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1. Contracts; Hospitals and Other Medical Facilities_medical expenses_agreement to
pay “regular rates”_no breach of contract by hospital
Plaintiff patient who did not have health insurance sufficient to cover all of her medical
expenses did not state a claim for breach by defendant hospital of a contract in which she agreed
to pay “the regular rates and terms of the hospital at the time of the patient's discharge” where
plaintiff alleged that defendant hospital was charging reduced rates to patients who had full
insurance coverage and that the rates defendant charged plaintiff were not stated in the contract
and were unreasonable because (1) plaintiff did not allege that she was not charged the “regular
rates” of defendant hospital; (2) plaintiff alleges that the “regular rates” were shown on
defendant's “charge master,” and plaintiff made no allegation that she attempted to gain access to
the “charge master” to ascertain the regular rates and was denied access to this document by
defendant; (3) the rates of services contained in the “charge master” were necessarily implied in
the contract signed by plaintiff; and (4) the price term of the hospital's “regular rates” was thus
definite and certain or capable of being made so.
2. Declaratory Judgments--price term--ambiguity
The trial court did not err by dismissing plaintiff's claim for declaratory judgment to
determine the actual price she should pay for hospital service in light of the alleged ambiguity of
the price term in the contract, because: (1) the Court of Appeals has already held that the price
term was not ambiguous; and (2) plaintiff paid the charges without objection when they were
due.
3. Unfair Trade Practices-_dismissal of claim--medical professionals not included
The trial court did not err by dismissing plaintiff's claim for unfair and deceptive trade
practices, because: (1) unfair and deceptive acts committed by medical professionals are not
included within the prohibition of N.C.G.S. § 75-1.1(a); and (2) the facts of this case do not
justify a departure from this precedent.
Wallace & Graham, P.A., by Mona Lisa Wallace, John S. Hughes,
and Cathy A. Williams, and Shipman & Wright, L.L.P., by Gary
K. Shipman and William G. Wright, for plaintiff-appellant.
Fulbright & Jaworski L.L.P., by John M. Simpson, Frederick
Robinson, and Stephen M. McNabb, for defendant-appellee.
STEELMAN, Judge.
Plaintiff sought treatment at Raleigh Community Hospital
(See footnote 1)
,
which is owned by Duke University Health System, in July of 2002.
Plaintiff did not have health insurance sufficient to cover all her
medical expenses. Prior to obtaining treatment, plaintiff signed
a consent form entitled “Consent and Conditions of Treatment.”
Under a section titled “Payment Agreement,” the consent form
included the following language: “The undersigned individually
obligates himself to the payment of the Hospital account incurred
by the patient in accordance with the regular rates and terms of
the Hospital at the time of patient's discharge.” Plaintiff
alleges that she was never provided with any information explaining
or listing the “regular rates” of the hospital. Plaintiff further
alleges that, unbeknownst to her at the time she signed the
contract, defendant was charging greatly reduced rates to patients
who had full insurance coverage through either government or
private insurance programs.
Subsequent to her discharge from the hospital, plaintiff
received medical bills totaling $7891.00 for services rendered by
defendant. Plaintiff paid these bills in full prior to filing suit
in this matter. Plaintiff filed this action on 14 February 2005, on behalf of
herself and a class of persons similarly situated. Plaintiff's
complaint included causes of action for breach of contract; unjust
enrichment; unfair and deceptive trade practices; and declaratory
and injunctive relief. Defendant moved to dismiss the complaint
pursuant to Rule 12(b)(6) of the North Carolina Rules of Civil
Procedure on 15 April 2005. The trial court granted defendant's
motion, and dismissed plaintiff's complaint with prejudice by order
entered 11 July 2005. Plaintiff appeals.
[1] In plaintiff's first argument, she contends that the trial
court erred in dismissing her claims for breach of contract; unjust
enrichment; and declaratory and injunctive relief. We disagree.
We review de novo the grant of a motion to
dismiss. A motion to dismiss made pursuant to
. . . Rule 12(b)(6) tests the legal
sufficiency of the complaint. “The system of
notice pleading affords a sufficiently liberal
construction of complaints so that few fail to
survive a motion to dismiss.” Accordingly,
when entertaining “a motion to dismiss, the
trial court must take the complaint's
allegations as true and determine whether they
are sufficient to state a claim upon which
relief may be granted under some legal
theory.”
