BROOKE AUGUSTIN v. WALKER LAKE EMERGENCY GROUP, PC ( 2022 )

THIRD DIVISION
DOYLE, P. J.,
REESE, J., and SENIOR APPELLATE JUDGE PHIPPS
NOTICE: Motions for reconsideration must be
physically received in our clerk’s office within ten
days of the date of decision to be deemed timely filed.
https://www.gaappeals.us/rules
July 14, 2022
In the Court of Appeals of Georgia
A22A0833. AUGUSTIN et al. v. WALKER LAKE EMERGENCY
GROUP, PC.
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:
1
Throughout the proceedings, the parties at times use the names “Walker
Lake,” “Schumacher,” and “SCP” interchangeably to refer to the defendant. For
consistency, we use the term “Walker Lake” in this opinion.
2
7. Termination.
a. This Agreement shall be subject to termination without
cause by either party giving not less than ninety (90) days prior written
notice to the other party specifying the date of termination. . . .
b. Company may also terminate this Agreement immediately,
and without written notice, in the event that: . . . (v) Hospital
Administration requests the removal of Physician or reports that
Physician is being disruptive, unprofessional, or unreasonably
uncooperative with the medical or administrative staff of Hospital . . . .2
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.
2
The Provider Agreements define “Company” as Walker Lake and “Hospital”
as Piedmont Rockdale.
3
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.
3
The Plaintiffs also raised claims for intentional breach of contract and
attorney fees and expenses. On appeal, they do not challenge the trial court’s grant
of summary judgment to Walker Lake on those claims.
4
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 SE2d 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; 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 SE2d 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)
(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
5
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 SE2d
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 SE2d 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.
4
The trial court found that there is no evidence that Walker Lake retaliated
against the Plaintiffs. Because, as discussed below, Walker Lake acted within its
authority under the Provider Agreements when it terminated the Plaintiffs’ contracts
regardless of any potential retaliatory motive, we need not address — and therefore
express no opinion on — the trial court’s rulings as to evidence of retaliation. See
Divisions 2 and 3, below.
6
McKinley, 308 Ga. App. at 770 (1) (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 SE2d 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 SE2d 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
5
The Provider Agreements define “Provider” as each individual plaintiff’s
company.
7
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
8
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 SE2d 126) (2019) (where no ambiguity exists, a contract
“will be enforced according to its plain terms,” and a court may not “consider
surrounding circumstances or parol evidence”) (citations and punctuation omitted);
Extremity Healthcare v. Access to Care America, 339 Ga. App. 246, 254 (1) (793
SE2d 529) (2016) (parol, or extrinsic, evidence “cannot be used to contradict or vary
the terms of a valid written agreement”); accord Azzouz, 296 Ga. App. at 607 (3). For
each of the above reasons, this enumeration of error provides no basis to call into
question the trial court’s judgment.
2. The Plaintiffs alternatively contend that the implied covenant of good faith
and fair dealing bars Walker Lake from terminating their contracts as retaliation for
their complaints about patient safety. According to the Plaintiffs, because the
9
Provider Agreements “do not give Walker Lake sole, absolute or uncontrolled
discretion to terminate,” Walker Lake was “required to use good faith in exercising
those termination rights,” which it did not do when it terminated the Plaintiffs as
retaliation for raising patient-safety issues. We disagree.
[E]very contract imposes upon each party a duty of good faith and
fair dealing in its performance and enforcement. . . . [T]his implied duty
requires both parties to a contract to perform their promises and provide
such cooperation as is required for the other party’s performance. And,
where the manner of performance is left more or less to the discretion of
one of the parties to the contract, he is bound to the exercise of good
faith.
Hunting Aircraft v. Peachtree City Airport Auth., 281 Ga. App. 450, 451-452 (1) (636
SE2d 139) (2006) (citations, punctuation, and emphasis omitted).
