Board of Trustees v. ConwayBoard of Trustees v. Conway
Plaintiff North Kansas City Memorial Hospital had a verdict and judgment
We affirm the judgment.
Thе facts are that Richard Conway was admitted to the plaintiff hospital via the emergency room on June 12, 1978, after 10 o’clock p.m. He was brought there by ambulance, Mrs. Conway following. In connection with Mr. Conwаy’s admittance to the hospital, Mrs. Conway signed a document entitled, “Guarantee of Account”. The document is set out in full in the margin.
Mr. Conway was in the hospital until he died on September 20, a period of 99 days.
Mr. Conway had Blue Cross-Blue Shield medical insurance, but it fell far short of covering the entire hospital bill. The total hospital bill was $51,495.75. Blue Cross and Blue Shield had paid $6,686.04 and Mrs. Conway had made a payment of $2,800, leaving an unpaid рrincipal balance of $42,009.71.
Other facts will appear in the discussion of various points presented by appellant.
I
Appellant says that she as a matter of law was not a primary obligor of the hospital bill but a guarantor — or, in the alternative, that whether she was a primary obli-gor or a secondary obligor was a disputed question upon the evidence and that the question should have been submitted to the jury. From that premise she argues that plaintiff's verdict-directing instruction,
The parties have briefed and argued the case as if the suit were brought upon the written contract, and they have focused on the construction to be placed upon the document entitled “Guarantee of Account”. We shall deal with the case on that theory, although it seems to us that the theory of the hospital’s lawsuit was quantum meruit and that the “Guarantee of Accоunt” document was simply evidence of the fact, to be considered along with all the evidence, that Mrs. Conway had herself requested the services to Mr. Conway, and that she expected to pay for them. It would follow that when Mrs. Conway’s “request” for the hospital services was hypothesized in the
Viewing it as a suit upon the contract, though, as the parties have done, it is our conclusion that there was no ambiguity about the document that Mrs. Conway signed. It wаs as a matter of law an unambiguous, unqualified promise by her to pay for the hospital services rendered to Mr. Conway. Mrs. Conway says that the use of the word “Guarantee” introduces an ambiguity into the document. We think not. The word “Guarantee” is quite frequently used in common parlance to mean “promise”, and that was its meaning here. Rubin v. Toberman,
In a further attempt to show that she was a guarantor rather than a principal debtor, Mrs. Conway calls our attention to a second hospital record, the “registration form”, which contains information about Mr. Conway—his birth date, for instance, his occupation, his religion, his spouse, and the like. On that form, in a space for “person responsible for this account”, is written the name of “Richard Conway”. There is no evidence of the circumstances under which this form was completed, or when, but it was doubtless at or near the time of his admission to the hospital. Mrs. Conway’s signature does not appear upon this document. There is no evidence that she ever saw it. It has nothing to dо with the “Guarantee of Account” and does not make it ambiguous. Even if Mrs. Conway had seen and signed the registration form, though, the fact that Mr. Conway was “responsible for this account” does not prevent Mrs. Conway’s аlso being primarily liable therefor as a co-obligor.
Mrs. Conway makes one other argument directed at the question whether the document evidenced a primary or secondary obligation on her рart. That argument is that the original petition of the plaintiff was entitled “Petition on Guaranty” and it alleged that defendant “executed a written guaranty of said account whereby said defendant agreed to personally guaranty and to pay any unpaid balance upon said account”. A copy of the guaranty was attached to the original petition. This petition was introduced into evidence as аn “admission against interest” of the plaintiff hospital. (The original petition was amended to state a claim upon account, alleging that the hospital services to Mr. Conway were rendered at “Lois J. Conway’s special instance and request”, and it was upon that theory that the case was submitted to the jury.) Defendant does not argue that plaintiff hospital made some kind of binding election by its original petition and was somehow foreclosed by the theory of its original petition. She does not explain what facts were admitted in the original petition which contradict or were inconsistent with the evidence adduced at the trial. Plaintiff admitted no fact in the original petition which aids defendant. Plaintiff could not thereby “admit” a legal proposition, Macheca v. Fowler,
Since as a matter of law the defendant’s contract established, as we hold, a рrimary obligation to pay for the hospital services, it follows that the verdict-directing instruction was not in error, and it follows also that the hospital’s claim against Mrs. Conway was not barred by its failure to make its claim against Mr. Conway’s estate.
