Morrell v. Wellstar Health System, Inc.Morrell v. Wellstar Health System, Inc.
Michael Morrell and William C. Morrell sought and received medical care at Douglas Hospital, Inc. without having private medical insurance or benefits under Medicare or Medicaid government programs to cover the charges for the care. After being individually-charged for the care, the Morrells sued Wellstar Health System, Inc. and its affiliate, Douglas Hospital, Inc. (collectively referred
Wellstar Health moved pursuant to OCGA § 9-11-12 (b) (6) for dismissal of the complaint for failure to state a claim upon which relief can be granted. The trial court granted the motion by dismissing all counts of the complaint, and the Morrells contend on appeal that the trial court erred in dismissing Counts 1, 2, 3, 4, and 8. 1 For the reasons that follow, we affirm.
1. As an initial matter we note that, in ruling on the motion, the trial court elected to consider identical written documents prepared by Wellstar Health and signed by Michael and William Morrell by which they consented to and agreed to pay for the medical care. Acopy of the document signed by the Morrells was submitted by Wellstar Health in support of its motion to dismiss. The substance of the document was not incorporated into the complaint, nor was a copy of the document attached as an exhibit to the complaint, so it was clearly a matter outside of the Morrells’ pleadings.
Bakhtiarnejad v. Cox Enterprises,
Because Wellstar Health’s motion to dismiss for failure to state a claim was converted by law to a motion for summary judgment and
granted by the trial court, the standard of review as to the issues on appeal is whether the record supports the conclusion that there was no genuine issue of material fact, and that viewing the evidence in the light most favorable to the Morrells, Wellstar Health was entitled to judgment as a matter of law. OCGA§ 9-11-56;
Lau’s Corp. v. Haskins,
In their breach of contract claims, the Morrells contend that, although the written contracts were sufficiently defined to be binding contracts for payment of charges for medical care, the agreement to pay for “all charges” for medical care, without setting forth the specific charges, showed there was a lack of agreement as to the price terms in the contracts. The Morrells argue that, in the absence of an agreement on the amount to be charged, these were “open price” contracts which contained an implied agreement for Wellstar Health to charge a reasonable amount for the medical care, and that Wellstar Health breached the contracts by charging more than was reasonable under the circumstances. They also claim that the amounts charged by Wellstar Health breached an implied contractual duty of good faith and fair dealing.
In construing the contracts at issue, the trial court correctly found that these claims failed as a matter of law because the parties agreed to the charges made by Wellstar Health for the provided
medical care. Construction of the contracts presented a question of law for the court, unless the contracts contained an ambiguity that could not be resolved by the rules of construction.
Hardman v. Dahlonega-Lumpkin County Chamber of Commerce,
Applying these principles, the trial court found that the contracts by which the Morrells agreed to pay for “all charges” for medical care provided by Wellstar Health must be construed in light of the statutory requirements set forth in OCGA § 31-7-11 (a) for providing patients with a “[w]ritten summary of hospital charge rates.” OCGA § 31-7-11 (a) provides that, upon request, a hospital must provide patients with a written summary of hospital charges “composed in a simple clear fashion so as to enable consumers to compare hospital charges and make cost-effective decisions in the purchase of hospital services.” Although the statute provides a list of the types of charges that must be provided in the written summary — such as admission charges; daily room rates;
The Morrells do not contend that the written summary required by OCGA§ 31-7-11 (a) did not exist or that Wellstar Health refused to make it available. Under the rules of contract construction, OCGA § 31-7-11 (a) became a part of the contracts at issue, and the Morrells and Wellstar Health were presumed to have contracted with reference to the statute and its effect on the contracts.
Magnetic Resonance Plus,
4. The trial court correctly dismissed the claim in Count 3 of the complaint based on unjust enrichment. As set forth in Division 2, supra, the trial court correctly found, as a matter of law, that the parties entered into a valid contract. “Unjust enrichment is an equitable concept and applies when as a matter of fact there is no
legal contract.” (Citation and punctuation omitted.)
St. Paul Mercury Ins. Co. v. Meeks,
5. The Morrells contend that the trial court erred by dismissing their claim in Count 8 of the complaint that Wellstar Health breached fiduciary duties owed to them. In this claim, the Morrells assert that, as a nonprofit hospital, Wellstar Health owed a fiduciary duty to patients, especially patients without insurance or Medicare/Medicaid benefits, to charge for medical care on a nonprofit, reasonable basis. They claim Wellstar Health breached this duty by charging them the higher “chargemaster” rates.
Fiduciary duties are owed by those in confidential relationships
where one party is so situated as to exercise a controlling influence over the will, conduct, and interest of another or where, from a similar relationship of mutual confidence, the law requires the utmost good faith, such as the relationship between partners, principal and agent, etc.
OCGA § 23-2-58;
Atlanta Market Center Mgmt. Co. v. McLane,
Accordingly, the issue is whether nonprofit hospitals, by virtue of being not-for-profit, owe their patients a fiduciary duty with respect to pricing of medical care. While we render no opinion as to whether a nonprofit hospital may owe a fiduciary duty to a patient in other settings or factual circumstances, we hold that a nonprofit hospital
generally has no fiduciary duty to a patient with respect to the price the hospital charges for medical care. In general, corporate principles are applied to resolve questions concerning the function of nonprofit corporations because the functions of their directors are “virtually indistinguishable from those of their ‘pure’ corporate counterparts.” (Citation and punctuation omitted.)
The Corp. of Mercer Univ. v. Smith,
6. The Morrells contend that the trial court erred by dismissing their claims in Count 4 of the complaint seeking declaratory and injunctive relief. Although Count 4 is captioned “Injunctive/Declaratory Relief Under Georgia Law,” the relief requested was for the trial court to issue an injunction ordering Wellstar Health to stop charging the Morrells “inflated and discriminatory rates for medical care” of a “higher amount for medical services than its insured patients for the same services,” and to stop making any effort to collect amounts charged. On appeal, the only substantive argument made by the Morrells is that they face uncertainty with respect to the “exorbitant hospital bills” and should be allowed to seek a “declaratory judgment for breach of contract.” In light of our holding in Division 2, supra, that the Morrells and Wellstar Health entered into valid contracts to pay for medical care at the “chargemaster” rates, we find no error in the trial court’s dismissal of Count 4 on the basis that the Morrells were not entitled to declaratory or injunctive relief.
Judgment affirmed.
Notes
The Morrells abandon their claims under Counts 5, 6, 7, and 9.
Michael Morrell was charged $1,845 for medical care he received during two hospital admissions in June 2004, and William C. Morrell was charged $8,709.50 for medical care he received during one hospital admission in April 2004.
To promote health care cost containment while preserving quality of care, the Georgia Legislature encourages private insurers to negotiate with hospitals to charge lower rates for medical care provided to covered patients (OCGA § 33-30-20 et seq.), just as federal law provides for lower rates of reimbursement to hospitals for medical care provided to those covered by Medicare/Medicaid benefits. 42 USC § 1395 et seq.; 42 USC § 1396 et seq.
Because we find that the parties reached an agreement as to price, we need not address claims that the parties failed to agree on price terms, and therefore the contracts were “open price” with implied agreements to charge a reasonable price.
The Morrells also allege that the Wellstar Health “chargemaster” rates for medical care included exorbitantly excessive charges that bore no relation to actual cost and were unconscionable. The Morrells, however, made no claim that the contracts they entered into to pay these charges should be voided in whole or in part as unconscionable. See
NEC Technologies v. Nelson,