Winterboer v. Floyd Healthcare Management, Inc. , 334 Ga. App. 97 ( 2015 )

THIRD DIVISION
ELLINGTON, P. J.,
DILLARD and MCFADDEN, JJ.
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.
http://www.gaappeals.us/rules
October 6, 2015
In the Court of Appeals of Georgia
A15A1413. WINTERBOER v. FLOYD HEALTHCARE
MANAGEMENT, INC d/b/a FLOYD MEDICAL CENTER.
DILLARD, Judge.
Janice Winterboer appeals the trial court’s denial of her motion for summary
judgment and its grant of summary judgment to Floyd Healthcare Management, Inc.
d/b/a Floyd Medical Center (“Floyd Medical Center”) on the latter’s complaint as to
unpaid medical bills for treatment of Winterboer’s now-deceased adult son, Joshua,
after she signed Joshua’s hospital-registration consent forms. Winterboer contends,
inter alia, that she signed the forms in a representative capacity and not as a personal
guarantor. We agree that the trial court erred in granting summary judgment to Floyd
Medical Center and in denying Winterboer’s motion and, accordingly, we reverse.
Viewed in the light most favorable to Winterboer, the nonmovant,1 the record
reflects that her adult son, Joshua, was severely incapacitated after a motor-vehicle
accident that occurred when he was a toddler. Although Joshua had no guardian or
conservator, and although Winterboer did not have financial or medical power of
attorney for Joshua, she provided full-time care for her son until his death in
December 2014. Winterboer paid for Joshua’s medical and living expenses using trust
funds that were received as part of an annuity following the accident and a legal
settlement.
On April 25, 2011, and June 22, 2011, Winterboer took Joshua to Floyd
Medical Center for emergency medical treatment when he was in respiratory distress
and, at some point in the process of his admission, she signed registration consent
forms for his treatment. But when the medical bills associated with these extended
hospital visits went unpaid, Floyd Medical Center filed suit against both Joshua and
1
See, e.g., Blake v. KES, Inc., 329 Ga. App. 742, 742 (766 SE2d 138) (2014)
(“On appeal from the grant of summary judgment this Court conducts a de novo
review of the evidence to determine whether there is a genuine issue of material fact
and whether the undisputed facts, viewed in the light most favorable to the
nonmoving party, warrant judgment as a matter of law.” (punctuation omitted)).
2
Winterboer, contending that Winterboer personally guaranteed payment of her son’s
bills when she signed the registration consent forms.2
Subsequently, Winterboer and Joshua moved for summary judgment, and the
trial court denied their motions. Floyd Medical Center then filed for summary
judgment in November 2014. But before the trial court could rule upon this motion,
Joshua passed away in December 2014. Joshua’s counsel then filed a suggestion of
death, and Floyd Medical Center consented to dismissing its action against him.
Nevertheless, the action against Winterboer continued, and she responded and again
moved for summary judgment in January 2015.
2
It is not entirely clear from the record why the medical bills were never paid,
but there is a suggestion by Winterboer’s counsel in the summary-judgment-hearing
transcript that the total amount for the bills exceeded the maximum amount that could
be withdrawn from Joshua’s trust fund in a given month. Winterboer also testified in
her deposition that she attempted to free up funds from another source but was
thwarted by her ex-husband. According to Winterboer, after all of this transpired,
Joshua was placed on Medicaid and, to her knowledge, all subsequent hospital bills
were covered by that source.
We also note that Floyd Medical Center’s complaint originally sought to collect
unpaid medical bills for a third hospital visit as well, but the signor on those forms
was Joshua’s cousin, not Winterboer. Nevertheless, Floyd Medical Center did not
pursue a claim against the cousin, only Joshua and Winterboer, and the claim for
unpaid bills associated with this third visit was eventually abandoned by Floyd
Medical Center’s dismissal of its claim against Joshua because it conceded at the
summary-judgment hearing that it was not seeking to recover those funds from
Winterboer.
3
Following a hearing on Floyd Medical Center’s motion for summary judgment,
the trial court granted the motion, again denied summary judgment as to Winterboer
by adopting the reasoning of the earlier denial, and awarded Floyd Medical Center
$243,204.96 for the unpaid medical bills associated with Joshua’s hospital visits in
April and June 2011. This appeal by Winterboer follows.
1. Winterboer first argues that the trial court erred in granting summary
judgment to Floyd Medical Center and denying her motion when she signed the
registration consent forms in a representative capacity and not a personal capacity.
We agree.
