely resolves the case, both the grant and the denial of the motions for a summary judgment are subject to appeal." Mclean, ¶ 17 (quoting Lieberman v. Wyoming.com LLC, 11 P.3d 853, 356 (Wyo.2000)). We will therefore review the entire case, including the denial of the defendants' summary judgment motion.

Statutory Provisions

[112] Resolution of this matter relies almost entirely on application of the Wyoming Revised Uniform Partnership Act ("RUPA"), Wyo. Stat. Ann. §§ 17-21-101 et seq. (Lexis Nexis 2003), which the Wyoming legislature adopted in 1994 as a replacement for the Uniform Partnership Act.1998 Wyo. Sess. Laws ch. 194. RUPA is applicable in this case because by its terms it applies "to all partnerships in existence on January 1, 1994, that were formed under the Wyoming Partnership Act or any predecessor law providing for the formation, operation and liquidation of partnerships." § 17-21-1008(a). RUPA states in pertinent part:

[ A] partnership agreement governs relations among the partners and between the partners and the partnership. To the extent the partnership agreement does not otherwise provide, this chapter governs relations among the partners and between the partners and the partnership.

§ 17-21-108(a). "The Revised Act is, therefore, largely a series of 'default rules' that govern the relations among partners in situations they have not addressed in a partnership agreement." Uniform Partnership Act, Pref. Note, 6 U.L.A. 6-7 (1997). See also, B & R Builders v. Beilgard, 915 P.2d 1195, 1197 (Wyo.1996).

[113] During the existence of the partnership, each partner has authority to act on behalf of the partnership, §§ 17-21-801, 4018), and "[aJl partners are Hable jointly and severally for all obligations of the partnership unless otherwise agreed by the claimant or provided by law." § 17-21-306(a). "A partner may lend money to and transact other business with the partnership," § 17-21-404(f), and "[al partnership shall repay a partner who, in aid of the partnership, makes a payment or advance beyond the amount of capital the partner agreed to contribute." § 17-21-401(d). Such a payment or advance by a partner constitutes a loan to the partnership which accrues interest from the date of the payment or advance. § 17-21-401(e).

[T14] The provisions of the Warnick Ranches Partnership Agreement addressing the above subjects are paragraphs six and nine, which state:

6. CAPITAL - CONTRIBUTION. - The parties hereto hereby agree to contribute the personal property listed on Exhibit "A" attached hereto to the Partnership to be used in the Partnership business. By unanimous agreement of all Partners, additional contributions may be made to, or withdrawals may be made from, the capital of the Partnership.
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9. ACCOUNTING. On December 31 of each year, the accounts of the Partnership business will be closed for the year. As of that date, the Partnership income and expenses will be totaled and the difference shall be divided among the Partners on any basis which is mutually agreed upon by all Partners, giving due consideration to services rendered during the year by each Partner, drawings during the year by each Partner and the amount of capital invested by each Partner during such year.

The partnership agreement is entirely silent as to how cash advances or payments on behalf of the business are to be treated. The partners knew that additional cash would be needed to make the mortgage payments on the ranch, and perhaps assumed that paragraph six of their agreement would cover the additional funds when they would unanimously agree to adjust the capital accounts when a partner paid more money into the operation.

[115] It is, however, undisputed that the partners never entered into a unanimous agreement to amend their partnership agreement or to reflect additional capital contributions. It is also undisputed that the advances by the partners were not anywhere documented as a loan to the partnership rather than capital contributions. The district court found these facts dispositive in granting Randall Warnick's summary judgment motion. The court specifically found that there was no documentation to support a conclusion that the payments by the elder Warnicks were a loan, so they could not be treated as a loan.

[2] [116] The district court's decision, however, misapplies the clear provisions of the Revised Uniform Partnership Act. RUPA operates automatically if a partnership agreement does not have contrary provisions; it is not necessary for an agreement to adopt the statutory partnership provisions. In this sense, RUPA operates like the Uniform Probate Code, which fills in the blanks of an estate plan for those who die intestate or with a will that does not address a contingency that has occurred.

