CAPITAL CREDIT AND COLLECTION SERVICE INC v. TOTAL RENAL CARE INC (2026)

Plaintiff Capital Credit, a credit collection agency, appeals from a grant of summary judgment in favor of defendant Total Renal Care, a healthcare center. Plaintiff, who had been assigned health care claims from an insurance provider, sued defendant for alleged overpayments for dialysis services for a specified patient. Ultimately, the parties settled that initial lawsuit by executing a settlement agreement, which “waive[d] all claims * * * known or unknown * * * relating to the Lawsuits or the Accounts” for the patient. Approximately two years later, plaintiff sued defendant a second time, again alleging that defendant had been overpaid for dialysis services that it provided to the same patient, asserting additional overpayment dates that were before the signed settlement. Defendant moved for summary judgment, asserting that the settlement unambiguously barred the new lawsuit. The trial court agreed and granted summary judgment to defendant. On appeal, plaintiff assigns error to that ruling, arguing that the settlement was ambiguous and that the terms of the settlement do not bar an action relating to the payments in the current complaint. As explained below, because we conclude that the settlement was unambiguous, we affirm.

We review a trial court's grant of summary judgment for errors of law and will affirm if there are no genuine disputes about any material fact and the moving party is entitled to judgment as a matter of law. Beneficial Oregon, Inc. v. Bivins, 313 Or App 275, 277, 496 P3d 1104 (2021). In so doing, “we view the facts in the light most favorable to the nonmoving parties” and we “examine whether no objectively reasonable juror could find in their favor on the question at issue.” Id. In making that determination, “we examine ‘the pleadings, depositions, affidavits, declarations, and admissions on file.’ ” Id. (quoting ORCP 47 C).

With that standard in mind, we briefly set out the undisputed facts to give context to our discussion of the sole assignment of error. Plaintiff is a collection agency that was assigned health insurance claims from Providence Health Plan (PHP). Defendant is a healthcare company that provided kidney dialysis services to a specific patient (whom the parties referred to as “Patient”), one of PHP's insureds. The patient received treatment from defendant at its Syringa and Table Rock facilities, and PHP paid defendant for the patient's dialysis services. PHP later conducted an audit that formed the basis for its allegations that it had overpaid defendant. In December 2020, plaintiff, as PHP's collection agency, sued defendant, initiating two lawsuits—one against each facility where the patient received treatment—seeking a total of $118,253.70 for overpayments.¹ At issue in those cases were 13 instances of alleged overpayment. In June 2021, plaintiff and defendant settled both lawsuits in a combined agreement. Under the terms of the executed “Settlement Agreement and Release” (the settlement), defendant agreed to pay plaintiff $68,716.91, plus $2,480.00 in attorney fees and court costs. Additionally, under the release provision of the settlement, the parties agreed to dismiss the cases with prejudice and waive:

“all claims * * * known or unknown, asserted or not asserted, suspected or unsuspected, including without limitation, any claim which was or could have been raised in a court of law * * * arising out of or relating to the Lawsuits or the Accounts as set forth in the Exhibit attached hereto.”2

The settlement did not include the exhibit that was referenced in the release provision. The recital within the settlement further provided that there were “two accounts in the amounts of $95,265 and $22,997,” which plaintiff alleged were due.³

Approximately two years later, plaintiff filed a new complaint against defendant, again alleging that PHP overpaid defendant for dialysis services that defendant provided to the same patient. Plaintiff's new complaint alleged that those overpayments were made in May 2018, October 2018, and January 2021. Defendant filed a motion for summary judgment, asserting that the lawsuit was barred by the prior settlement. Relying on the language of the settlement, which “waive[d] all claims * * * known or unknown, asserted or not asserted, suspected or unsuspected * * * arising out of or relating to the Lawsuits or the Accounts,” defendant argued that “[a]ccounts” encompassed all of the funds due and owed to the two facilities for the patient's treatment given that the patient had a Syringa account and a Table Rock account. Defendant argued that “[a]ccounts” did not equate to specifically identified overpayments and that the broad language covering “any known or unknown” claims would be meaningless if the settlement covered only the listed 13 overpayments. To the extent that the settlement did not waive “previous, current or future accounts or refund requests between the parties,” defendant asserted that the exception contemplated an account related to a different facility or a different patient. Finally, defendant asserted that four of the new alleged overpayments were among the 13 instances of overpayment in the settlement and those claims, at minimum, needed to be dismissed.

