750 S.E.2d 214
Va. Ct. App.2013Background
- Reston Surgery Center seeks full reimbursement for treatment of Woodson, a police officer with the City of Alexandria; the employer self-insures and uses PMA as administrator.
- AWCA program allegedly provided a network with reduced rates; employer paid only portion of bill citing AWCA reductions.
- Appellant asserts it never contracted with AWCA or Aetna; appellee cites a Facilities Service Agreement (FSA) between Reston and Aetna and an AWCA enrollment mechanism.
- May 2005 invitation letter purportedly informed enrollment unless opt-out by June 30, 2005, sent to Reston post office; addressed to Dear Executive.
- December 15, 2008 thank-you letter allegedly acknowledged enrollment and provided terms but did not constitute proper notice under the FSA.
- The deputy commissioner found notice sufficient and that appellant acquiesced via course of dealing; the commission affirmed, leading to this appeal.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether enrollment in AWCA was properly established. | Reston argues notice failed to meet FSA requirements. | Alexandria argues invitation and thank-you letters adequately notified enrollment. | No; enrollment was not properly established. |
| Whether there was a waiver of notice rights. | Reston contends no written waiver or proper modification occurred. | Alexandria argues implied modification via course of dealing. | Waiver not proven; no clear, unequivocal relinquishment. |
| Whether appellee was an intended beneficiary of the Aetna-Reston agreement. | Reston contends there was no direct contract to confer benefits on PMA or employer. | Alexandria asserts intended-beneficiary status via FSA. | Issue moot after waiver and enrollment conclusions. |
Key Cases Cited
- Orthopaedic & Spine Ctr. v. Muller Martini Mfg. Corp., 61 Va. App. 482 (2013) (contract interpretation and waiver standards; de novo review of contract terms)
- Stanley’s Cafeteria, Inc. v. Abramson, 226 Va. 68 (1983) (waiver requires knowledge and intent to relinquish; course of dealing cannot prove waiver alone)
- Reid v. Boyle, 259 Va. 356 (2000) (modification of contract may be by parol with sufficient consideration)
- Zurich General Accident & Liability Ins. Co. v. Baum, 159 Va. 404 (1932) (parol modification of contracts despite no written amendment)
- Gov’t Employees Ins. Co. v. Hall, 260 Va. 349 (2000) (course of dealing may show mutual intent to modify contract)