Augustin v. Walker Lake Emergency Grp., PC.
| Docket Number | A22A0833 |
| Decision Date | 14 July 2022 |
| Parties | AUGUSTIN et al. v. WALKER LAKE EMERGENCY GROUP, PC. |
| Court | Georgia Court of Appeals |
Parks Chesin & Walbert, Joseph Matthew Maguire Jr., Robert John Kozloski III, Atlanta, for Appellant.
Jackson Lewis, Jeffrey A. Schwartz ; Andersen Tate & Carr, Thomas T. Tate, Duluth, for Appellee.
Phipps, Senior Appellate Judge.
The plaintiffs in this action for breach of contract and related claims appeal from the trial court's order granting summary judgment to the defendant. The plaintiffs contend that: (i) the trial court erred by construing the contracts at issue here to permit the defendant to retaliate against them; (ii) the implied covenant of good faith and fair dealing barred the defendant from terminating the contracts for retaliatory reasons; and (iii) the trial court ignored substantial evidence of retaliation in rendering its decision. For the reasons that follow, we discern no reversible errors and affirm the trial court's judgment.
Plaintiffs Brooke Augustin, M.D., and Robin Lowman White, M.D., are emergency room physicians who operate through their companies, plaintiffs Brooke Augustin, M.D., P.C., and Smith Lowman, LLC (together with Drs. Augustin and White, the "Plaintiffs"). Defendant Walker Lake Emergency Group, PC, an affiliate of SCP Health f/k/a Schumacher Clinical Partners ("Walker Lake"),1 provides emergency medicine physicians and clinical solutions to hospitals and, as relevant here, provides emergency department personnel to Piedmont Rockdale Hospital ("Piedmont Rockdale").
In 2019, Dr. Augustin (through her company) entered into a Provider Agreement with Walker Lake, pursuant to which Walker Lake engaged Dr. Augustin as an independent contractor to provide clinical services to Piedmont Rockdale. Dr. White (also through her company) entered into a materially identical Provider Agreement with Walker Lake that same year. As relevant here, the Provider Agreements contain the following termination provisions:
By their terms, the Provider Agreements automatically renewed each year, and the parties do not dispute that they were in effect when the events giving rise to this lawsuit occurred.
On February 26, 2020, Walker Lake terminated Dr. Augustin's Provider Agreement effective 90 days after March 1, 2020. On March 17, 2020, Piedmont Rockdale's chief financial officer ("CFO") asked Walker Lake to permanently remove Dr. White as a provider at Piedmont Rockdale; Dr. White learned of her dismissal on April 1, 2020.
The Plaintiffs thereafter sued Walker Lake for breach of contract and breach of the covenant of good faith and fair dealing.3 They alleged that, by terminating their contracts, Walker Lake "breached expressed and implied terms in the Provider Agreements that protected the Plaintiffs from retaliation and termination for reporting patient safety concerns and for reporting that a fellow [Walker Lake] physician was treating patients while impaired." The Plaintiffs further asserted that, because their terminations were "in bad faith," the terminations violated the implied covenant of good faith and fair dealing.
Following discovery, Walker Lake moved for summary judgment on grounds that: (i) it substantially complied with the termination provisions in the Provider Agreements; and (ii) "[t]here can be no breach of the implied covenant of good faith and fair dealing when a party undertakes an action which is explicitly provided for in an agreement." The trial court granted Walker Lake's motion, concluding, in relevant part, that Walker Lake properly exercised its contractual rights when it terminated the Provider Agreements. This appeal followed.
We review de novo a grant or denial of summary judgment, viewing the evidence and all reasonable conclusions and inferences drawn from it in the light most favorable to the nonmovant. City of St. Marys v. Reed , 346 Ga. App. 508, 508-509, 816 S.E.2d 471 (2018). Summary judgment is proper when there is no genuine issue of material fact and the movant is entitled to judgment as a matter of law. Id. at 508, 816 S.E.2d 471 ; see OCGA § 9-11-56 (c). "[T]he burden on the moving party may be discharged by pointing out by reference to the affidavits, depositions and other documents in the record that there is an absence of evidence to support the nonmoving party's case." Ellison v. Burger King Corp. , 294 Ga. App. 814, 819 (3) (a), 670 S.E.2d 469 (2008) (citation and punctuation omitted); see OCGA § 9-11-56 (c). If the movant meets this burden, the nonmovants "cannot rest on [their] pleadings, but rather must point to specific evidence giving rise to a triable issue." Ellison , 294 Ga. App. at 819 (3) (a), 670 S.E.2d 469 (citation and punctuation omitted); see OCGA § 9-11-56 (e).
