UNITED STATES COURT OF APPEALS
FOR THE TENTH CIRCUIT

________________ _________________ BEHAVIORAL MEDICINE CONSULTING, LLC, a Montana limited liability company; KE ITH BROWN, M.D., an individual, Plaintiffs - Appellants,

v. CHG COMPANIES, INC., d/b/a CompHealth, a Delaware corporation, Defendant - Appellee. No. 23-4047 (D.C. No. 2:19- CV-00967-JNP) (D. Utah)

________________ _________________ ORDER AND JUDGMENT *

________________ _________________ Before MORITZ , MURPHY , and CARSON , Circuit Judges.

________________ _________________ When entities contract as part of a bus iness relationship, we generally hold them to the benefit of the ag reed-on bargain even if one party subsequently claims it expected a deal contrary to the contract’s express, clea r, and unambiguous terms. Plaintiff Behavioral Medicine Consultin g, LLC and Defendant CHG Companies, Inc., d/b/a CompHealth signed a services contract that allowed Defendant to both place Plaintiff Keith Brown, M.D. (“Dr. Brown”) in an employment position and

* This order and judgment is not bi nding precedent, except under the doctrines of law of the case, res judica ta, and collateral estoppel. It may be cited, however, for its persuasive value consiste nt with Fed. R. App. P. 32.1 and 10th Cir. R. 32.1. FILED United States Court of Appeals Tenth Circuit 

### September 19, 2024 Christopher M. Wolpert Clerk of Court Appellate Case: 23-4047 Document: 69-1 Date Filed: 09/19/2024 Page: 12 cancel that placement. Defenda nt exercised both rights th e next week when it placed Dr. Brown in a position but canceled it shortly afterward. Plaintiffs complain that the cancelation constituted breach of contract, breach of implied duties, and breach of fiduciary duty; contradicted Plaintiffs’ justified expectati ons; conflicted with Plaintiffs’ economic relations ; and contravened public po licy. These claims fail because Defendant merely availed itself of th e benefit of its bargain. Our jurisdiction arises under 28 U.S.C. § 1291. We affirm.
I. Defendant locates and places medical providers in locum tenens positions— temporary work assignments at facilities such as hospitals. Defendant agreed to provide locum tenens staffing services for Western State Hospital in Lakewood, Washington (“Hospital”). Under this ag reement, Defendant located providers for temporary assignments at the Hospital, subject to the Ho spital’s approval, and then contracted with the provide rs to create their Hospita l assignments. The Hospital agreed to pay a buyout fee of at least $30,000 if Defenda nt presented a provider to the Hospital and the Hospital independently employed the provider within the year (“Buyout Fee”). In late June 2019, after learning the Hosp ital needed a psychiatrist, Defendant located and presented Dr. Brown—a psychiatri st and the sole member of Behavioral Medicine Consulting—to the Hospital. The Hospital approved Dr. Brown, and Dr. Brown agreed to fill a six-month locum tenens position at the Hospital. But before the relationship between Dr. Brown and the Hospital could move forward, Defendant Appellate Case: 23-4047 Document: 69-1 Date Filed: 09/19/2024 Page: 23 and Plaintiffs had to formalize their rela tionship. So, on July 10, 2019, Dr. Brown (signing on behalf of his limited liab ility company) and Defendant executed a Professional Services Agreement (“Agr eement”) setting th e terms under which Defendant could place Dr. Brown in locum tenens positions. The Agreement acknowledged Dr. Brown’s st atus as an independent contractor and his right to decline opportunities th at Defendant offered. The Agreement required Defendant to send Plaintiffs written confir mation of assignments and incorporated by reference those confirmati on letters. The Agreem ent also expressly stated it did not guarantee work for Plai ntiffs, and set fort h broad reasons under which Defendant could unilaterally cancel an assignment even afte r confirmation. Section Four of the Agreement govern ed Defendant’s right to cancel a locum tenens placement. Specifically, Secti on 4.1 provided the following

