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P sought to find a better way to administer its payroll. P entered into an oral contract with D for payroll processing services. In 1994, they entered into a written contract. D was to provide direct deposit payroll services. D alleges that it performs its payroll processing services based on the information its clients provide. Each new client, through its designated payroll contact, provides D with the relevant employee information, including names, addresses, social security numbers, and salary information. D submits reports and other documents to its clients on a regular basis. These reports include payroll journals and checks, which are sent to the client prior to the date the checks will be paid to the employees. D provides quarterly reports, yearly reports, and W-2 earnings statements to all clients. In 1984, Carleen Connor worked for P as a technician who earned $7.00 per hour. She later became a licensed optician and the office manager, at which point she earned $16.00 per hour. It is undisputed that, from the mid-1990s until her termination in 2006, Connor handled payroll for P and was its office manager and designated payroll contact. D contacted Connor regularly to inquire about P's payroll. P was aware, Connor would often call in more than one week's worth of payroll at a time. In 2001, Connor began requesting that D direct deposit more money than required to pay her annual salary. D did not contact anyone at P to verify Connor's request for more money or split payments. D paid her a total of $233,159 more than her authorized annual salary. D sent to P reports confirming all payments made. These reports were sent to Connor's attention. P discovered the unauthorized payments when another employee took over Connor's duties. P sued D for breach of contract. D filed a motion for summary judgment, which the court issued. P appealed.

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