[117] The district court's calculations in this case treat the mortgage payments as neither capital contributions nor advances, but as something else not contemplated by RUPA. The partnership agreement at paragraph ten and RUPA at § 17-21-401(k) are consistent in requiring that the partners must unanimously consent to any amendments of the partnership agreement. Advances are not addressed in the agreement, so we must turn to RUPA's default provisions in that regard. B & R Builders, 915 P.2d at 1199. Nothing in RUPA requires advances to the partnership or payment of partnership debts by partners to be memorialized in writing as a loan. In fact, the act addresses payments and advances in several places without requiring a writing or unanimous partner approval:

e § 17-21-401(c) requires the partnership to reimburse a partner for payments made by the partner in the ordinary and proper conduct of the business of the partnership or for the preservation of its business or property;
e § 17-21-401(d) requires the partnership to reimburse a partner for a payment or advance to the partnership beyond the amount of capital the partner agreed to contribute;
e § 17-21-401(e) provides that a partner's cash payment on behalf of the partnership automatically constitutes a loan which accrues interest from the date of the payment;

Read in pari materia, these provisions of the act evidence a presumption that additional amounts paid by a partner, over and above the capital contributions recited in the partnership agreement or agreed to, are presumed to be loans to the partnership, with interest payable from the date of the advance. RUPA is unequivocal on this point. The drafters) comment to § 401(d) states: "Subsection (d) is based on UPA Section 18(c). It makes explicit that the partnership must reimburse a partner for an advance of funds beyond the amount of the partner's agreed capital contribution, thereby treating the advance as a loan." Uniform Partnership Act § 401, emt. 5, 6 U.L.A. 185 (1997).

[¥18] Warnick Ranches partnership was formed "for the purpose of managing and operating a farming and ranching business" on property that was subject to a mortgage at the time the partnership was formed. It was entirely foreseeable that additional cash would be needed to meet the mortgage payments, as in fact happened. The California Court of Appeals ruled recently that partners have no duty to make capital contributions beyond the partnership agreement, even to prevent foreclosure of the partnership property. Jones v. Wagner, 90 Cal.App Ath 466, 108 Cal.Rptr.2d 669, 674 (4 Dist.2001). The silence of the partnership agreement on this point, combined with the statutory presumption in favor of advances over capital contributions, leads necessarily to the conclusion that a partner's payment of the Warnick Ranch mortgage, without the unanimous consent required for additional capital contributions, would be an advance and a loan to the partnership.

[119] In his brief, Randall Warnick argues a policy reason for the opposite position, i.e., that treating an advance as a loan would allow a partner to unilaterally dilute the other partners' shares. That argument is one for the legislature, which could not have stated more clearly that a partner's capital share is measurable only after all partnership's liabilities, including those arising from partner advances, are satisfied.

[120] We turn then to the consequences of this dispute. RUPA, with the goal of avoiding unnecessary dissolutions of partnerships, contains a significant change from pri- or partnership law. Again in the words of the drafters:

RUPA dramatically changes the law governing partnership breakups and dissolution. An entirely new concept, "dissociation," is used in leu of the UPA term "dissolution" to denote the change in the relationship caused by a partner's ceasing to be associated in the carrying on of the business....
Under RUPA, unlike the UPA, the dissociation of a partner does not necessarily cause a dissolution and winding up of the business of the partnership. Section 801 identifies the situations in which the dissociation of a partner causes a winding up of the business. Section 701 provides that in all other situations there is a buyout of the partner's interest in the partnership, rather than a windup of the partnership business. In those other situations, the partnership entity continues, unaffected by the partner's dissociation.

Uniform Partnership Act § 601, emt. 1, 6 U.L.A, 164 (1997).

[T21] The Warnick Ranch Partnership Agreement is again silent as to dissociation, addressing only liquidation. RUPA states that a partner has the power to dissociate at any time by express will, § 17-21-602(a), and that:

(a) A partner is dissociated from a partnership upon:
(1) Receipt by the partnership of notice of the partner's express will to withdraw as a partner or upon any later date specified in the notice;
(v) On application by the partnership or another partner, the partner's expulsion by judicial decree because:
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(C) The partner engaged in conduct relating to the partnership business which makes it not reasonably practicable to carry on the business in partnership with that partner.

§ 17-21-601.