II
Defendant next says that the “Board of Trustees of North Kansas City Memorial
Defendant correctly points out that the statutes relative to hospitals of the character of the North Kansas City Memorial Hospital do not expressly give to the hospital or to its governing board of trustees the authority to sue and be sued. §§ 96.150-96.228, RSMo 1978, and Cum.Supp.1983. 96.150.
It is not necessary, however, in order for a public agency such as the hospital to have the capacity to sue and to be sued, that it have express statutory authority therefor. What is necessary is that it be a separate, an independent, legal entity, having the attributes of a corporation. Such an organization by necessary implication has the right to sue and be sued. Parker v. Unemployment Compensation Commission,
Defendant says that the plaintiff hospital Board of Trustees is not such an entity with capacity to sue. She cites Board of Public Works v. Sho-Me Power Corporation,
The status of the Board of Public Works in that case furnishes a good contrast to the status of thе hospital in the present case. The Board of Public Works was clearly, as it was described in the enabling statute itself, Section 91.450, an “executive department” of the city. It was created by ordinance of the city, under a power given by statute. The board’s powers were subject to abridgement or enlargement by ordinance. All its contracts were subject to the approval of the city council by mandаte of the statute, Section 91.530.
Contrast the situation of the Board of Public Works in the Rolla case with the situation of the Board of Trustees of the hospital in this ease. The hospital is not a creation of the city. It comes into being by vote of the voters of the city and it is thereafter subject to no control by the city. The statute itself authorizes the Board of Trustees to enter into various kinds of contracts,
Ill
Appellant’s other points may be quickly disposed of.
She says that there was no proof of the reasonableness of the hospital charges. This argument is based upon the alleged lack of qualifications of Mrs. Young to express an expert оpinion upon the reasonableness of the charges. Mrs. Young was supervisor of credit and collection at the hospital. Her experience and her training, to which she testified, fully qualified her to express her opinion of the reasonableness of the charges. Mr. Cash-ner, business manager for St. Joseph Hospital, was also qualified to express his opinion that the charges were reasonable. The fact that he did not review every item on the 53-page bill, but that his testimony was based on a macro-examination of it, did not disqualify his opinion.
IY
Appellant says finally that the verdict-directing instruction, which we have cоpied
Judgment affirmed.
All concur.
Notes
.GUARANTEE OF ACCOUNT
1. I will deposit $_ on admission and pay balance on dismissal.
2. XXX I have Blue Cross and Blue Shield. I will pay any unpaid balance on dismissal.
3._I havе other insurance. I will pay any unpaid balance on dismissal. My insurance will be assigned to NORTH KANSAS CITY MEMORIAL HOSPITAL.
4. _I wish to discuss other arrangements. I will be in at_o’clock on_, 19_
(I agree to be responsible for hospital services rendеred to this patient.)
(I have read this statement and understand it fully.)
/s/ Lois J. Conway_Wife_06-13-78
Signed ■ Relationship to Patient Date
. Plaintiffs verdict-directing instruction reads as follows:
“Your verdict must be for plaintiff in [sic] you believe:
"First, at defendant’s request plaintiff furnished to Richard M. Conway, hospital services, between June 13, 1978 and September 20, 1978.
"Second, plaintiff charged a total of $42,-009.71 for such goods, and
"Third, plaintiff's charges were reasonable.”
. Citing Beauchamp v. North American Savings Association,
. Citing Auchanpaugh v. Schmidt,