Atlanta Emergency Servs., LLC v. Clark

Decision Date08 July 2014
Docket NumberNo. A14A0469.,A14A0469.
Citation761 S.E.2d 437,328 Ga.App. 9
CourtGeorgia Court of Appeals


Kathleen Woodruff Simcoe, Theodore E.G. Pound, Atlanta, for Appellant.

Joseph Matthew Maguire Jr., Atlanta, Allan Leroy Parks Jr., for Appellee.


Linda Clark, M.D., sued Atlanta Emergency Services, LLC (“AES”), alleging that AES breached a contract between the parties when it terminated her employment as an emergency-room physician at Piedmont Hospital. Following a jury verdict and judgment in Dr. Clark's favor, AES appeals, arguing that the trial court erred in denying its motions for directed verdict and judgment notwithstanding the verdict (j.n.o.v.). Specifically, AES contends that no genuine issues of material fact support Dr. Clark's claims for breach of contract or attorney fees and that the jury's damages award was unlawful. For the reasons set forth infra, we affirm the jury's verdict and the trial court's judgment.

Construed in favor of the jury's verdict,1 the evidence shows that AES is an operating entity of a private company known as the Schumacher Group, which is engaged in the business of providing emergency-medicine-practice management to both small and large hospitals throughout the southeast. Toward that end, the Schumacher Group, via its operating entities such as AES, contracts with hospitals to provide physician staffing for the hospitals' emergency departments and does so by recruiting independent-contractor physicians. From July 2010 until April 2012, AES provided Piedmont Hospital with emergency-department physicians pursuant to such a contract.

In July 2010, Dr. Clark, a board-certified emergency-room physician, entered into an employment contract with AES, titled “Physician Agreement,” to work in the emergency department at Piedmont Hospital. The agreement included a provision, designated as Section 7, that outlined the means by which the agreement—and the physician's employment—could be terminated. Subsection (a), in part, provided: “this Agreement shall be subject to termination without cause by either party giving not less than sixty (60) days prior written notice to the other party specifying the date of termination.” In contrast, subsection (b), in part, provided: “Corporation may also terminate this Agreement immediately in the event that ... (v) Hospital requests the removal of Physician or reports that Physician is being disruptive, unprofessional, or unreasonably uncooperative with the medical or administrative staff of Hospital....”

Over the course of the next year, the medical director of AES, Dr. Michael Flueckiger, who was also an emergency-department physician at Piedmont Hospital, received over a dozen complaints from nurses in the emergency department, stating that Dr. Clark treated them rudely and/or disrespectfully. During that same period of time, despite the fact that it was undisputed that she was a competent emergency-department physician, Dr. Flueckiger also received similar complaints about Dr. Clark from other physicians on staff at Piedmont, as well as from several emergency-room patients. Consequently, in late July 2011, Dr. Flueckiger and Cynthia Troutman, AES's nurse liaison to Piedmont Hospital, met with Dr. Clark to discuss means by which to resolve these issues and prevent their recurrence.

Nevertheless, on September 25, 2011, Troutman and Dr. John Limehouse, AES's assistant medical director at Piedmont Hospital, met with Dr. Clark and informed her that her employment was being terminated without cause effective in 60 days and, thus, her last day of employment would be November 24, 2011. During this meeting, Dr. Clark requested written notice regarding this termination decision, but none was ever provided to her. Then, on October 26, 2011, the new medical director for AES requested that Dr. Clark participate in a conference call, at which time he informed her that her employmentwas being terminated immediately for cause based on a request by the administration of Piedmont Hospital. Later, however, Dr. Clark learned that the decision to terminate her employment for cause was made by AES and that Piedmont Hospital had made no such request.

On January 18, 2012, Dr. Clark filed a lawsuit against AES, alleging that AES breached the Physician Agreement when it terminated her employment for cause despite the fact that the conditions required for such a termination were not satisfied. Dr. Clark's complaint also alleged that AES's actions constituted bad faith, and thus, she sought to recover attorney fees as well as lost income. AES filed an answer, and after discovery closed, it moved for summary judgment, arguing that its termination of Dr. Clark's employment for cause was authorized by the unambiguous terms of the Physician Agreement. In response, Dr. Clark argued that summary judgment was precluded because the agreement was ambiguous regarding whether complaints from individual nurses and physicians constituted “reports” from the “Hospital” that Dr. Clark was “disruptive, unprofessional, or unreasonably uncooperative with the medical or administrative staff of Hospital.” Following a hearing, the trial court denied AES's motion and, later, denied AES's motion for reconsideration of the issue.

