Slaughter, J.
For decades, the board of a county REMC, a rural electric membership cooperative, adopted a series of policies providing health-insurance benefits to former directors who met certain conditions. We must decide, as an issue of first impression in Indiana, whether the board policy at issue here created a binding contract with the REMC’s former directors. We hold there was not a contract because the policy was not an offer.
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Under settled Indiana law, a contract requires “offer, acceptance, and consideration”. Indiana Dep’t of State Revenue v. Belterra Resort Indiana, LLC, 935 N.E.2d 174, 179 (Ind. 2010), opinion modified on reh’g, 942 N.E.2d 796 (Ind. 2011). This is true whether a contract is unilateral or bilateral. See Orr, 689 N.E.2d at 720–21 (discussing offer, acceptance, and consideration in the context of a unilateral contract). The plaintiffs contend the board’s 2018 policy, which eliminated the health-care reimbursement plan for former directors, breached Clark REMC’s contract with them. The policies went through many formulations from 1972 to 2018, but we look to the 2014 version as the purported moment of contract formation. That is when the board established the health-care reimbursement plan, which remained unaltered until the board rescinded it in 2018. The 2014 policy provided in relevant part…
We hold there was no contract as to any plaintiff because the board’s 2014 policy did not manifest Clark REMC’s intention or invitation to contract. With no intention to contract, there was no offer; with no offer, there was no binding agreement. Thus, we reverse the trial court’s contrary judgment.
“An offer is defined as the manifestation of willingness to enter into a bargain, so made as to justify another person in understanding that his assent to that bargain is invited and will conclude it.” Zimmerman v. McColley, 826 N.E.2d 71, 77 (Ind. Ct. App. 2005) (cleaned up) (quoting Restatement (Second) of Contracts § 24 (1981)); accord Conwell v. Gray Loon Outdoor Mktg. Grp., Inc., 906 N.E.2d 805, 813 (Ind. 2009) (requiring reasonable certainty of contract terms “including by whom and to whom”). Here, as an initial matter, the 2014 policy did not show Clark REMC’s intent was to contract with another person. Rather, the policy was simply the board’s internal communication with itself. It was not styled as a “contract” or “agreement” with—or as an offer to—an individual director but as a “Policy of the Board of Directors”. It did not memorialize terms and conditions but set out “the practice of the Cooperative”. Also, the policy was signed only by the board secretary—and not by the individual plaintiffs or by the board on Clark REMC’s behalf. And the policy fell explicitly under the category of “Governance Process”. Indeed, the secretary’s signature served only as an “affirmation of official Board action adopting this policy”. No designated evidence shows it was directed to any plaintiff in any capacity outside his role as a director acting collectively on Clark REMC’s behalf. The 2014 policy merely formalized the board’s internal operations and did not manifest an intention or invitation by Clark REMC to contract with another. Thus, it was not an offer that any director could accept to form a binding, enforceable contract.
Moreover, the 2014 policy did not convey a promise to any plaintiff with reasonable certainty. The mere “expressed intention to do a given thing” is not a promise and does not create a binding obligation…
Here, the 2014 policy contained no promise at all, only an expression of the board’s contemporaneous intention to provide health-insurance benefits to its former directors—an intention that could, and did, change over time. Nothing in this policy suggested the board was promising to continue this benefit in perpetuity or for a former director’s lifetime. The plaintiffs implicitly conceded this point in their summary-judgment motion by acknowledging: “In other words, the REMC agreed to provide health insurance benefits that survived any changes to the contrary.” The plaintiffs cannot contend that Clark REMC agreed to continue providing lifetime health benefits without change when they posit that Clark REMC agreed to provide benefits only until it made “changes to the contrary.”
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The 2014 board policy, which established reimbursement benefits for former directors, was not an offer because it did not convey with reasonable certainty promises manifesting an intention or invitation to contract with another. With no offer, there was no contract, and the plaintiffs’ breach-of-contract claims must fail. We reverse the trial court’s grant of summary judgment to the plaintiffs and remand with instructions to enter judgment for Clark REMC.
Rush, C.J., and David, Massa, and Goff, JJ., concur.