terms: CompHealth may immediately can cel this Agreement or any Assignment without notice or liab ility to [Behavioral Medicine Consulting] (except for payment of undisputed Services rendered up to the date of cancellation) . . . upon CompHealth’s reasonable determination that [Dr. Brown] is not insurable under CompHealth’s malpractice policy and/or does not meet CompHealth credentialing standards . . . Section 4.4 provided additi onal cancelation terms: CompHealth may terminate this Agreement or any Assignment upon thirty (30) days’ notice to [Beh avioral Medicine Consulting]. In the event that CompHealth or Client cancels an Assignment with less than thirty (30) days’ notice for a ny reason other than those allowed in Paragraph 4.1 above, CompHealth’s maximum liability to Entity shall be the amount of Compensation [B ehavioral Medicine Consulting] Appellate Case: 23-4047 Document: 69-1 Date Filed: 09/19/2024 Page: 34 would have earned for [scheduled wo rkdays within thirty days of the cancelation notice]. Section Three of the Agreement governed Plaintiffs’ obligations if Defendant introduced Dr. Brown to a facility and Dr. Brown subsequently provided services to the facility outside of his locum tenens placement: During the Term of this Agreement and for a period of two (2) years after its termination or e xpiration or pursuant to state law, [Behavioral Medicine Consulting] agrees to: a) immediately notify [Defendant] if [Behavioral Medicine Consulting] accepts a temporary or permanent position with any Client for whom [Behavioral Medicine Consulting] performed, or was introdu ced to perform, Services; and b) not provide locum tenens services to Clients for whom [Behavioral Medicine Consulting] performed, or was introduced to perform, Services unless such locum tenens services are furnished through [Defendant]. Dr. Brown and Defendant exchanged mu ltiple emails discussing the ongoing credentialing process. Two days before the parties executed the Agreement, Defendant informed Dr. Brown it needed ma terials for the creden tialing department. A few hours after Dr. Brown returned the executed Agreement, Defendant told Dr. Brown it would send the Agreement to anot her employee to start the credentialing process. The next day, Defendant sent Dr. Brown a formal le tter confirming his Hospital assignment “subject to the cancellation provisions of the Agreement.” The same day, Defendant began a multi-day email exchange with Dr. Brown explaining that it required additional credentialing in formation and referen ces, which Dr. Brown attempted to provide. Dr. Brown does not di spute that he receiv ed and read these communications. Appellate Case: 23-4047 Document: 69-1 Date Filed: 09/19/2024 Page: 45 Consistent with Defenda nt’s normal procedures , Defendant began its credentialing process for Dr. Brown soon after receiving the executed Agreement. Defendant quickly determined that Dr. Br own did not qualify for credentialing in an inpatient psychiatrist position because he lacked in-h ospital psychiatric experience within the prior two years— a qualification Defendant’s ma lpractice carrier required before it would insure Dr. Brown. On Ju ly 12, Defendant informed Dr. Brown of the credentialing and insurance is sues. Defendant followed up with an email on July 15 canceling the Hospital assignment. Dr. Brown assert ed that his telepsychiatry experience should qualify as inpatient experience. Defendant recommended to Dr. Brown that he obtain additional inpatient experience (not teleps ychiatry) to qualify for Defendant’s malpractice insurance polic y. Dr. Brown declined to do so. The following week, the Hosp ital expressed to Defendant some interest in hiring Dr. Brown independently; Defendant did not inform Dr. Brown. During the same timeframe, Dr. Brown also communicated his continuing interest to at least one individual at the Hospital but received an unfavorable repl y. The Hospital posted at least one psychiatrist job opening on its website but did not directly invite Dr. Brown to apply, and Dr. Brow n did not apply. Plaintiffs sued Defendant , alleging breach of the Agreement’s express terms and implied covenants, breach of fiducia ry duty, interference with prospective economic relations, and materi al misrepresentation. De fendant moved for summary judgment. The district court granted the motion and entered judgment for Defendant. Appellate Case: 23-4047 Document: 69-1 Date Filed: 09/19/2024 Page: 56 The district court later denied Plaintiffs ’ Rule 59(e) motion to alter or amend the judgment. Plaintiffs appeal both rulings.
II. We review a grant of summary judg ment de novo to determine whether a genuine dispute about a material fact preven ts us from affirming judgment as a matter of law. See Georgelas v. Desert Hill Ve ntures, Inc., 45 F.4th 1193, 1197 (10th Cir. 2022) (quoting Banner Bank v. First Am. Title Ins. Co., 916 F.3d 1323, 1326 (10th Cir. 2019) and then quoting Anderson v. Liberty Lobby, Inc., 477 U.S. 242, 248 (1986)). We view the facts and reasonable inferences in the light most favorable to the nonmoving party. Banner Bank, 916 F.3d at 1326 (citing Birch v. Polaris Indus., Inc. 812 F.3d 1238, 1251 (10th Cir. 2015)). But we limit our revi ew to evidence that the parties sufficiently brought to the district court’s atte ntion. Adler v. Wal-Mart Stores, Inc., 144 F.3d 664, 671 (10th Cir. 1998). We review a district cour t’s ruling on a Federal Rule of Civil Procedure 59(e) motion for an abuse of discretion. Adam s v. Reliance Standard Life Ins. Co., 225 F.3d 1179, 1186 n.5 (10th Cir. 2000) (quoting Phelps v. Hamilton, 122 F.3d 1309, 1324 (10th Cir. 1997)).
III.
A. Plaintiffs contend the di strict court erroneously gr anted summary judgment to Defendant on the breach of cont ract claim because a genuine issue of material fact exists as to whether Defenda nt properly canceled the Hosp ital assignment. Plaintiffs Appellate Case: 23-4047 Document: 69-1 Date Filed: 09/19/2024 Page: 67 claim Defendant unreasonably determined that Dr. Brown lacked sufficient credentials to meet Defendant ’s standards and to receive coverage under Defendant’s malpractice policy. These unreasonable de terminations, Plaint iffs argue, did not constitute grounds for cance lation under Section 4.1 of the Agreement, which requires a reasonable determination. But Plaintiffs did not sufficiently raise this argument before the district court. We generally require a party wishing to raise an issue on appeal to raise and develop it before the distri ct court. Lyons v. Jeff erson Bank & Tr., 994 F.2d 716, 721 (10th Cir. 1993) ( holding that we do not consider theories not developed at the district court). As a matter of fairness a nd judicial economy, we frown upon parties who mention an issue in only a perfunctory and undeveloped manner to the district court and then present a stronger, more nua nced argument on appeal. Folks v. State Farm Mut. Auto. Ins. Co., 784 F.3d 730, 741 (10th Cir. 2015) (requiring sufficient clarity and specificity to preserve an argument for appeal). Allowing such an approach would encourage parties to withhol d arguments and positions in the district court in hopes they could later convince an a ppellate court to reve rse if they received an unfavorable district court judgment. In the summary judgmen t context, when a party fails to provide the di strict court with specific ci tations to relevant evidence— as Rule 56(c)(1)(A) of the Federal Rule s of Civil Procedure requires—we do not require the district court to search the reco rd itself to uncover re levant materials. Murphy v. City of Tulsa, 950 F.3d 641, 645 (10th Cir. 2019) (quoting Adler, 144 F.3d at 162) (holding that we will not reve rse based on materials that the parties did Appellate Case: 23-4047 Document: 69-1 Date Filed: 09/19/2024 Page: 78 not properly present to the district c ourt); see also Adler, 144 F.3d at 672 (citing Celotex Corp. v. Catreet, 477 U.S. 317, 323 (1986); Barge v. Anheuser-Busch, Inc., 87 F.3d 256, 260 (8th Cir. 1996); Thomas v. Wichita Coca-Cola Bottling Co., 968 F.2d 1022, 1024–25 (10th Cir. 1992); Downes v. Beach, 587 F.2d 46 9, 472 (10th Cir. 1978)) (holding that a party must me et its burden by ma king its case through references to the record). In their complaint and summary judgment briefing before the district court, Plaintiffs argued Defendant breached th e Agreement by applying an unreasonable standard to determine that Dr. Brown lacked sufficient credentials and that Defendant’s malpractice policy coul d not provide coverage for him. 1 Specifically, Plaintiffs asserted that Defendant breached the Agreem ent when it te rminated the Hospital assignment because Dr . Brown’s telepsychiatry experience should qualify as inpatient experience under Defendant’s credentialing standard. Not until the summary judgment hearing did Plaintiffs present some version of their unreasonable application theory to the district court and sugge st that Dr. Brown may, in fact, have qualifying inpatient experience other than te lepsychiatry. Even assuming Plaintiffs could raise the theory for the first time at the summary judgment hearing, they did not clearly present th e issue to the district court and did not reference specific citations within the record supporting their position.

