Hospital of Central Connecticut v. Neurosurgical Associates, P.C. (2010)

MEMORANDUM OF DECISION RE DEFENDANT'S MOTION FOR SUMMARY JUDGMENT, # 118, and PLAINTIFF'S MOTION FOR SUMMARY JUDGMENT, # 120

This is an action brought by the Hospital of Central Connecticut (the “Hospital”) against Neurosurgical Associates, P.C., (the “Group”), regarding the provisions of the Group's on-call services to the Hospital.   The plaintiff's complaint alleges that it entered into the On-Call Agreement with the defendant on April 19, 2004, whereby the defendant would provide on-call services to the plaintiff for a monthly fee of $8,333.33.   On June 6, 2005, the plaintiff renewed the On-Call Agreement with the defendant for an additional one-year period, and on August 31, 2006, again renewed it for one year, with automatic renewals to commence thereafter and termination upon sixty (60) days notice.¹

On August 3, 2007, the plaintiff notified the defendant by letter that it was terminating the On-Call Agreement as of October 8, 2007.   Despite this, subsequent to October 8, 2007, the plaintiff continued to place the defendant on its on-call schedule, continued to pay the defendant the previous agreed amount for such services of $8,333.33 on a monthly basis, and the defendant continued to provide on-call services as per their initial agreement.

On September 2, 2008, the plaintiff sent the defendant a letter claiming that these post-termination months of payments were a mistake on the part of the plaintiff, and demanded a return of payments totaling $66,666.64.   Thereafter, the plaintiff filed a two-count complaint alleging claims of unjust enrichment and civil theft on the part of the defendant.   The defendants filed a motion for summary judgment on June 1, 2010, and the plaintiffs in turn filed its motion for summary judgment together with a memorandum in opposition to the defendant's motion on July 15, 2010.   The defendants filed an objection to the plaintiff's motion for summary judgment as well as a reply to plaintiff's objection to defendant's motion for summary judgment on July 19, 2010.   The court heard oral argument on all motions on November 22, 2010.

DISCUSSION

Connecticut Practice Book § 17-49 provides that “summary judgment shall be rendered forthwith if the pleadings, affidavits and any other proof submitted show that there is no genuine issue as to any material fact and that the moving party is entitled to judgment as a matter of law.”  Rodriguez v. Testa, 296 Conn. 1, 6, 993 A.2d 955 (2010) Practice Book § 17-49.  “In seeking summary judgment, the movant has the burden of showing the nonexistence of any genuine issue as to all material facts.”  Id., 6-7.  “The test is whether the moving party would be entitled to a directed verdict on the same facts.”  Batick v. Seymour, 186 Conn. 632, 647, 443 A.2d 471 (1982).   Summary judgment should only be granted if the pleadings, affidavits and other proof submitted demonstrate that there is no genuine issue as to any material fact.  Scinto v. Stam, 224 Conn. 524, 530, cert. denied, 114 S.Ct. 176, 126 L.Ed.2d 136 (1993);  Connell v. Colwell, 214 Conn. 242, 246, 571 A.2d 116 (1991).   Summary judgment is “designed to eliminate the delay and expense of litigating an issue where there is no real issue to be tried.”  Wilson v. City of New Haven, 213 Conn. 277, 279, 567 A.2d 829 (1989).

A. Count One-Unjust Enrichment

The first count of the plaintiff's complaint alleges that the defendant's acceptance of payments from the plaintiff after the On-Call Agreement was terminated amounts to unjust enrichment.   The plaintiff claims that by mistake it continued to make payments to the defendant following the termination of the On-Call Agreement for the period of October 9, 2007, through June 13, 2008, totaling $66,666.67.

