Jackson Thomas v. Oakwood Healthcare Inc, 326072

Plaintiff (minor Jackson Thomas, by conservator) sued Oakwood Healthcare claiming malpractice by Dr. Alice Shanaver at Oakwood Southshore Medical Center.
Dr. Shanaver had dual roles at Oakwood: (1) independent contractor physician with on-call privileges who treated and billed patients directly; and (2) a hospital preceptor/employee under a contract to teach medical students and residents.
The preceptor contract stated that teaching activities include lectures, discussions, consultations, outpatient visits, organized self-study, and tests, and that “100% of Physician’s time spent performing Services shall constitute teaching activities.”
At the consultation giving rise to the suit, no students or residents were present and Dr. Shanaver testified she was not acting under the preceptor contract but as an on-call independent physician.
The trial court held Dr. Shanaver was not acting under the preceptor agreement when she treated the patient, so Oakwood was not vicariously liable; the appellate majority found an ambiguity raising a factual question for the jury; Judge Saad dissented, arguing the trial court was correct.

Issue	Plaintiff's Argument	Defendant's Argument	Held
Whether Oakwood is vicariously liable for Dr. Shanaver’s alleged malpractice because she acted as a hospital employee under her preceptor contract	The preceptor agreement’s broad teaching definition (including consultations) and the “100% of Physician’s time” clause mean the consultation fell within contract duties, making Oakwood liable	No teaching/delivery of curriculum occurred at the consultation (no students/residents); Dr. Shanaver acted as an independent contractor on-call physician and thus Oakwood is not vicariously liable	Appellate majority found the contract language ambiguous enough to raise a fact question for the jury; dissent contends no ambiguity and supports trial court’s ruling that Dr. Shanaver acted as an independent contractor (no hospital liability)
Whether the contract is ambiguous so as to preclude summary disposition	Plaintiff: contract can be read to cover consultations regardless of whether students happen to attend; creates factual dispute	Defendant: contract requires actual delivery of curriculum; potential or hypothetical student presence is insufficient; plain terms are unambiguous	Majority: perceived ambiguity; Dissent: contract is unambiguous and summary disposition was proper

Grewe v. Mt. Clemens Gen. Hosp., 404 Mich 240 (holding that independent physicians are not hospital employees absent sufficient control) (discussed vicarious liability standard)
Klapp v. United Ins. Group Agency, Inc., 468 Mich 459 (2003) (contract ambiguity principles; ambiguity requires irreconcilable conflict or equally possible meanings)
Frankenmuth Mut. Ins. Co. v. Masters, 460 Mich 105 (1999) (contract interpretation principles)
Lansing Mayor v. Pub. Serv. Comm., 470 Mich 154 (contract ambiguity standard reaffirmed)
Dykes v. William Beaumont Hosp., 246 Mich App 471 (2001) (testimonial contradictions and summary-judgment/summary-disposition considerations)