Health Call v. Atrium Home & Health Care

• Decision Date: 08 September 2005
• Docket Number: Docket No. 244633.
• Citation: Health Call v. Atrium Home & Health Care, 706 N.W.2d 843, 268 Mich. App. 83 (Mich. 2005)
• Parties: HEALTH CALL OF DETROIT, d/b/a Jadells, Inc., Plaintiff-Appellant, v. ATRIUM HOME & HEALTH CARE SERVICES, INC.; Katrina Johnson, LPN; Dwight Robinson, LPN, and Damita Borner, LPN, Defendants-Appellees.
• Court: Michigan Supreme Court

706 N.W.2d 843

268 Mich. App. 83

HEALTH CALL OF DETROIT, d/b/a Jadells, Inc., Plaintiff-Appellant, v.ATRIUM HOME & HEALTH CARE SERVICES, INC.; Katrina Johnson, LPN; Dwight Robinson, LPN, and Damita Borner, LPN, Defendants-Appellees.

Docket No. 244633.

Court of Appeals of Michigan.

Submitted June 27, 2005, at Lansing.

Decided September 8, 2005, at 9:00 a.m.

Released for Publication November 29, 2005.

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Hamood & Fergestrom(by Richard E. Shaw), Dearborn, for the plaintiff.

Frank, Haron, Weiner and Navarro (by Sidney L. Frank and Michael J. Hamblin), Troy, for the defendants.

Before: WHITBECK, C.J., and SAWYER, MURPHY, NEFF, JANSEN, FITZGERALD, and MARKEY, JJ.

MURPHY, J.

Pursuant to MCR 7.215(J)(3), this special panel was convened to resolve a conflict between this Court's opinion in Environair, Inc. v. Steelcase, Inc.,190 Mich.App. 289, 475 N.W.2d 366(1991), and the recently issued opinion in Health Call of Detroit v. Atrium Home & Health Care Services, Inc.,265 Mich.App. 79, 695 N.W.2d 337(2005), vacated in part265 Mich.App. 801(2005)(vacatingpart III of the opinion pursuant to MCR 7.215[J][5]).In accordance with MCR 7.215(J)(1), the prior Health Call panel indicated that it was required to follow the precedent of Environair in regard to that panel's holding limiting recovery to nominal damages for tortious interference claims arising from the termination of an at-will contract unrelated to employment.Health Call, supra at 84-85, 695 N.W.2d 337.Were it not for MCR 7.215(J)(1) and the holding in Environair, the Health Call panel would not have limited damages on remand; thus, the panel invoked MCR 7.215(J)(2).Health Call, supra at 80, 86-87, 695 N.W.2d 337.We conclude that a blanket rule limiting recovery to nominal damages as a matter of law in all actions arising out of or related to the termination of at-will contracts is not legally sound, because there may exist factual scenarios in which there is a tangible basis on which future damages¹ may be assessed that are not overly speculative despite the at-will nature of the underlying contract.The case before us today presents such a situation when viewing the evidence in a light most favorable to plaintiff for purposes of summary disposition.Therefore, we resolve the conflict in favor of the analysis and reasoning in Health Call, and, to the extent that Environair is read as limiting recovery to nominal damages as a matter of law in all cases in which there is a request for damages arising out of or related to the termination of at-will contracts such as those involved here and in Environair, it is overruled.Accordingly, we reverse and remand to the trial court without limiting, as a matter of law, plaintiff's recovery to nominal damages.

Because the special order vacated only part III of the opinion in Health Call, parts I and II, which address the facts and principles of summary disposition, remain intact.For ease of reference and continuity, we shall incorporate parts I and II into this opinion by way of quotation and then proceed with our own independent analysis in part III.

I

Plaintiff is a Michigan corporation that provides nursing and medical services for home care.Individual defendants, Katrina Johnson, Dwight Robinson, and Damita Borner, who are licensed practical nurses, entered at-will independent contractor agreements with plaintiff in which they agreed to provide home nursing services to plaintiff's clients.The defendant nurses' respective contracts contained a noncompetition clause, effective for two years following the termination of the independent contractor agreements.As relevant to the instant case, Wendy Williams, the mother of Cierra Harris, an infant, entered into an at-will contract with plaintiff for the provision of twenty-four hour home nursing services to Harris.The defendant nurses provided the contracted services to Harris under the independent contractor agreements between the defendant nurses and plaintiff.

Plaintiff alleges that defendantAtrium Home & Health Care Services, Inc.(Atrium), which was also in the business of providing home nursing care services, contacted defendant Borner and urged her to terminate her contract with plaintiff and persuade defendants Johnson and Robinson to also terminate their contracts with plaintiff, in order that Atrium could thereafter provide home nursing care services to Harris.Plaintiff further alleges that the defendant nurses terminated their respective independent contractor agreements with plaintiff, subsequently contracted with Atrium, and continued to provide home nursing care services to Harris after leaving plaintiff's employ and contracting with Atrium.