The forms Winterboer signed in April and June of 2011, entitled “Registration
Consent,” are identical. At the top of the form in all capital letters appears the
following paragraph:
I, the patient, hereby request that I receive treatment/care during this
hospital admission, emergency [department] or outpatient visit. I
understand that if I am to be provided a series of ongoing services based
on my physician’s orders, that my consent and authorization will be
acquired only once for all services provided in the series. I voluntarily
make and execute the following authorizations, consents, assignment,
certification and requests.
4
From there, centered upon the page and appearing in bold, all-capital font, the
form contains a header for the “patient’s authorization and consent for medical and
surgical treatment, anesthesia, x-ray examination, consent to search, physical
restraints, disposal of tissues, and other related matters.” The two paragraphs that
follow in small, standard font then detail and provide the patient’s authorization for
those things, speaking in terms of what “I,” the patient, consents to by signing the
document.
Next, centered on the page and appearing in bold, all-capital font, the form
contains a header for the “patient’s assignment of insurance benefits for
hospital/physician services, guarantee of account, and authorization for release of
medical information.” It is the paragraph that appears beneath this header in small,
standard font that contains the language at issue in this appeal. The entire paragraph
provides as follows:
I hereby irrevocably transfer and assign to the Hospital, EDP and
all other physicians all insurance benefits otherwise payable to me but
not to exceed the Hospital’s or EDP’s or all other physicians regular
charges rendered to me for this period of hospitalization. I authorize my
insurance carrier, third party payor or managed care organization to pay
such benefits directly to the Hospital, EDP and all other physicians in
my behalf. I understand that I am financially responsible to the
5
Hospital, EDP and all other physicians for charges not paid under the
assignment. In the event that in addition to hospital, EDP and all other
physicians’ benefits, I am entitled to any insurance or other benefits
covering other physician services, I hereby assign said benefits to the
physicians rendering care or treatment to me during this stay or
outpatient visits, to be applied to my bill from such physician. For and
in consideration of services rendered by the Hospital, EDP, or other
physicians to the below named patient, the undersigned jointly and
severally if more than one) guarantees payment of all charges incurred
for said patient in accordance with the policy of payment of such bills.
I understand that I am financially responsible to the Hospital for
charges not paid under the assignment. I further authorize any holder of
medical information or records concerning me to release such
information or records to my insurance carrier, third party payor,
managed care organization or to any other insurance carrier, including
worker’s compensation carriers, against which I have made, or shall
hereafter make, a claim. I further understand that it may be necessary to
contact my past or present employer(s) in regards to this claim. I permit
a copy of this authorization to be used in place of the original.3
After this paragraph, the form contains two more centered, bold, all-capitalized
headers for “patient’s Medicare certification, authorization to release information, and
payment request” and “Medigap and medical assistance,” each followed by a
3
We have supplied emphasis to the most pertinent language, but have
otherwise copied the language of the paragraph exactly as it appears, including
grammatical and typographical errors that are original to the form.
6
paragraph in small, standard font detailing the patient’s authorizations and
certifications related to those headers.
Finally, at the bottom of the form are three lines for signatures or other
information, each line describing in all-capitalized font what information is to be
provided. The first line is for the “signature of the patient.” The second line is for the
“signature of person acting for patient.” And the third line provides an area for the
person “acting for [the] patient” to describe his or her “relationship to patient” and
the date.
Below the three signature lines are three boxes that may be checked. The first
box is to indicate that “[i]t is impractical for the patient to execute the document
because patient’s mental or physical condition is such that patient should not be asked
to transact business.” The second box is to indicate that “[t]he patient is a minor.”
And the third box is to indicate the signor’s acknowledgment that he or she has
“received smoking cessation information from the hospital.”4 Additionally, in the
bottom right-hand corner of the form is a small area entitled “patient identification,”
4
It is not pertinent to the issues on appeal, but we note that this third box was
checked on both forms.
7
and below this, applied by a typed sticker, are, inter alia, the patient’s name, the
patient’s age and gender, the name of the attending physician, and the date.
In this matter, there are slight differences in the way Winterboer signed the
form in April 2011 and the manner in which she signed the form in June 2011. On the
April 2011 form, there is no patient name listed on the “signature of patient” line, but
Winterboer signed her name on the line for “signature of person acting for patient”
and identified herself as the patient’s “mother” on the line for “relationship to
patient.” She also checked the box indicating that it was “impractical for the patient
to execute the document because patient’s mental or physical condition is such that
patient should not be asked to transact business.” And the “patient identification” area
on this form lists “Winterboer, Joshua David” as the patient.