Lea v. Grier, 156 N.C. App. 503, 507, 577 S.E.2d 411, 414-15 (2003)
(citations omitted).
Plaintiff argues the following in support of her contract
claim: 1) The Consent and Conditions of Treatment form which she
signed failed to contain a definite price term; 2) because no
definite price term was agreed upon, the law infers a “reasonable
rate” as the contract price for the services rendered; and 3) therates defendant charged plaintiff for its services were
unreasonable, and the charging of unreasonable rates constituted a
breach of the contract. Plaintiff's contract claim fails if the
relevant language of the consent form was sufficiently definite to
inform plaintiff of the price term. Contract interpretation is a
matter of law, and the standard of review for this Court is de
novo.
Internet East, Inc. v. Duro Communs., Inc., 146 N.C. App.
401, 405, 553 S.E.2d 84, 87 (2001).
The relevant language from the Consent and Conditions of
Treatment form reads as follows: “The undersigned individually
obligates himself to the payment of the Hospital account incurred
by the patient in accordance with the regular rates and terms of
the Hospital at the time of patient's discharge.” We first note
that nowhere in plaintiff's complaint does she contend that the
rates she was charged were not the “regular rates” of the hospital,
she merely contends that these rates were “unreasonable”.
Therefore, the question of whether plaintiff was charged the
“regular rates” is not before us on appeal.
The next question is whether the “regular rates” language in
the agreement was sufficiently definite to allow a meeting of the
minds on the price term. Elliott v. Duke University, Inc., 66 N.C.
App. 590, 596, 311 S.E.2d 632, 636 (1984) (“[T]he terms of a
contract must be definite and certain or capable of being made so;
the minds of the parties must meet upon a definite proposition.”).
Plaintiff contends that the hospital keeps a list of the rates it
charges the uninsured (or under-insured) in a document called the“charge master”. Plaintiff further alleges that she was not
provided with this document before she signed the consent form.
Plaintiff makes no allegation that she attempted to gain access to
the “charge master” to ascertain the regular rates and was denied
access to this “charge master” by defendant.
“The heart of a contract is the intention of
the parties, which is to be ascertained from
the expressions used, the subject matter, the
end in view, the purpose sought, and the
situation of the parties at the time.” When
a contract is in writing and free from any
ambiguity which would require resort to
extrinsic evidence, or the consideration of
disputed fact, the intention of the parties is
a question of law. The court determines the
effect of their agreement by declaring its
legal meaning.
A contract, however, encompasses not only its
express provisions but also all such implied
provisions as are necessary to effect the
intention of the parties unless express terms
prevent such inclusion. “The court will be
prepared to imply a term if there arises from
the language of the contract itself, and the
circumstances under which it is entered into,
an inference that the parties must have
intended the stipulation in question.” The
doctrine of implication of unexpressed terms
has been succinctly stated as follows:
“Intention or meaning in a contract may be
manifested or conveyed either expressly or
impliedly, and it is fundamental that that
which is plainly or necessarily implied in the
language of a contract is as much a part of it
as that which is expressed. If it can be
plainly seen from all the provisions of the
instrument taken together that the obligation
in question was within the contemplation of
the parties when making their contract or is
necessary to carry their intention into
effect, the law will imply the obligation and
enforce it. The policy of the law is to supply
in contracts what is presumed to have been
inadvertently omitted or to have been deemed
perfectly obvious by the parties, the partiesbeing supposed to have made those stipulations
which as honest, fair, and just men they ought
to have made.”
Lane v. Scarborough, 284 N.C. 407, 409-11, 200 S.E.2d 622, 624-25
(1973).
In the instant case, the contested language is free from
ambiguity. It is clear that plaintiff was agreeing by her
signature to pay the “regular” rates charged by defendant for the
services it was to render. Plaintiff makes no argument in her
complaint that she was charged anything other than the “regular”
rates. When we consider the “situation of the parties at the
time,” the “subject matter” and the “purpose sought,” we find the
price term was sufficiently definite.