1 On appeal, Plaintiffs did not deve lop their argument as to use of an unreasonable standard, so we do not consid er whether that argument could support Plaintiffs’ breach of contract claim. S ee Adler, 144 F.3d at 679 (citing Fed. R. App. P. 28(a)(6)). Appellate Case: 23-4047 Document: 69-1 Date Filed: 09/19/2024 Page: 89 On appeal, Plaintiffs cite pages in the record where th ey allegedly raised this issue. 2 These citations point to evidence that the Hospital approved Dr. Brown’s credentials, to expert te stimony that Defendant’s standard was unreasonable, and to arguments that Defendant’s policy not to accept telepsychiatry experience as inpatient experience was unreasonable. But the Agreement provided for termination based on Defendant’s standa rd, not another entity’s st andard, so the Hospital’s approval of Dr. Brown’s credentials is irre levant. And Plaintiffs never presented evidence to the district c ourt that Defendant’s own st andard—the contracted-for standard—allowed telepsychiatry to satisf y inpatient experience requirements. In short, even at the summary judgment heari ng, Plaintiffs still ef fectively argued that Defendant breached the Agreem ent by applying an unreasonable standard . Their argument did not clearly notify the district c ourt of any genuine issu e of material fact as to Defendant’s current appellat e argument that Defendant unreasonably applied its own standard—regardless of the r easonableness of the standard. Because Plaintiffs did not sufficiently raise this issue below, they have forfeited their argument. And Plaintiffs do not argue for plain-error review on appeal. See Folks, 784 F.3d at 741 (holding that failure to argue plain error “surely marks the end of the road” fo r forfeited theories) (quoti ng Richison v. Ernest Grp., Inc., 634 F.3d 1123, 1131 (10t h Cir. 2011)). So we will not reach the question of