On the June 2011 form, Winterboer signed her name on the “signature of
patient” line and wrote in her son’s name, Joshua Winterboer, on the line for the
“signature of person acting for patient” before identifying herself as the patient’s
“mother” on the line for “relationship to patient.” She also not only checked that it
was “impractical for the patient to execute the document because patient’s mental or
physical condition is such that patient should not be asked to transact business” but
8
also that “[t]he patient is a minor.” Despite these obvious scrivener errors, the “patient
identification” area lists “Winterboer, Joshua David” as the 30-year-old patient.
Based upon Winterboer’s completion of these forms and the language
emphasized supra, Floyd Medical Center maintains that Winterboer personally
guaranteed payment of her son’s medical bills. The trial court agreed, once again
determining that Winterboer, “in signing the form, obligated her son to be responsible
for the payment and obligated herself as well.” But we disagree that Winterboer was
rendered personally liable for payment of the associated bills simply because she
signed the forms in a representative capacity on behalf of her son.
At the outset, we note that the issue of contract construction is “usually a
question of law for the court to resolve and, as such, it is subject to de novo review.”5
In this respect, there are three steps involved in the construction of a contract.6 First,
the court must decide whether “the language of the contract is clear and
5
Atlanta Emergency Servs., LLC v. Clark, 328 Ga. App. 9, 11 (1) (761 SE2d
437) (2014); see also Bd. of Comm’rs of Crisp Cty. v. City Comm’rs of the City of
Cordele, 315 Ga. App. 696, 699 (727 SE2d 524) (2012).
6
See Atlanta Emergency Servs., 328 Ga. App. at 11 (1); Bd. of Comm’rs of
Crisp Cty., 315 Ga. App. at 699.
9
unambiguous.”7 And if there is no ambiguity, the contract is enforced “according to
its plain terms, and the contract alone is looked to for meaning.”8 Of course, a
contract is unambiguous when it is “capable of only one reasonable interpretation.”9
In the second step, if the contract is ambiguous in some respect, “the rules of contract
construction must be applied by the court to resolve the ambiguity.”10 Finally, if
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.”11
7
Atlanta Emergency Servs., 328 Ga. App. at 11-12 (1) (punctuation omitted);
accord Bd. of Comm’rs of Crisp Cty., 315 Ga. App. at 699.
8
Atlanta Emergency Servs., 328 Ga. App. at 12 (1) (punctuation omitted);
accord Bd. of Comm’rs of Crisp Cty., 315 Ga. App. at 699; see also OCGA § 13-2-3
(“The cardinal rule of construction is to ascertain the intention of the parties. If that
intention is clear and it contravenes no rule of law and sufficient words are used to
arrive at the intention, it shall be enforced irrespective of all technical or arbitrary
rules of construction.”).
9
Atlanta Emergency Servs., 328 Ga. App. at 12 (1) (punctuation omitted);
accord Stefano Arts v. Sui, 301 Ga. App. 857, 860 (1) (690 SE2d 197) (2010).
10
Atlanta Emergency Servs., 328 Ga. App. at 12 (1) (punctuation omitted);
accord Bd. of Comm’rs of Crisp Cty., 315 Ga. App. at 699.
11
Atlanta Emergency Servs., 328 Ga. App. at 12 (1) (punctuation omitted);
accord Bd. of Comm’rs of Crisp Cty., 315 Ga. App. at 699.
10
As noted supra, the form at issue includes the following sentence buried in the
middle of a paragraph that is under a header that highlights, inter alia, the patient’s
guarantee of account:
For and in consideration of services rendered by the Hospital, EDP, or
other physicians to the below named patient, the undersigned jointly and
severally if more than one) guarantees payment of all charges incurred
for said patient in accordance with the policy of payment of such bills.
I understand that I am financially responsible to the Hospital for charges
not paid under the assignment.12
Notwithstanding this language, which broadly applies to “the undersigned,” the form
contains signature lines for the patient and for a “person acting for [the] patient.”13
The form then permits additional information to describe who is signing on behalf of
the patient and why that person is doing so by providing a line for the person’s
“relationship to [the] patient” and boxes to be checked if “[i]t is impractical for the
patient to execute the document because [the] patient’s mental or physical condition
is such that [the] patient should not be asked to transact business” and/or if “[t]he
patient is a minor.”
12
Typographical errors in original.
13
Emphasis supplied.
