Greenfield v. Manor Care, Inc., 94-3487

Citation705 So.2d 926
Decision Date24 December 1997
Docket NumberNo. 94-3487,94-3487
Parties23 Fla. L. Weekly D111 Dorothy L. GREENFIELD, on her own behalf and on Behalf of all others similarly situated, Appellant, v. MANOR CARE, INC., Manor Healthcare Corp. d/b/a Manor Care of Boca Raton and/or Manor Care Nursing Center, Appellees.
CourtCourt of Appeal of Florida (US)

Robert M. Montgomery, Jr. of Montgomery & Larmoyeux, West Palm Beach, Scott R. Shepherd and Mark C. Rifkin of Greenfield & Rifkin LLP, Ardmore, PA., and Marguerite R. Goodman of Law Offices of Marguerite R. Goodman, Wynnewood, PA., for appellant.

L. Louis Mrachek of Gunster, Yoakley, Valdes-Fauli & Stewart, P.A., West Palm Beach and Joel Hamme, William O. Bittman, Alexander P. Starr and Jerome D. Pinn of Reed Smith Shaw & McClay, Washington D.C., for appellees.

SHAHOOD, Judge.

Dorothy L. Greenfield appeals the trial court's order dismissing her eight-count, second amended complaint. We reverse the court's dismissal of counts I, II, III, VI, and VII, and remand with directions that the trial court reinstate appellant's cause of action.

Appellant fails to address counts IV, V, and VIII in this appeal and is deemed to have abandoned these counts on appeal. See Stutzke v. Kohl, 576 So.2d 356, 358 (Fla. 4th DCA 1991); Cohen v. Am. Legion, 546 So.2d 46, 47 (Fla. 4th DCA 1989). While the trial court was correct in dismissing the entity Manor Care Inc. as a defendant, based on the allegations of the second amended complaint, we hold that leave to amend should have been given to appellant to attempt to state a cause of action against that defendant. See generally Life Gen. Sec. Ins. Co. v. Horal, 667 So.2d 967, 969 (Fla. 4th DCA 1996)(leave to amend should be granted unless the privilege has been abused, there is prejudice to the opposing party, or amendment would be futile.)

MATERIAL FACTS

Appellant's husband, Herman Greenfield, resided at appellee's, Manor Care, nursing home facility for a period of time prior to his death in August 1990. Following her husband's death, appellant, as surviving spouse, individually, and as personal representative of the estate of her late husband, and on behalf of all others similarly situated, filed an eight-count, second amended complaint alleging in count I, breaches of implied covenants of reasonableness, good faith, and fair dealing; count II, money had and received; count III, common law unjust enrichment; count IV, negligent omissions; count V, breach of contract for nursing care; count VI, breach of fiduciary duty; count VII, violations of Florida Statutes sections 400.022 (1993) and 400.165 (1993); and count VIII, declaratory judgment.

Appellant's second amended complaint alleged that she had executed an agreement with appellee whereby she agreed to be responsible for and personally guarantee the payment of bills rendered by Manor Care for nursing home care for her late husband.

Appellant's complaint alleged, in part, the following:

24. Manor Care acknowledged an obligation under the Agreement to provide Patients and their Guarantors with full disclosure of the charges for Goods and Services and the basis of those charges in the "State's Patient's Bill of Rights" attached to the Agreements. The fifth paragraph of this Bill of Rights states that patients have:

5. The right to be fully informed, in writing and orally, prior to or at the time of The complaint in question further alleged the following:

admission and during [their] stay, of services and charges for services not covered under Title XVIII of Title XIX of the Social Security Act or not covered by the basic per diem rates; and of bed reservation and refund policies of the facility.

31. The superior bargaining power that Manor Care possessed and/or possesses over Plaintiff and Others is shown by the Agreements' Terms and Conditions, which state:

5. Charges billed by the Facility shall include, but not be limited to, amounts reflecting daily services for the period covered, plus amounts reflecting such additional supplies and services determined by the Facility, and/or Patient, and/or Physician to be necessary and proper for the health, comfort, rehabilitation and/or safety of the Patient. Any failure by the Patient and/or Guarantor to accept or pay for any such additional supplies or services shall be grounds for immediate termination of this Agreement without further written notice and shall authorize Facility to require, at its discretion, the immediate removal of Patient from the Facility. (Emphasis added.)