2 “For each issue raised on ap peal, all briefs must cite the precise references in the record where the issu e was raised and ruled on.” 10th Cir. R. 28.1(A). Appellate Case: 23-4047 Document: 69-1 Date Filed: 09/19/2024 Page: 910 whether Defendant breached the express te rms of Section 4.1 of the Agreement by unreasonably applying its own standard. 3
B. Plaintiffs alternatively argue that Defendant breached the implied covenant of good faith and fair dealing. Under Utah law, “an implie d covenant of good faith and fair dealing inheres in every contract.” Eggett v. Wasatch Energy Corp., 94 P.3d 193, 197 (Utah 2004) (citing Exploration, Inc. v. Stat e, 24 P.3d 966, 971 (Utah 2001); Malibus Inv. Co. v. Sp arks, 996 P.2d 1043, 1048 (Uta h 2000)). A violation of this covenant constitutes breach of contract. Id. (citing St . Benedict’s Dev. Co. v. St. Benedict’s Hosp., 811 P.2d 194, 200 (Utah 19 91)). To comply with their implied duties under this covenant, cont racting parties must act cons istent with the contract’s purpose and the other party’s expectations , and may not intentionally injure each other’s right to receive the benefit of the bargain. Id.; St. Benedict’s, 811 P.2d at 199. Utah courts look to a contract’s terms and the par ties’ course of dealing to understand the parties’ intent, but will not imply duties from a party’s expectations when such expectations lack a basis in a contract’s plain and unmistakable language. St. Benedict’s, 811 P.2d at 198. Plaintiffs claim they justifiably expect ed that (1) Defendant had completed its credentialing review before signing the Agreement and confirming Dr. Brown’s