The case then proceeded to trial. And after Dr. Clark rested, AES moved for a directed verdict as to all of her claims, but the trial court reserved ruling. AES then presented its evidence, and at the conclusion of the trial, the jury found in favor of Dr. Clark and, pursuant to a general-verdict form, awarded her $61,721.02 in damages. Thereafter, the trial court made the jury's verdict its final judgment. Subsequently, AES filed a motion for j.n.o.v., which the trial court denied after a hearing. This appeal follows.

1. AES contends that the trial court erred in denying its motions for directed verdict and j.n.o.v.,2 arguing that the termination provision in the Physician Agreement is unambiguous and, thus, no genuine issues of material fact support Dr. Clark's claim for breach of contract. We disagree.

It is, of course, axiomatic that on appeal from the denial of a motion for a directed verdict or a motion for j.n.o.v., we construe the evidence “in the light most favorable to the party opposing the motion, and the standard of review is whether there is any evidence to support the jury's verdict.” 3 In fact, because the jurors are the “sole and exclusive judges of the weight and credit given the evidence,” we must construe the evidence with “every inference and presumption in favor of upholding the verdict, and after judgment, the evidence must be construed to uphold the verdict even where the evidence is in conflict.” 4 However, we review questions of law de novo.5 With these guiding principles in mind, we turn now to AES's specific claims of error.

As previously mentioned, AES argues that its termination of Dr. Clark's employment for cause was authorized by the unambiguous terms contained in Section 7 of the Physician Agreement. And in considering this argument, we begin by noting that an issue of contract construction is usually a question of law for the court to resolve and, as such, it is subject to de novo review. 6 That being said, “the construction of a contract involves three steps.” 7 The first step is for the court “to decide whether the language of the contract is clear and unambiguous.” 8 If there is no ambiguity, “the contract is enforced according to its plain terms, and the contract alone is looked to for meaning.” 9 Importantly, contract language is unambiguous if “it is capable of only one reasonable interpretation.” 10 Secondly, if the language of the contract is ambiguous in some respect, “the rules of contract construction must be applied by the court to resolve the ambiguity.” 11 And lastly, if ambiguity remains after applying the rules of construction, “the issue of what the ambiguous language means and what the parties intended must be resolved by a jury.” 12

Here, as noted supra, Section 7(b)(v) of the Physician Agreement provides that the agreement can be terminated immediately in the event that the Hospital requests the removal of the Physician or reports that she is being disruptive, unprofessional, or unreasonably uncooperative with the medical or administrative staff of Hospital. However, the term “Hospital” is not defined in the agreement. Thus, it is unclear who must report that a physician is being disruptive, unprofessional, or unreasonably uncooperative in order to justify immediate termination. And while AES argues that individual nurses and physicians constitute the “Hospital,” Dr. Flueckiger–AES's former medical director-testified that individual nurses did not speak for the hospital and that the hospital instead spoke through its “executive team.” Similarly, the term “reports” is also not defined. Consequently, it is likewise unclear whether individual verbal complaints from nurses and physicians amount to the reporting contemplated by the agreement or whether a more formal written report from the hospital's executive team is required. Given that its language is capable of more than one reasonable interpretation, the trial court did not err in finding that Section 7(b)(v) is ambiguous, and this same evidence supported the jury's verdict that AES's immediate termination of Dr. Clark's employment breached the agreement.13

2. AES also contends that the trial court erred in denying its motions for directed verdict and j.n.o.v. as to Dr. Clark's claim for attorney fees under OCGA § 13–6–11. Once again, we disagree.

Under Georgia law, expenses of litigation and attorney fees may be awarded, pursuant to OCGA § 13–6–11, if “the fact-finder determines the defendant has acted in bad faith, has been stubbornly litigious, or has caused the plaintiff unnecessary trouble and expense.” 14 Of course, questions concerning bad faith, stubborn litigiousness, and unnecessary trouble and...

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