In response, plaintiff argued that the prior settlement was narrow, contending that “[a]ccounts” meant individual overpayments, which resulted in a limited group of claims. Therefore, according to plaintiff, the settlement was limited to the two lawsuits and the specifically referenced 13 insurance overpayments. In support, plaintiff pointed to the settlement language providing that “[t]his release does not include any other previous, current, or future accounts or refund requests between the parties.” In addition, plaintiff remonstrated that the settlement was ambiguous because it referenced an “Exhibit” that did not exist and plaintiff submitted a declaration from its counsel attaching what it asserted to be the missing settlement exhibit. Defendant objected to the extrinsic documents on foundational grounds and asserted that they were not properly authenticated. In response, plaintiff sought leave to amend its summary judgment response to include a declaration from its collections manager.

The trial court held a hearing on defendant's motion for summary judgment. As an initial matter, the trial court denied plaintiff leave to amend its response as untimely, concluding that the documents and exhibits submitted by plaintiff's counsel would have been inadmissible in any event because they were not properly authenticated. The trial court then took judicial notice of the two prior lawsuits, and the parties presented their arguments. The trial court focused on “the critical question” of “how do you define accounts in the context of the scope of the release,” and took the case under advisement.

Ultimately, the trial court concluded that, as a matter of law, only defendant's interpretation was plausible, determining that “[a]ccounts” referred to all of the amount due and owed to defendant with respect to the patient's treatments at the two facilities, not specific claims of overpayment. Noting that the term “[a]ccounts” is defined in the first recital to mean the “two accounts in the amounts of $95,256.70 and $22,997.00 for collection, which accounts [plaintiff] alleged to be due and owing from” defendant, the court rejected plaintiff's interpretation, concluding that it was not plausible in the context of the agreement because the settlement defined “Accounts” as “two accounts,” not 13 specific overpayments. The court reasoned that plaintiff's interpretation would not give meaning to the release's broad language covering claims that are “known or unknown, asserted or not asserted, suspected or unsuspected.” The court further noted that it was reasonable to interpret the last sentence of the release to clarify that the release did not cover any refund requests for charges at defendant's facilities associated with patients other than the specific patient at issue. Accordingly, the court granted defendant summary judgment, concluding that the release barred plaintiff's claims because plaintiff's new claims predated the settlement and arose out of the patient's treatment at defendant's facilities. Plaintiff timely appealed.

On appeal, the parties reprise their arguments. Plaintiff continues to assert that the settlement releases only the claims made as to the specifically listed 13 instances of claimed overpayment in the original lawsuits. Plaintiff contends that, at minimum, because the exhibit was missing from the agreement, the court should have treated the settlement as ambiguous and allowed the parties to go to trial and submit extrinsic evidence to resolve the ambiguity. Defendant argues that the settlement unambiguously released the claims as a matter of law, asserting that the only plausible interpretation of the term “[a]ccounts” refers to the amount due and owed from the two facilities where the patient received treatment. Alternatively, defendant contends that plaintiff's claims are barred by claim preclusion. At oral argument, defendant again contended that, at minimum, four of the overpayments at issue are among the 13 specifically listed in the settlement, and therefore, those claims should be dismissed.

Contract interpretation presents a question of law that we review for legal error. Eagle-Air Estates Homeowners Assn., Inc. v. Haphey, 272 Or App 651, 656, 354 P3d 766 (2015), rev. den., 359 Or 166 (2016). In interpreting a contract, the court first “examines the text of the disputed provision, in the context of the document as a whole,” inquiring whether the provision at issue is ambiguous. Yogman v. Parrott, 325 Or 358, 361-64, 937 P2d 1019 (1997); see also Batzer Construction, Inc. v. Boyer, 204 Or App 309, 315-17, 129 P3d 773, rev. den., 341 Or 366 (2006) (explaining that, in determining whether a contract term is ambiguous, a court must consider evidence of the circumstances of contract formation, if provided by the parties, and that Yogman omitted that step only because no such evidence was presented in that case). In the absence of an ambiguity, the court construes the words of a contract as a matter of law and the analysis ends. May v. Chicago Insurance Co., 260 Or 285, 292, 490 P2d 150 (1971).