3 Because we do not hold that termina tion under Section 4.1 was improper, we do not reach Defendant’s alternative argumen t or the parties’ arguments as to a damages cap. Appellate Case: 23-4047 Document: 69-1 Date Filed: 09/19/2024 Page: 1011 assignment; (2) Defendant would not requi re experience beyond that listed on Dr. Brown’s curriculum vitae; (3 ) Defendant, after canceling th e assignment, would play middleman between Dr. Brown and the Hosp ital to assist with direct employment; and (4) Defendant would requi re no Buyout Fee from the Hospital after canceling the assignment. 4 But these expectations directly conflict with the Agreement. Section 4.1 of the Agreement allowed Defendant to “immediately cancel” any confirmed assignment “without notice or liability to [Plaintiffs] . . . upon [Defendant’s] reasonable dete rmination that [Dr. Brow n] is not insurable under [Defendant’s] malpractice policy and/or do es not meet [Defendant’s] credentialing standards.” Because Defe ndant could cancel a previ ously confirmed assignment based on the results of a credentialing review, the Agreemen t’s express terms preclude any implied duty for Defendant to co mplete its credentialing review or fully accept Dr. Brown’s credentials before c onfirming the Hospital assignment. And Section 3 of the Agreement imposed a duty on Plaintiffs to communicate with Defendant if Dr. Brown ga ined employment directly from the Hospital. This provision negates any a lleged implied duty for Defendant —after canceling the Hospital assignment—to continue to relay information to Pl aintiffs or help Dr. Brown gain direct employment from the Hospital. This provision also im plies the existence of an outside obligation between the Ho spital and Defendant, negating Plaintiffs’

4 Plaintiffs also invoke thei r breach of contract argument that Defendant failed to make a “reasonable determination” when canceling the Ho spital assignment under Section 4.1 of the Agreement. But Plain tiffs forfeit, and we do not reach, this argument for the same re asons we explain above. Appellate Case: 23-4047 Document: 69-1 Date Filed: 09/19/2024 Page: 1112 alleged expectation that Defe ndant would not require the Ho spital to pay the Buyout Fee if the Hospital dir ectly employed Dr. Brown. 5 Plaintiffs argue that their course of d ealing justifies their e xpectations and urge us to consider conversations between th e parties and the confirmation letter from Defendant. But these communications—even wh en we view them in the light most favorable to Plaintiffs—fail to support Plain tiffs’ alleged expectati ons. Each relevant email conversation between Dr. Brown and De fendant demonstrates that Defendant’s credentialing process had not concluded upon execution of the Agreement, and no conversation represented ot herwise. The confirmati on letter from Defendant expressly confirmed the Hospital assignment subject to the Agreement’s cancellation

terms . And Dr. Brown directly contacted th e Hospital to inquire about independent employment—which contradicts hi s assertion that he relied on Defendant to continue playing middleman. For these reasons, the express terms of the Agreement and the parties’ course of dealing did not support Plai ntiffs’ alleged expectations, but instead ran contrary to those expectations. Plaintiffs did not ju stifiably expect Defendant to complete credentialing within an earli er timeframe, accept Dr. Br own’s experience from his curriculum vitae, assist Dr. Brown in obt aining a full-time job at the Hospital, or forfeit a Buyout Fee. So Defendant’s fail ure to comply with th ese expectations did