1. On appeal, the Plaintiffs contend that the trial court erred by construing the Provider Agreements to permit Walker Lake to retaliate against them for reporting safety issues. According to the Plaintiffs, the Provider Agreements incorporate a Code of Conduct that prohibits retaliation against personnel who report patient safety concerns, as both Plaintiffs claim they did before their contracts were terminated.4 We discern no error in the trial court's ruling.
The construction of a contract is a question of law that this Court reviews de novo. McKinley v. Coliseum Health Group , 308 Ga. App. 768, 770 (1), 708 S.E.2d 682 (2011). "The cardinal rule of contract construction is to determine the intent of the parties as expressed within the four corners of the written agreement." Yargus v. Smith , 254 Ga. App. 338, 341, 562 S.E.2d 371 (2002). This involves three steps:
First, the trial court must decide whether the contract language is clear and unambiguous. If it is, the trial court simply enforces the contract according to its clear terms; the contract alone is looked to for its meaning. Next, if the contract is ambiguous in some respect, the court must apply the rules of contract construction to resolve the ambiguity. Finally, if the 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.
McKinley , 308 Ga. App. at 770 (1), 708 S.E.2d 682 (citation and punctuation omitted). "[W]here the terms of a written contract are clear and unambiguous, the court will look to the contract alone to find the intention of the parties," Azzouz v. Prime Pediatrics , 296 Ga. App. 602, 607 (3), 675 S.E.2d 314 (2009) (citation and punctuation omitted), giving the contract's terms "an interpretation of ordinary significance." Fernandes v. Manugistics Atlanta , 261 Ga. App. 429, 433 (1), 582 S.E.2d 499 (2003) (citation and punctuation omitted).
Here, paragraph (3) (k) of the Provider Agreements states, in relevant part:
Provider[5 ] understands that Company and Hospital have adopted a compliance program (of which a Code of Conduct is an integral part) and acknowledges that the duties, responsibilities, and policies described by the compliance program(s) apply equally to the Company's and Hospital's independent contractors. Provider acknowledges, agrees and warrants that Physician will abide by the terms of these compliance programs, including completion of all required initial and annual compliance training, and will report to Company any known or suspected violations of said compliance programs. Provider acknowledges and understands that the Company may terminate this Agreement immediately or take other disciplinary action in the event that Provider or Physician violates any provision of the Company's or Hospital's compliance programs.
Notably, the above provision appears under a heading entitled "Obligations of Provider " and does not appear under a separate heading entitled "Obligations of Company ." Pretermitting whether paragraph (3) (k) "incorporates" the Code of Conduct to which it refers, the paragraph by its plain, unambiguous terms imposes obligations only on the "Provider" and "Physician" (i.e., the Plaintiffs) and not on the "Company" (i.e., Walker Lake), a reading that is further supported by the headings under which the paragraph does and does not appear.
Nevertheless, the Plaintiffs maintain that paragraph (3) (k) must be read together with two other paragraphs that: (i) require a physician to inform Walker Lake or hospital personnel if the physician (a) becomes impaired or is concerned that she will become impaired or (b) is unable to obtain adequate rest and recuperation before a work shift; (ii) declare that "the medical care of emergency department patients shall have greatest priority"; and (iii) require a physician to inform Walker Lake or hospital personnel promptly if she "is unable to resolve any conflict immediately." Nothing about those provisions, however, reasonably may be read to change the plain meaning of paragraph (3) (k) or otherwise operate to impose on Walker Lake — as part of the Provider Agreements — any obligations that may be included in the Code of Conduct.
Finally, while the Plaintiffs rely on the deposition testimony of a Walker Lake representative to the effect that the Code of Conduct imposes obligations on Walker Lake, that reliance is misplaced. Because the termination provisions in the Provider Agreements are unambiguous, extrinsic evidence has no bearing on their interpretation. See Yash Solutions v. New York Global Consultants Corp. , 352 Ga. App. 127, 141 (2) (b), 834 S.E.2d 126 (2019) (...
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The Paradox That Is Georgia’s Implied Covenant of Good Faith and Fair Dealing
...of the contract itself. As such, the covenant is not independent of the contract."). [8] Augustin v. Walker Lake Emergency Grp., PC, 364 Ga. App. 856, 863 (2022) (evidence of retaliatory termination irrelevant because employer had the right to terminate contracts without cause). [9] Wanna v......