Irby v. Memorial Healthcare Group, Inc., 1D04-3006.
| Decision Date | 29 April 2005 |
| Docket Number | No. 1D04-3006.,1D04-3006. |
| Citation | 901 So.2d 305 |
| Parties | B. Freeman IRBY, M.D., Appellant, v. MEMORIAL HEALTHCARE GROUP, INC., d/b/a Memorial Hospital Jacksonville, Appellee. |
| Court | Florida District Court of Appeals |
John D. Buchanan, Jr., and Laura Beth Faragasso of Henry, Buchanan, Hudson, Suber & Carter, P.A., Tallahassee, for Appellant.
Dennis E. Guidi of Harris, Guidi, Rosner, Dunlap, Rudolph, Catlin & Bethea, P.A., Jacksonville, for Appellee.
B. Freeman Irby, M.D., appeals an adverse summary final judgment entered in his breach of contract action against Memorial Healthcare Group, Inc., doing business as Memorial Hospital Jacksonville (Memorial), appellee. We agree with the trial court that the undisputed facts show that the alleged agreement was no more than a proposal lacking numerous essential terms and, therefore, was not an enforceable contract. Accordingly, we affirm.
The alleged contract attached to the complaint was in the form of a letter dated March 28, 1997, which set forth a bullet point outline of various terms under which Irby would sell his private medical practice and become medical director for Memorial. Irby argues that the letter contains sufficient essential terms of a contract to create a binding agreement and that parol evidence could supply the missing details. Alternatively, he argues that, because the terms of the purported contract are disputed and susceptible to more than one construction, an issue of fact is created which cannot be resolved by summary judgment. We cannot agree with either argument.
As this court explained in Jacksonville Port Authority, City of Jacksonville v. W.R. Johnson Enterprises, Inc., 624 So.2d 313, 315 (Fla. 1st DCA 1993):
(Citations omitted).
It is clear on the face of the subject letter that it contemplated future actions of the parties which were required to be taken before a binding agreement could be reached. For example, although the letter states that Dr. Irby will be employed as a physician and the medical director for Memorial, no compensation, benefits, or other employment terms are provided. In addition, the letter states that Memorial will buy the gynecology...
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