5 Plaintiffs urge us to hold the Buy out Fee requirement invalid for public policy reasons. Plaintiffs forf eited this theory by failing to present it to the district court, and we, therefore, do not reach it. See Lyons, 994 F.2d at 721. Appellate Case: 23-4047 Document: 69-1 Date Filed: 09/19/2024 Page: 1213 not violate any implied duties and did not “injure [Plaintiffs’] ri ght to receive the benefits of the contract.” See Eggett, 94 P.3d at 197 (citing St . Benedict’s, 811 P.2d at 199). Instead, Defendant merely availe d itself of the bene fits for which it bargained. Thus, the district court did not err in ordering judgment as a matter of law for Defendant on this issue.
C. Plaintiffs also claim Defendant breached its fiduciary duties because it acted in its own self-interest—and not in Plaintif fs’ best interest—w hen it canceled the Hospital assignment. A breach of fiduc iary duty claim requires an underlying fiduciary relationship. See City of Grantsville v. Rede velopment Agency of Tooele City, 233 P.3d 461, 473 (Uta h 2010). The district court found no fiduciary relationship existed between Defendant a nd Plaintiffs and entered judgment for Defendant on the breach of fiduciary duty claim. The district cour t did not err in so finding. Under Utah law, fiduciary relationships result from mutual consent that one party will act on behalf of and subject to the control of the other party. Grantsville, 233 P.3d at 473 (quoting Wardley Corp. v. Welsh, 962 P.2d 86, 89 (Utah Ct. App. 1998)). Parties can manifest consent c ontractually or by implication in certain circumstances. Id. (citing First Sec. Bank of Utah N.A. v. Banb erry Dev. Corp., 786 P2d 1326, 1332 (Utah 1990)). Fiduciary relationships can arise based on longestablished relationshi ps of trust if one party re linquishes control over his own decision-making. See Von Hake v. Thom as, 705 P.2d 766, 770 (Utah 1985). But Appellate Case: 23-4047 Document: 69-1 Date Filed: 09/19/2024 Page: 1314 fiduciary relationships do not form solely based on arm’s length transactions. Gold Standard, Inc. v. Getty Oil Co., 915 P.2d 1060, 1064 (Utah 1996) (citing Sugarhouse Fin. Co. v. Anderson, 610 P.2d 1369, 1373 (Utah 1980); O ng Int’l (U.S.A.) Inc. v. 11th Ave. Corp., 850 P.2d 4 47, 454 (Utah 1993)). The touchstone of a fiduciary relationshi p is the principal-agent relationship. Utah courts consider whether a confidential relationship exis ts such that the principal places particular confidence in the agent, who imposes superiority and control over the principal’s property, inte rest, or authority. First Sec. Bank of Utah N.A. v. Banberry Dev. Corp., 786 P.2d 1326, 13 33 (Utah 1990) (quo ting Dennison State Bank v. Madeira, 640 P.2d 1235, 1241 (Kan. 198 2)). No fiduciary relationship exists absent these circum stances. Id. Plaintiffs argue that Defendant was th eir agent because De fendant acted on their behalf to make a locum tenens placement. But the Agreement and relevant interactions do not reflect a relationship in which Plaintiffs su rrendered control and allowed Defendant to make decisions on their behalf. Instead, as Plaintiffs concede, the Agreement required Defendant to pr esent information about a prospective placement to Dr. Brown, who could determ ine whether he wished to pursue the opportunity. Defendant coul d not bind or obligate Plain tiffs without Plaintiffs’ specific consent and particip ation in the negotiations. These circumstances do not constitute a surrender of cont rol reflecting a confidential re lationship that implicates fiduciary duties. Thus, the di strict court did not err in en tering judgment as a matter of law for Defendant on this issue. Appellate Case: 23-4047 Document: 69-1 Date Filed: 09/19/2024 Page: 1415 D. Plaintiffs claim that Defendant s’ canceling the Ho spital assignment alternatively constituted intentional interf erence with prospectiv e economic relations between Plaintiffs and the Hospital. To es tablish this claim, Plaintiffs “must prove (1) that [Defendant] intenti onally interfered with [Plain tiffs’] existing or potential economic relations, (2) . . . by improper means, (3) causing injury to the plaintiff.” Eldridge v. Johndrow, 345 P. 3d 553, 556 (Utah 2015) ( quoting and overruling on other grounds Leigh Furnitu re & Carpet Co. v. Isom , 657 P.2d 293, 307 (Utah 1982)). The district court ruled that as a matter of la w no evidence showed improper means—and thus that Plain tiffs’ claim of intentional interference with economic relations failed. Under Utah law, a party acts with improper means only when it violates a statute, regulation, estab lished industry standard, or recognized common-law rule. C.R. England v. Swift Transp. Co., 437 P. 3d 343, 353 (Utah 2019) (quoting Leigh Furniture, 657 P.2d at 308). Plaintiffs cl aim Defendant acted with improper means because it