A claim for unjust enrichment “applies whenever justice requires compensation to be given for property or services rendered under a contract, and no remedy is available by an action on the contract.”   5 Williston, Contracts (Rev. Ed.) § 1479.  “A right of recovery under the doctrine of unjust enrichment is essentially equitable, its basis being that in a given situation it is contrary to equity and good conscience for one to retain a benefit which has come to him at the expense of another ․ Unjust enrichment is, consistent with the principles of equity, a broad and flexible remedy ․ Plaintiffs seeking recovery for unjust enrichment must prove (1) that the defendants were benefited, (2) that the defendants unjustly did not pay the plaintiffs for the benefits, and (3) that the failure of payment was to the plaintiffs' detriment.”  (Internal quotation marks omitted.)  New Hartford v. Connecticut Resources Recovery Authority, 291 Conn. 433, 451-52, 970 A.2d 592 (2009).  “Further, the determination of whether a particular failure to pay was unjust and whether the defendant was benefitted are essentially factual findings ․” Utzler v. Braca, 115 Conn.App. 261, 267, 972 A.2d 743 (2009).

In order to prevail in its equitable claim for unjust enrichment, the plaintiff must produce evidence to show that the Group received a benefit (payments) and unjustly did not provide any services for that benefit, and that failure was to the Hospital's detriment.   The plaintiff's contention is that the defendant was contractually obligated to perform these on call services for free based upon the following additional facts.

In addition to the On-Call Agreement between the Hospital and the Group, each of the four doctors in the Group had signed separate agreements with the Hospital for staff privileges.   The staff privileges' agreements were signed separately from the On-Call Agreement, and obligated the doctors to comply with the bylaws and rules and regulations of the Hospital.   The plaintiff argues that due to becoming a member of the Hospital staff, by virtue of signing a number of applications, (Plaintiff's Exh. E-L), the defendant was contractually bound to the Rules and Regulations of the Hospital and Hospital By-Laws referenced therein.  (Plaintiff's Exh. M, N.) The plaintiff further claims that after the On-Call Agreement was terminated, the terms of those Rules and Regulations and By-laws governed the defendant's relationship with the plaintiff.   The end result of this analysis is the allegation that once the On-Call Agreement was terminated, the defendant was contractually bound to provide the plaintiff with the on-call services without charge.   However, nowhere in the Applications for Appointment to the Medical Staff, Rules and Regulations of the Hospital or the Hospital By-laws is there a single provision requiring the defendant, or anyone else for that matter, to provide the plaintiff with on-call services at no charge.   The provision which the plaintiff relies on is contained in Rules and Regulations of the Medical Staff of The Hospital of Central Connecticut, Section II, Paragraph H,-Responsibility for Covering Emergency Room and Staff Services as assigned, which states:  “Each member of the active staff is expected to cover the emergency room for both staff service and unassigned private patients on a rotational basis as assigned.   It is the staff member's responsibility to arrange appropriate coverage if unable to fulfill this obligation.”  (Plaintiff's Exh. N.) ²

Under the facts as presented, there is no evidence that the defendant was unjustly enriched by the payments.   First, the Group continued to provide the on-call services to the Hospital during this period.   If it had continued to provide the services for which it had been paid for the 3.5 years prior to the disputed period without payment, the Group may have had a justifiable unjust enrichment claim against the Hospital.   Second, even if the argument could have been made that the Rules and Regulations required on-call services with the individual doctors, the On-Call Agreement was with the Neurological Associates, Group, and not the doctors in the Group who separately signed the Applications for Appointment to Staff.

Third, the defendant never agreed to provide the services for free.   To the contrary, one member of the Group testified that he had made it very clear, that his “time has a value and that value is not zero, and [he] would not be providing any time without compensation.”  (Defendant's Exh. F, Deposition of Howard Lantner, M.D., p. 27.)

The undisputed facts demonstrate that the plaintiff's claim for unjust enrichment is without merit, and the defendant is entitled to summary judgment on count one of the plaintiff's complaint.

B. Count Two-Statutory Theft

The plaintiff's second count and prayer for relief taken cumulatively allege civil theft by the defendant, in that “the Defendant intentionally and without authorization took and withheld the funds from the Plaintiff.”   Civil theft, or statutory theft, under General Statutes § 52-564 would allow for the trebling of any damage award.