We begin with the text and context of the settlement. Here, the release provision included broad language that “waive[d] all claims * * * known or unknown, asserted or not asserted, suspected or unsuspected * * * relating to the Lawsuits or the Accounts.” The recital defines “[a]ccounts” as “two accounts in the amounts of $95,256.70 and $22,997.00 for collection, which accounts [plaintiff] alleged to be due and owing from [defendant] (‘Accounts’).” Considering the broad language of the release, the recital's definition, and that the underlying lawsuit arose out of overpayments relating to the two facilities, we conclude that the term “[a]ccounts” unambiguously refers to the total amounts due and owed at each facility with respect to the patient's treatment. As noted by the trial court, the release language, “known or unknown,” would be meaningless if “[a]ccounts” equated to the listed overpayments. Further, our understanding of the definition of “[a]ccounts” gives effect to the exception to the release provision of the settlement, namely “other previous, current or future accounts or refund requests between the parties,” which contemplates different facilities or different patients. See Williams v. RJ Reynolds Tobacco Company, 351 Or 368, 379, 271 P3d 103 (2011) (explaining that a court “must, if possible, construe the contract so as to give effect to all of its provisions”); ORS 42.230 (providing that a court, in construing an instrument, is “to ascertain and declare what is, in terms or in substance, contained therein, not to insert what has been omitted, or to omit what has been inserted; and where there are several provisions or particulars, such construction is, if possible, to be adopted as will give effect to all”).

Further, we reject plaintiff's argument that, because there was no exhibit attached to the settlement, the settlement was ambiguous as a matter of law. Although a missing exhibit could cause ambiguity, it does not do so in this case. The exhibit purported to list overpayments associated with each facility. Given our conclusion that “[a]ccounts” unambiguously refers to the total amount due and owed at each facility with respect to the patient's treatments—not limited by the listed claims—the missing exhibit does not create an ambiguity as a matter of law. Moreover, plaintiff has not assigned error to the trial court's decision rejecting the introduction of the exhibit and we do not address that issue on appeal.

In short, the trial court did not err by concluding that the settlement was unambiguous and that defendant was entitled to judgment as a matter of law because the alleged overpayments predated the settlement. In light of our conclusion about the trial court's ruling, we need not reach defendant's claim preclusion argument.

Affirmed.

FOOTNOTES

1.   Plaintiff's lawsuit against the Syringa facility was Capital Credit and Collection Service, Inc. v. Total Renal Care, Inc. dba Syringa Home Training, Multnomah County Circuit Court Case No. 20CV44914, and alleged a total of $22,970.00 in overpayments. Plaintiff's lawsuit against the Table Rock facility was Capital Credit and Collection Service, Inc. v. Total Renal Care, Inc. dba Table Rock Dialysis Center, Multnomah County Circuit Court Case No. 20CV45411, and alleged a total of $95,256.70 in overpayments.

2.   The release provision provides, in full:“In consideration of the Settlement Payment and other valuable consideration, [plaintiff], including its successors, assigns, owners, representatives, officers, directors, subsidiaries, parent companies, affiliates, employees and other related parties/entities, including the assignor of the Account, hereby releases [defendant], including its successors, assigns, owners, representatives, officers, directors, subsidiaries, parent companies, affiliates, employees and other related parties/entities, and waives all claims, damages, liabilities, demands, charges, complaints, controversies, actions, liens, causes of action, indemnification or contribution rights, and suits at law or in equity of any kind or nature whatsoever, known or unknown, asserted or not asserted, suspected or unsuspected, including without limitation, any claim which was or could have been raised in a court of law or any other forum, and any claim under any local, state or federal statute and any claim under any other statutory, administrative, constitutional, contractual, tort, common law or other legal or equitable theory, or any other theory of recovery arising out of or relating to the Lawsuits or the Accounts as set forth in the Exhibit attached hereto. [Plaintiff] agrees to defend, indemnify and hold harmless [defendant] from any claim by Providence Health Plans or any other third party relating to the Accounts. This release does not include any other previous, current, or future accounts or refund requests between the parties.”

3.   The recitals provided, in part:“WHEREAS, on or about December 18, 2020, [plaintiff] filed two Lawsuits against [defendant], Case Nos. 20CV45411 and 20CV44914 in the Circuit Court of the State of Oregon, County of Multnomah, (“Lawsuits”) in which [plaintiff] alleged that it is a collection agency and received assignment from Providence Health Plans of two accounts in the amounts of $95,256.70 and $22,997.00 for collection, which accounts [plaintiff] alleged to be due and owing from [defendant] (“Accounts”)[.]”

POWERS, J.