[T22] The District Court, without specifying any of the above reasons, concluded that "[dlissociation of Plaintiff from the Partnership is the appropriate remedy at this time." We cannot disagree. The partners held discussions in 1983 and again in 1998 regarding the possibility of Randall's selling his partnership interest to his parents or to his brother. The 1998 discussion devolved into a heated dispute, and eventually this litigation, between Randall and his parents about Randall's percentage of ownership. The record even includes allegations of physical disputes between Randall and his father, and of Randall Warnick's paying personal expenses out of the partnership checking account. Randall conceded in his deposition that reconciliation among the partners was not a realistic possibility.

[123] Under these cireumstances, the record supports the district court's conclusion that there was no genuine issue as to the material fact that a dissociation occurred. Considering the April 1999 letter from Randall's attorney to the partnership, in the context of deposition testimony regarding allegations of physical violence and misappropriation of partnership funds, we determine that the date of the letter is the date of dissociation.

[124] However, the court erred in its calculation of the judgment. RUPA states that a dissociated partner's interest in the partnership shall be purchased by the partnership for a buyout price. §§ 17-21-608(a), 701(a), (b). The buyout price is equal to the amount that would have been distributable to the dissociating partner under § 17-21-808(b) if, on the date of the dissociation, the partnership's assets had been sold. $ 17-21-701(b). However, § 808(a) provides that partnership assets must first be applied to discharge partnership liabilities to creditors, including partners who are creditors. As noted above, as each partner advanced funds to pay the mortgage or other partnership expenses, that partner became a creditor of the partnership for the amount advanced, and is entitled to interest on each amount from the date of the advance. In calculating Randall's buyout price, it is therefore necessary to first calculate the amount that the partnership owes to each partner for advances to the partnership, with interest accrued from the date of each advance at the rate specified in § 17-21-104(b).

[125] Next, there is the matter of two $12,000 draws, or "guaranteed payments," that Wilbur Warnick was entitled to in 1998 and 1999, but actually left in the partnership account and did not receive. The guaranteed payment arrangement was at Randall's request and agreed among the partners in order to provide Randall an income and to avoid the partnership showing a taxable profit. Randall received his draw as agreed in 1998 and 1999 but Wilbur did not, even though he reported it as personal income and paid taxes on it. At the time he became entitled to the "guaranteed payment," the $12,000 was Wilbur's personal money and his leaving it with the partnership was the functional equivalent of another advance to the partnership. § 17-21-401(d) see, Hamilton Airport Advertising, Inc. v. Hamilton, 462 N.E.2d 228, 238 (Ind.App. 4 Dist.1984). Upon remand, therefore, in calculating the buyout price for Randall War-nick's share, it is necessary to first calculate the amount the partnership owes Wilbur Warnick for the two $12,000 draws he left with the partnership, with interest from the date he was entitled to the payments.

[126] Finally, we agree with the district court's denial of Randall Warnick's other claims for relief, As discussed above, a partnership disagreement is controlled by the terms of the partnership agreement. To the extent the agreement is silent, RUPA provides the default provisions. Just as the parol evidence rule operates to prevent extrinsic evidence from being used to contradict, subtract from, add to, or vary the terms of an unambiguous contract, Collins v. Finnell, 2001 WY 74, ¶ 10, 29 P.3d 93, ¶ 10 (Wyo.2001), it also operates to prevent extrinsic evidence from being used to avoid RUPA's default provisions when the agreement is silent or ambiguous. Randall War-nick on his cross appeal complains that the court improperly fashioned an equitable remedy. RUPA itself preserves equitable considerations, § 17-21-104(a), and we are in any event directing that the dissociation buyout remedy is to be calculated in accord with statutory standards.

CONCLUSION

[127] A partnership agreement governs relations among general partners and between partners and their partnership. To the extent the agreement is silent or ambiguous, the Revised Uniform Partnership Act provisions apply. Review of the entire ree-ord leads us to conclude that there is no genuine issue regarding the fact that a partner dissociation occurred, and that the Plaintiff is entitled to a judgment as a matter of law for the buyout price of his interest. However, the district court's calculation of the dissociated partner's buyout price is reversed and the case remanded for a calculation of that price after repayment of partner advances as loans, in accord with the statute and this decision.