“Statutory theft under § 52-564 is synonymous with larceny under General Statutes § 53a-119 ․ Pursuant to § 53a-119, [a] person commits larceny when, with intent to deprive another of property or to appropriate the same to himself or a third person, he wrongfully takes, obtains or [withholds] such property from an owner ․ Conversion can be distinguished from statutory theft as established by § 53a-119 in two ways.   First, statutory theft requires an intent to deprive another of his property;  Second, conversion requires the owner to be harmed by a defendant's conduct.   Therefore, statutory theft requires a plaintiff to prove the additional element of intent over and above what he or she must demonstrate to prove conversion.”  (Emphasis added.   Internal quotation marks omitted.)  Deming v. Nationwide Mutual Ins. Co., 279 Conn. 745, 771, 905 A.2d 623 (2006).  “It must be shown that (1) there was an intent to do the act complained of, (2) the act was done wrongfully, and (3) the act was committed against an owner.   The essential cause of action is a wrongful exercise of dominion over personal property of another.”  (Citations omitted;  internal quotations omitted.)  Sullivan v. Delisa, 101 Conn.App. 605, 619-20, 923 A.2d 760 (2007).

The defendant admits that it did receive payments from the plaintiff after the termination of the On-Call Agreement, and there is no dispute that the defendant continued to provide the on-call services during this same time.   The defendant never received a payment from the plaintiff for which services were not provided in exchange, and there is no evidence that the defendant accepted the plaintiff's payment without the intention to provide this service.³  Furthermore, there is no evidence to indicate there was an intent on the defendant's part to deprive the plaintiff of these monies, a key element for a claim of statutory theft.   The undisputed facts demonstrate that the plaintiff's claim for civil theft is without merit.

CONCLUSION

“Virtually all of the facts are undisputed and those facts which are in dispute are not relevant to a resolution of the issues.”   Plaintiff's Memorandum in Support of Plaintiff's Motion for Summary Judgment, p. 2. The undisputed facts do not support a cause of action for either unjust enrichment or civil theft.   Accordingly, for the reasons set forth herein, summary judgment is granted in favor of the defendant on counts one and two.

Swienton, J.

FOOTNOTES

FN1. The defendant's memorandum in support of its motion indicates that termination was upon thirty (30) days notice, citing the letter of August 31, 2006.   See, Plaintiff's Exh. C. The On-Call Agreement provided for automatic renewal unless either party gave the other thirty (30) days written notice of its intent not to renew, however, the On-Call Agreement could be terminated without cause by either party giving sixty (60) days written notice..  FN1. The defendant's memorandum in support of its motion indicates that termination was upon thirty (30) days notice, citing the letter of August 31, 2006.   See, Plaintiff's Exh. C. The On-Call Agreement provided for automatic renewal unless either party gave the other thirty (30) days written notice of its intent not to renew, however, the On-Call Agreement could be terminated without cause by either party giving sixty (60) days written notice.

FN2. The exhibit indicates it is the September 25, 2008, revision, and nothing was provided to the court to indicate the Rules and Regulations in existence between 2007 and 2008 were different..  FN2. The exhibit indicates it is the September 25, 2008, revision, and nothing was provided to the court to indicate the Rules and Regulations in existence between 2007 and 2008 were different.

FN3. Dr. Lantner testified that “[i]t was kind of a weird setup where they indicated they didn't need us, but yet they continued to put us on the call schedule unilaterally, but yet continued to pay us, and we continued to provide the service.”   Defendant's Exh. F, Deposition of Howard Lantner, M.D., p. 28-29.   Lantner explained that the Group received call schedules generated by the Hospital “[m]uch to our surprise.   And what we did, we looked at it and said, Gosh, they still have us on the call schedule;  this doesn't make any sense.   But then we'd go to the office manager and say, Hey, did we get a check from them this month?   She'd go, Yep. Cool, we're covering.”  Id., p. 36..  FN3. Dr. Lantner testified that “[i]t was kind of a weird setup where they indicated they didn't need us, but yet they continued to put us on the call schedule unilaterally, but yet continued to pay us, and we continued to provide the service.”   Defendant's Exh. F, Deposition of Howard Lantner, M.D., p. 28-29.   Lantner explained that the Group received call schedules generated by the Hospital “[m]uch to our surprise.   And what we did, we looked at it and said, Gosh, they still have us on the call schedule;  this doesn't make any sense.   But then we'd go to the office manager and say, Hey, did we get a check from them this month?   She'd go, Yep. Cool, we're covering.”  Id., p. 36.

Swienton, Cynthia K., J.