McKinley v. Coliseum Health Group, LLC, 308 Ga. App. 768

McKinley and Coliseum entered into a Physician Employment Agreement in February 2002, effective Aug. 1, 2002, terminating Sept. 30, 2006.
Exhibit B defines McKinley’s compensation as 90% of precompensation earnings minus physician expenses.
Precompensation earnings are defined as net practice revenues minus practice operating expenses.
Operating expenses include salaries, rent, insurance, utilities, and, importantly, allowances for bad debts.
Coliseum reconciled McKinley’s account on Sept. 30, 2006, showing a $49,907 excess payment to McKinley and demanded repayment or arrangements.
McKinley counterclaimed for a refund of overcharged fees and contested deductions for management, collection, and bad-debt charges.

Issue	Plaintiff's Argument	Defendant's Argument	Held
Whether the Agreement authorizes deductions for management and collection fees and bad-debt charges	McKinley argues the agreement does not authorize those deductions	Coliseum contends the broad language permits these deductions	Yes, the deductions are authorized
Whether parol evidence was admissible to explain ambiguity about accounting procedures	McKinley contends parol evidence is inadmissible	Coliseum asserts parol evidence clarifies ambiguity	Yes, parol evidence admissible to explain ambiguity

Reynolds Properties, Inc. v. Bickelmann, 300 Ga.App. 484 (2009) (contract construction; de novo review for ambiguity)
Coleman v. Arrington Auto Sales & Rentals, 294 Ga.App. 247 (2008) (contract construction; ambiguity rules)
Record Town, Inc. v. Sugarloaf Mills Ltd. Partnership of Ga., 301 Ga.App. 367 (2009) (three-step contract construction; parol evidence to explain ambiguity)
Andrews v. Skinner, 158 Ga.App. 229 (1981) (parol evidence admissible to explain ambiguity; not to vary writing)
Toncee, Inc. v. Thomas, 219 Ga.App. 539 (1995) (conduct as evidence of contract interpretation)
Scruggs v. Purvis, 218 Ga. 40 (1962) (weight given to conduct in contract interpretation)