Plaintiff sought medical services. Inherent in providing
medical care and treatment is the element of the unforeseen. It is
common, almost expected, that a course of treatment embarked upon
will, through unforeseen circumstances, be amended, altered,
enhanced, or terminated altogether, and a completely new course of
treatment begun. In light of this, it would be impossible for a
hospital to fully and accurately estimate all of the treatments and
costs for every patient before treatment has begun. It would be
cumbersome, and against patients' interests, to require hospitals
to seek new authorization from a patient whenever some medical
circumstance requires a new course of treatment. For this reason,
it is entirely reasonable and predictable that patients would agree
to pay the hospital's regular rates for whatever services might be
necessary in treating their particular ailments or afflictions. None of this is to suggest that patients have no right to question
hospitals concerning any particular treatment and the costs
therefore, or that patients cannot refuse treatment for reasons of
cost.
As previously stated, there is no evidence in the record that
plaintiff attempted to ascertain the regular rates for the services
to be provided to her. Plaintiff's complaint does allege that the
“regular” rates existed on defendant's “charge master”. Thus, the
price term of “the regular rates and terms of the Hospital at the
time of patient's discharge” was “definite and certain or capable
of being made so.” Elliott, 66 N.C. App. at 596, 311 S.E.2d at 636
(emphasis added). We hold that the rates of services contained in
the “charge master” were necessarily implied in the contract signed
by plaintiff. Because there is no allegation that the rates
contained in the “charge master” were not sufficiently definite,
and because there is no allegation that plaintiff was charged rates
different than those “regular” rates contained in the “charge
master”, plaintiff's complaint does not allege a claim for breach
of contract. The trial court properly dismissed this claim.
Plaintiff argues in the alternative that if this Court finds
the above contested language renders the contract unenforceable,
she was entitled to recover under a theory of unjust enrichment,
and the trial court erred in dismissing that claim. Because we
have not held the contract to be unenforceable, we do not address
this argument. Further, having held that plaintiff agreed to pay
the “regular rates”; that the “regular rates” price term wassufficiently definite; and that plaintiff was, in fact, charged the
“regular rates”; we need not address plaintiff's argument that the
rates charged by defendant were “unreasonable.”
[2] Next plaintiff argues that the trial court erred in
dismissing her claims for declaratory judgment and injunctive
relief. Plaintiff makes no argument in her brief concerning her
claim for injunctive relief, and it is deemed abandoned. N.C. R.
App. P. Rule 28(b)(6) (2005). Plaintiff argues that she is
entitled to a declaratory judgment to determine the actual price
she should pay in light of the ambiguity of the price term in the
contract. As we have already held that the price term is not
ambiguous, plaintiff's argument fails. We again note that
plaintiff paid the charges without objection when they were due.
Plaintiff's first argument is without merit.
[3] In plaintiff's second argument, she contends that the
trial court erred in dismissing her claim for unfair and deceptive
trade practices against defendant. We disagree.
In order to establish a claim [under N.C. Gen.
Stat. § 75-1.1], plaintiffs must show (1) an
unfair or deceptive act or practice, (2) in or
affecting commerce, (3) which proximately
caused actual injury to them. N.C. Gen. Stat.
§ 75-1.1(b) (1999) defines commerce as “all
business activities however denominated, but
does not include professional services
rendered by a member of a learned profession.”
Burgess v. Busby, 142 N.C. App. 393, 406, 544 S.E.2d 4, 11 (2001).
“
Our Court has made clear that unfair and deceptive acts committed
by medical professionals are not included within the prohibition of
N.C.G.S. § 75-1.1(a).
”
Gaunt v. Pittaway, 139 N.C. App. 778, 784,534 S.E.2d 660, 664 (2000)
. This exception for medical
professionals has been broadly interpreted by this Court, see
Phillips v. A Triangle Women's Health Clinic, 155 N.C. App. 372,
377-79, 573 S.E.2d 600, 604-05 (2002);
Burgess, 142 N.C. App. 393,
544 S.E.2d 4 (2001);
Gaunt, 139 N.C. App. 778, 534 S.E.2d 660
(2000)
;
Abram v. Charter Medical Corp., 100 N.C. App. 718, 722-23,
398 S.E.2d 331, 334 (1990);
Cameron v. New Hanover Memorial
Hospital, Inc., 58 N.C. App. 414, 447, 293 S.E.2d 901, 921 (1982),
and includes hospitals under the definition of “medical
professionals.” Id. We hold that the facts of this case do not
justify a departure from this precedent. This argument is without
merit.
In light of our holdings above, we do not reach plaintiff's
third argument.
AFFIRMED.
Judges ELMORE and JACKSON concur.
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