Importantly, “[t]he implied covenant modifies and becomes a part of the
provisions of the contract, but the covenant cannot be breached apart from the
contract provisions it modifies and therefore cannot provide an independent basis for
liability.” Wanna v. Navicent Health, 357 Ga. App. 140, 153 (3) (850 SE2d 191)
(2020) (citations and punctuation omitted). Thus, “there can be no breach of an
implied covenant of good faith where a party to a contract has done what the
provisions of the contract expressly give him the right to do.” Id. (citation and
10
punctuation omitted); accord Griffin v. State Bank of Cochran, 312 Ga. App. 87, 96-
97 (2) (b) (718 SE2d 35) (2011); see also generally Hunting Aircraft, 281 Ga. App.
at 453 (2) (“If an agreement by its express terms grants a party absolute or
uncontrolled discretion in making a decision, then no duty of good faith is implied as
to that decision.”). Put another way, “[t]here is no independent cause of action for
violation of a duty of good faith and fair dealing in the performance of a contract
apart from breach of an express term of the contract.” Bankston v. RES-GA Twelve,
334 Ga. App. 302, 304 (2) (779 SE2d 80) (2015) (citation and punctuation omitted).
Here, the unambiguous terms of the Provider Agreements expressly gave
Walker Lake the authority to terminate the agreements: (i) without cause (i.e., for any
reason) by giving 90 days’ written notice; and (ii) immediately, if “Hospital
Administration requests the removal of Physician.” Walker Lake therefore acted
within the authority granted to it under the Provider Agreements when it:
(i) terminated Dr. Augustin’s agreement by giving her 90 days’ written notice; and
(ii) terminated Dr. White’s agreement immediately when requested to do so by
Piedmont Rockdale’s CFO.6 And because Walker Lake did not breach the express
6
The Plaintiffs do not dispute that Piedmont Rockdale’s CFO is a member of
the hospital’s “[a]dministration” for purposes of the Provider Agreements. In fact,
11
terms of the Provider Agreements when it terminated the agreements as it did, the
implied covenant of good faith and fair dealing does not provide an independent basis
for liability against it.7 See Wanna, 357 Ga. App. at 153 (3); Bankston, 334 Ga. App.
at 304 (2); Griffin, 312 Ga. App. at 96 (2) (b); Hunting Aircraft, 281 Ga. App. at 453
(2). Consequently, this enumeration of error also provides no basis to call into
question the trial court’s judgment.
3. Finally, the Plaintiffs claim that the trial court ignored substantial evidence
that Walker Lake retaliated against them by terminating their contracts. Whether an
intent to retaliate against either plaintiff played any role in Walker Lake’s decision,
however, does not change the fact that, for the reasons stated above in Divisions 1
and 2, the Provider Agreements expressly authorized Walker Lake to terminate the
Plaintiffs’ contracts as it did. See generally Ga. Power Co. v. Busbin, 242 Ga. 612,
613 (1) (250 SE2d 442) (1978) (where employment is terminable at will by either
party, it “gives rise to no cause of action against the employer for alleged wrongful
Dr. White agreed during her deposition that “hospital administration” requested her
removal.
7
For this reason, the Plaintiffs’ repeated assertions that enforcing the Provider
Agreements as written would allow Walker Lake to “take advantage of its own
wrong” assumes that which it seeks to establish, i.e., that Walker Lake committed a
“wrong” by breaching the Provider Agreements.
12
termination”); id. at 614 (3) (where one’s employment is terminable at will,
“allegations and evidence as to improper motives for [one’s] discharge are legally
irrelevant”); Martin v. Hamilton State Bank, 314 Ga. App. 334, 335-337 (723 SE2d
726) (2012) (a bank’s “motivation” in choosing between alternative legal remedies
available to it in the event of a borrower’s default was immaterial in an action by the
bank to recover an indebtedness); Gunn v. Hawaiian Airlines, 162 Ga. App. 474, 474
(291 SE2d 779) (1982) (rejecting the appellant’s claim that “a good faith requirement
implicit in all contracts” and “public policy” require “that employers be made to
answer for unfair termination of employment” where the employer has the right to
discharge the employee without cause). This enumeration of error thus provides
nothing for us to review.8
Judgment affirmed. Doyle, P. J., and Reese, J., concur.
8
Before the trial court, the Plaintiffs raised several arguments regarding
prohibitions on retaliation under the Georgia Whistleblower Act, OCGA § 45-1-4,
and Title VII of the Civil Rights Act of 1964, 42 USC § 2000e et seq. They raise no
such claims on appeal, and we therefore express no opinion on the applicability of
any such claims to the issues presented here.
13