violated an esta blished industry standard when it withheld from Dr. Brown information that the Hospital maintained an interest in hiring him independently even after Defendant canceled the locum tenens assignment. But th e record lacks any evidence that Defendant’s withholding of information violated an established standard within the locum tenens industry—or any industry. And Plaintiffs do not argue any other theory under which Defenda nt acted with improper means. Thus, Plaintiffs fail to identify a genuine issue of material f act as to whether Defendant Appellate Case: 23-4047 Document: 69-1 Date Filed: 09/19/2024 Page: 1516 acted with improper means, and the district court did not err in ordering judgment as a matter of law for Defendant on this issue.
E. Finally, Plaintiffs claim they can voi d the Agreement and receive rescission damages because Defendant materially mi srepresented the Agreement’s terms, thereby inducing Plaintiffs to sign the Agreement. Th e district court ruled at summary judgment that no evid ence existed of material misr epresentation. Plaintiffs claim they signed the Agreem ent only because Defendant represented the assignment was a “done deal” without a cancelation option. Plaintiffs also argue that Defendant failed to disclose material facts about its in ternal credentialing process’s timing and requirements, and urge that this nondisclo sure constitutes misrepresentation under Section 161 of the Restatemen t (Second) of Contracts. Utah expressly adopted the Restatem ent cause of action for material misrepresentation. Miller v. Celebra tion Mining Co., 29 P.3d 1231, 1235 (Utah 2001) (applying Restatement (S econd) of Contracts § 164(1) (1981)). Section 164(1) provides: “If a party’s manife station of assent is induced by either a fraudulent or a material misrepresentation by the other party upon which the recipient is justified in relying, the contract is voidable by the reci pient.” Under these au thorities, Plaintiffs’ claim fails unless they justifiably relied on Defendant’s alle ged misrepresentations. See id. As we held above, Plaintiffs did not ju stifiably expect that the assignment was a “done deal” without possibility of can celation after Plaint iffs executed the Appellate Case: 23-4047 Document: 69-1 Date Filed: 09/19/2024 Page: 1617 Agreement and received the confirmation letter. Nor did Plaintiffs justifiably expect that Defendant completed credentialing befo re confirming the assignment. Both the Agreement and the confirmation letter’s express terms inform ed Plaintiffs otherwise. And, as explained above, the parties’ course of dealing does not justify Plaintiffs’ alleged expectations either. The district court did not err in or dering judgment as a matter of law for Defenda nt on this issue.
IV. Finally, Plaintiffs moved to alter or amend the district court’s order of summary judgment under Federal Rule of Pr ocedure Rule 59(e) because the district court allegedly misapprehended material facts or misapplied the law. A district court may grant a Rule 59(e) motion “when ‘the court has misapprehended the facts, a party’s position, or the controlling law.’” Nelson v. City of Albuquerque, 921 F.3d 925, 929 (10th Cir. 2019) ( quoting Servants of the Par aclete v. Does, 204 F.3d 1005, 1012 (10th Cir. 2000)). Plaintiffs’ opening brief contains only a “bare bones” argument concerning the district court’s denial of th eir Rule 59(e) motion. Althou gh unclear, Plaintiffs appear to argue that the district court mistakenly overlooked mate rial issues of fact that precluded summary judgment, and that their Rule 59(e) motion put the district court on notice of the fact issues. 6 Our precedent is clear: a “bare assertion does not

6 Even giving Plaintiffs’ cursory briefi ng the benefit of the doubt, their Rule 59(e) argument seems, at best, a rehash of the arguments th ey make in prior sections of their brief. Because we reject those arguments, Plaintiffs’ arguments would still fail even if we allowed th em to be repackaged under Rule 59(e). Rule 59(e) Appellate Case: 23-4047 Document: 69-1 Date Filed: 09/19/2024 Page: 1718 preserve a claim, particularly when, as here, a host of ot her issues are presented for review.” Craven v. Univ . of Colo. Hosp. Auth., 260 F.3d 1218, 1226 (10th Cir. 2001) (quoting Ent. Research Grp., Inc. v. Genesis Creative Grp., Inc., 122 F.3d 1211, 1217 (9th Cir. 1997); and then c iting United States v. Dunkel, 927 F.2d 955, 956 (7th Cir. 1991)). Because Plaintiff’s Rule 59(e) argum ent is conclusory and not sufficiently developed for meaningful review, we do not reach it.
AFFIRMED.

Entered for the Court

Joel M. Carson III Circuit Judge

contemplates a mistake by the district cour t, and here the dist rict court committed no reversible error. Appellate Case: 23-4047 Document: 69-1 Date Filed: 09/19/2024 Page: 18