32. Manor Care's superior bargaining power enabled it to purport to retain complete discretion to impose and/or change any charge for such "additional supplies and services," except for a notice requirement for changes in the daily rate.

The Agreements state:

It is understood by all parties to this Agreement that the daily rate stipulated above covers only general nursing care. Any special nursing care or any special equipment or services shall be in addition to the daily rate in accordance with charge schedules established by the Facility.

It is further understood by all Parties to this Agreement that the Facility may change the daily rate only upon fifteen (15) days advance written notice to the Patient and/or Guarantor at the address or addresses indicated above.

The complaint went on to charge that appellee had systematically inflated prices billed to appellant and others by "consciously and deliberately adding on, marking up and overcharging for goods and services in violation of appellee's contractual obligations to such persons," and then set out several examples of the same.

DISMISSAL OF COUNT I
BREACHES OF IMPLIED COVENANTS OF REASONABLENESS, GOOD FAITH, AND FAIR DEALING

Appellant alleged that she was obligated to pay appellee only those charges for pharmaceuticals, medical supplies, and services reasonably incident to the care and treatment of her husband. Further, appellant alleged that there are implied covenants of reasonableness, good faith and fair dealing in the agreements relating to the charges for goods and services and that appellee breached those covenants by reasonably, unlawfully and excessively charging appellant and others for pharmaceuticals, medical supplies, and services, as well as not providing to members of the Florida Sub-Class the level of nursing services to which they were entitled.

In support of the motion to dismiss count I, Manor Care argued that the express terms of the contract (i.e., that the rates shall be based upon charge schedules established by the facility) foreclose any argument that the prices charged were unreasonable. The court agreed, and dismissed count I finding that "an implied covenant of good faith, reasonableness, and fair dealing may not be imposed to override these express terms, and as a matter of law, Manor Care may not be found to have breached such a covenant."

Under Florida law, all contracts include the implied covenants of good faith and commercial reasonableness. See Green Cos., Inc. v. Kendall Racquetball Invs., Ltd., 560 So.2d 1208, 1210 (Fla. 3d DCA 1990); Kies v. Hollub, 450 So.2d 251, 255 (Fla. 3d DCA), rev. denied, 453 So.2d 1364 (Fla.1984)("a requirement for commercial reasonableness will be read into any contract where possible, language to the contrary notwithstanding"); In Payne v. Humana Hosp., Orange Park, 661 So.2d 1239 (Fla. 1st DCA 1995), rev. denied, 671 So.2d 788 (Fla.1996), Humana made an argument similar to that made by Manor Care in this case to support dismissal of the complaint. Humana's position was that since the contract between the parties in that case required the payment of "prevailing rates" and "regular charges," Payne could not maintain a cause of action alleging unreasonable, unconscionable and excessive charges. See id. at 1241. The trial court dismissed the complaint; however, on appeal, the First District reversed holding that Payne had alleged the necessary elements to state a cause of action, that he did not need to anticipate Humana's affirmative defenses, and that Humana's arguments were more properly raised in an answer rather than in a motion to dismiss. See id. The court held that since the contract between Humana and Payne did not expressly set the governing prices within its four corners, Humana was bound by a reasonableness requirement. See id. (citing F.L. Stitt & Co. v. Powell, 94 Fla. 550, 556, 114 So. 375, 378 (1927)(holding that where a contract for legal services fails to expressly provide for the amount of the fee, a "reasonable" fee is implied); McGill v. Cockrell, 88 Fla. 54, 58, 101 So. 199, 201 (1924)(where a contract fixes no definite sum to be paid for services, "a reasonable sum is presumed by law to have been contemplated by the parties")).

Scheck v. Burger King Corp., 798 F.Supp. 692, 694 (S.D.Fla.1992).

