Stephens v. Parrino and Ware

• Decision Date: 13 May 1976
• Docket Number: No. 2,No. 52007,52007,2
• Parties: L. H. STEPHENS v. PARRINO & WARE
• Court: Georgia Court of Appeals

Page 809

226 S.E.2d 809

138 Ga.App. 634

L. H. STEPHENS v. PARRINO & WARE.

No. 52007.

Court of Appeals of Georgia, Division No. 2.

May 13, 1976.

Rogers, Magruder & Hoyt, Joseph M. Seigler, Jr., Rome, for appellant.

Jackson B. Harris, Horace T. Clary, Rome, for appellees.

McMURRAY, Judge.

This case involves an employment contract for professional services between two dentists.

The employer was P. A. Parrino, D.D.S.,P.C., and the employee was Dr. Larry H. Stephens. The contract provided a salary as percentages of 'charges' for services rendered payable for professional service Dr. Stephens rendered patients and charges against said services of a certain percentage of all laboratory fees and compensation for a dental assistant.

The contract was eventually terminated and the employer sues for certain medicaid payments payable in the name of the employee, some of which are now due, and other payments which have been paid to the defendant. Plaintiff prayed for a money judgment and the right of possession of certain dental records which the defendant allegedly took with him on termination in violation of the agreement.

Defendant answered, denying any indebtedness to plaintiff, and alleges he was entitled to a copy of any records, histories, and reports, and same are his property and not the plaintiff's property. Defendant also sued by counterclaim for a money judgment against the plaintiff for funds due him.

A trial by the judge without a jury was held, and the court rendered its findings of fact and conclusions of law, finding for the plaintiff $5,594.20. Defendant appeals. Held:

1. The first enumeration of error complains that the trial judge erroneously interpreted the payment method in the contract to mean that amount which plaintiff billed for services less bad debts. The parties were in disagreement as to whether defendant was to be paid 60% of charges for services rendered less the set-off for bad debts. The court stated that the contract was poorly drawn. But the court considered the evidence in which the defendant had made certain allowances for known bad debts when he submitted calculations to the bookkeeper. The court then ruled the defendant understood that his charges would be decreased by bad debts. The court then found that the defendant had been actually paid more than that to which he was entitled, not counting the medicaid payments received by the defendant.

2. The cardinal rule of construction as to a contract is to ascertain the intention of the parties by looking to the 'four corners' of the contract. The question as to what was intended is generally an issue of fact for the jury or the trier of facts; under the evidence. See Tarbutton v. Duggan, 45 Ga.App. 31(7), 163 S.E. 298; Pinkerton and Laws Co. v. Atlantis Realty Company, Inc., 128 Ga.App. 662(3), 197 S.E.2d 749.

3. Defendant contends that the contract was vague and indefinite and when ambiguities exist in the contract drafted by the plaintiff, it should have been construed most strongly in defendant's favor. The court did find the contract was 'poorly drawn,' but adopted a construction most favorable to the one who drew the contract. Compare Johnson v. Mutual Life Ins. Co., 154 Ga. 653(1, 2), 115 S.E. 14; Howkins v. Atlanta Baggage & Cab Co., 107 Ga.App. 38(1), 42, 129 S.E.2d 158. The court contended it sought to ascertain the true intention of the parties by looking at the evidence. But it should have considered the 'four corners' of the contract. The word 'charge' is entirely different from the word 'collection' which is found nowhere in the...