11
These conflicting portions of the form—the language broadly associated with
guaranteeing payment and the lines and boxes associated with who is signing the
form and why—render the contract ambiguous.14 Nevertheless, we are mindful that
“[t]he construction which will uphold a contract in whole and in every part is to be
preferred, and the whole contract should be looked to in arriving at the construction
of any part[.]”15 Thus, here, the broad guarantee language must be read in pari
materia with the signature lines and the check-boxes that provide additional
information relevant to the unique circumstances that surround the signing of the
form at a given time. Additionally, it is a cardinal rule of contract construction that
14
Cf. Bd. of Trustees of N. Kan. City. Mem. Hosp. v. Conway, 675 SW2d 36,
36-39 (I) (Miss. Ct. App. 1984) (holding that wife made an “unambiguous,
unqualified promise . . . to pay for hospital services rendered to” her husband when
she signed a document that was separate from the patient’s registration form, which
she did not sign and which listed her husband as the “person responsible for this
account,” and when the separate document was entitled “Guarantee of Account” and
provided “I will pay any unpaid balance on dismissal” and “I agree to be responsible
for hospital services rendered to this patient”).
15
OCGA § 13-2-2 (4); see also Paul v. Paul, 235 Ga. 382, 384 (219 SE2d 736)
(1975) (“Every other rule is subservient to this one. ‘The fundamental rule, the rule
which swallows up almost all others in construing a paper, is to give it that meaning
which will best carry into effect the intent of the parties. This is the object of the rules
of interpretation, to discover the true intent of the parties, and in doing this we are to
take the whole of (the instrument) together, and to consider this with the surrounding
circumstances.”(punctuation omitted)).
12
when “the construction of a contract is doubtful, the construction that goes most
strongly against the drafter of the agreement is to be preferred.”16
In the case sub judice, Winterboer left a checkmark to indicate that she was
signing the form because it was impractical for the patient, her adult son, “to execute
the document because [the] patient’s mental or physical condition [was] such that
[the] patient should not be asked to transact business.” Additionally, the signature line
provides that a signatory other than the patient is “acting for the patient.” Thus, it is
clear that Winterboer intended to sign—and did sign—the form in a representative
capacity because these latter portions of the form limit the otherwise broad guarantee
provision.
16
Reichman v. Southern Ear, Nose & Throat Surgeons, P.C., 266 Ga. App.
696, 699-700 (1) (598 SE2d 12) (2004); see also OCGA § 13-2-2 (5) (“If the
construction is doubtful, that which goes most strongly against the party executing
the instrument or undertaking the obligation is generally to be preferred[.]”); Hertz
Equip. Rental Corp. v. Evans, 260 Ga. 532, 533 (397 SE2d 692) (1990) (citing to
OCGA § 13-2-2 (5) for the proposition that “if a contract is capable of being
construed two ways, it will be construed against the preparer and in favor of the
non-preparer”).
13
And here, because Winterboer signed the form on behalf of her adult son as his
agent, not in a personal capacity, she did not render herself personally liable for any
unpaid medical bills.17 Accordingly, the trial court erred in granting summary
judgment to Floyd Medical Center and in denying summary judgment to Winterboer.
2. Because we have reversed on Winterboer’s first enumeration of error, we
need not address her remaining enumerations, which are that the form does not satisfy
the statute of frauds, and that the form is a contract of adhesion with a personal-
guaranty provision that is unconscionable and void as against public policy.
17
See OCGA § 10-6-53 (“The form in which the agent acts is immaterial; if the
principal’s name is disclosed and the agent professes to act for him, it will be held to
be the act of the principal.”); Dover v. Burns, 186 Ga. 19, 21-22, 29 (3) (196 SE 785)
(1938) (holding that attorney’s brothers-in-law were not rendered personally liable
in settlement of attorney’s accounts when the agreement described the brothers-in-law
as “agents of” the attorney); Tiller v. Spradley, 39 Ga. 35, 35-38 (1869) (holding that
note promising to pay “for cotton seed for J.’s plantation” and signed, “S., Agent for
J.,” was the note of J., who was alone personally liable). Cf. OCGA § 31-9-2 (a) (6)
(B) (“In addition to such other persons as may be authorized and empowered, any one
of the following persons is authorized and empowered to consent, either orally or
otherwise, to any surgical or medical treatment or procedures not prohibited by law
which may be suggested, recommended, prescribed, or directed by a duly licensed
physician: . . . . Upon the inability of any adult to consent for himself or herself and
in the absence of any person to consent under paragraphs (1.1) through (5) of this
subsection, the following persons in the following order of priority: . . . Any parent
for his or her adult child[.]”).
14
For all of the foregoing reasons, we reverse the trial court’s grant of summary
judgment to Floyd Medical Center and its denial of summary judgment to Winterboer.
Judgment reversed. McFadden, J., concurs. Ellington, P. J., concurs in
judgment only.
15