In its complaint, plaintiff alleged in count I that Atrium tortiously interfered with plaintiff's contract with Borner, that Borner and Atrium tortiously interfered with plaintiff's contracts with Johnson and Robinson, and that Borner and Atrium tortiously interfered with plaintiff's contract, business relationship, and expectancies with Williams concerning Harris.Count II alleged that the defendant nurses breached paragraph 12 of their respective contracts, which paragraph precluded solicitation of, or competition with, plaintiff's clients for two years after the expiration of their respective at-will agreements.Defendants moved for partial summary disposition pursuant to MCR 2.116(C)(10), asserting that plaintiff as a matter of law was limited to a recovery of nominal damages on its claims.

On count I, the trial court granted summary disposition in favor of Borner with regard to plaintiff's claim of tortious interference with the Harris contract, but permitted the tortious interference claim to proceed against Atrium.Regarding count II, the trial court granted summary disposition in favor of the defendant nurses "to the extent" that "the damages [claimed by plaintiff] are measured by the loss of the [Harris] contract."The trial court determined that such damages were speculative because they were based on plaintiff's loss of an at-will contract to provide services to Harris.The parties stipulated the dismissal of all remaining claims without prejudice, and this appeal ensued.[Health Call, supra at 80-82, 695 N.W.2d 337.]

II

On appeal, a trial court's grant or denial of summary disposition is reviewed de novo.First Pub. Corp. v. Parfet,468 Mich. 101, 104, 658 N.W.2d 477(2003).This Court must review the record in the same manner as must the trial court to determine whether the movant was entitled to judgment as a matter of law.Morales v. Auto Owners Ins. Co.,458 Mich. 288, 294, 582 N.W.2d 776(1998)."A motion for summary disposition under MCR 2.116(C)(10) tests whether there is factual support for a claim."Shepherd Montessori Ctr. Milan v. Ann Arbor Charter Twp.,259 Mich.App. 315, 324, 675 N.W.2d 271(2003)."When deciding a motion for summary disposition, a court must consider the pleadings, affidavits, depositions, admissions and other documentary evidence submitted in the light most favorable to the nonmoving party."Id.[Id. at 82-83, 695 N.W.2d 337.]

III

Before delving into the conflict issue, we shall address some preliminary or housekeeping matters.First, as noted in Health Call, supra at 80 n. 1, 695 N.W.2d 337, plaintiff's complaint included a third count alleging breach of fiduciary duty that was dismissed in its entirety, but the dismissal is not challenged on appeal.Next, we wish to clarify and expand on the trial court's summary disposition ruling in this case.With respect to the tortious interference count of the complaint, the court dismissed the claim involving Atrium and Borner as it related directly to the at-will contract between Williams and plaintiff concerning the in-home nursing care of infant Harris (the home nursing contract).The trial court would not permit possible recovery of even nominal damages.Additionally, on the tortious interference claim relative to the independent contractor agreements between plaintiff and defendant nurses, the trial court dismissed any prayer for damages in regard to Atrium and Borner that related to the loss of the home nursing contract.Once again, the court rejected a claim for even nominal damages because "nominal damages were never explained in [plaintiff's] answer or brief in opposition to the motion for summary disposition."The breach of contract claim against defendant nurses arising from the independent contractor agreements was limited by the court in that damages would not be permitted to be measured by plaintiff's loss of the home nursing contract.In sum, the trial court denied any claim for losses or damages associated with the home nursing contract because it was "a contract terminable at-will and the damages are speculative."

In Michigan, tortious interference with a contract or contractual relations is a cause of action distinct from tortious interference with a business relationship or expectancy.Badiee v. Brighton Area Schools,265 Mich.App. 343, 365-367, 695 N.W.2d 521(2005);Feaheny v. Caldwell,175 Mich.App. 291, 301-303, 437 N.W.2d 358(1989); M Civ. JI 125.01 and 126.01.²The elements of tortious interference with a contract are (1) the existence of a contract, (2) a breach of the contract, and (3) an unjustified instigation of the breach by the defendant.Badiee, supra at 366-367, 695 N.W.2d 521;Mahrle v. Danke,216 Mich.App. 343, 350, 549 N.W.2d 56(1996);Jim-Bob, Inc. v. Mehling,178 Mich.App. 71, 95-96, 443 N.W.2d 451(1989); see also M Civ. JI 125.01(adding the necessary damage element to the cause of action).The elements of tortious interference with a business relationship or expectancy are (1) the existence of a valid business relationship or expectancy that is not necessarily predicated on an enforceable contract, (2) knowledge of the relationship or expectancy on the part of the defendant interferer, (3) an intentional...