Based on Payne and the authority cited therein, we hold that appellant in this case stated a cause of action for breach of the implied covenants of reasonableness, good faith, and fair dealing. Since the prices to be charged by the facility were not expressly stated within the four corners of the contract, a reasonable fee was implied, and appellant was not foreclosed from bringing an action based on Manor Care's breach of this implied covenant. Accordingly, we reverse the trial court's dismissal of count I.

DISMISSAL OF COUNT II
MONEY HAD AND RECEIVED

In this count, sounding in common law money had and received, appellant alleged that she had no meaningful choice in determining which items or services would be provided or what the charges would be for any of the items or services, and that:

53. As a consequence of Manor Care's imposing unreasonable, unlawful and excessive charges and of Manor Care's having taken undue advantage of the Class Members as alleged above, Manor Care has received and holds more money than in fairness and equity is just, and this money should be returned to Plaintiff and Others.

54. Plainti...

To continue reading

Request your trial
43 cases
  • Manor Care, Inc. v. Douglas
    • United States
    • Supreme Court of West Virginia
    • 18 Junio 2014
    ...better fits the above description than that which exists between a nursing home and its residents.”); Greenfield v. Manor Care, Inc., 705 So.2d 926, 932 (Fla.Dist.Ct.App.1997) (concluding that “[s]ince [the plaintiff] properly alleged a fiduciary duty between Manor Care and it [sic] residen......
  • Birmingham v. Doe
    • United States
    • United States District Courts. 11th Circuit. United States District Courts. 11th Circuit. Southern District of Florida
    • 5 Enero 2023
    ...... (“Mohylny”); The Investing Online; Ester. Holdings, Inc. (“Ester Holdings”); Wealthy. Developments LP (“Wealthy ... Fla. Jan. 20, 2006) (citing In re Managed Care Lit. ,. 298 F.Supp.2d 1259, 1276 (S.D. Fla. 2003)). Certainly, the. ... 805 (11th Cir. 1999) (quoting Greenfield v. Manor Care,. Inc. , 705 So.2d 926, 930-31 (Fla. 4th DCA 1997)). ......
  • Eclipse Medical v. American Hydro-Surgical
    • United States
    • United States District Courts. 11th Circuit. United States District Courts. 11th Circuit. Southern District of Florida
    • 20 Enero 1999
    ...and other kinds of fraud is whether the fraud is extraneous to or interwoven with the breach of contract." . Greenfield v. Manor Care Inc., 705 So.2d 926, 932 (Fla. 4th DCA 1997), rev. denied, 717 So.2d 534 (Fla. 1998). Applying this reasoning to a fact pattern similar to this one, the Thir......
  • Knowles v. Beverly Enterprises-Florida
    • United States
    • United States State Supreme Court of Florida
    • 16 Diciembre 2004
    ...from the Fourth District. Prior to its en banc decision in Knowles, the Fourth District had held in Greenfield v. Manor Care, Inc., 705 So.2d 926, 933-34 (Fla. 4th DCA 1997), that section 400.023(1) permitted a personal representative to bring a cause of action for damages arising out of vi......
  • Request a trial to view additional results
2 books & journal articles
  • Contract cases
    • United States
    • James Publishing Practical Law Books Florida Causes of Action
    • 1 Abril 2022
    ...1243 (Fla. 4th DCA 2003). 7. Hull & Company, Inc. v. Thomas , 834 So.2d 904, 907 (Fla. 4th DCA 2003). 8. Greenfield v. Manor Care, Inc. , 705 So.2d 926, 930 (Fla. 4th DCA 1997), appeal dismissed , 717 So.2d 534 (Fla. 1998), overruled on other grounds by Beverly Enters.-Florida, Inc. v. Know......
  • Fraudulent inducement claims should always be immune from economic loss rule attack.
    • United States
    • Florida Bar Journal Vol. 75 No. 4, April 2001
    • 1 Abril 2001
    ...would concur with the sentiment. An even more lenient standard for rejection of a fraud claim is set out in Greenfield v. Manor Care, 705 So. 2d 926, (Fla. 4th DCA 1997), which held: "When the misrepresentations are related to the breaching party's performance of the contract, they do not g......

VLEX uses login cookies to provide you with a better browsing experience. If you click on 'Accept' or continue browsing this site we consider that you accept our cookie policy. ACCEPT