Searching over 5,500,000 cases.


searching
Buy This Entire Record For $7.95

Download the entire decision to receive the complete text, official citation,
docket number, dissents and concurrences, and footnotes for this case.

Learn more about what you receive with purchase of this case.

Care Group Heart Hospital, LLC v. Sawyer

Supreme Court of Indiana

March 23, 2018

The Care Group Heart Hospital, LLC, Appellant/Cross-Appellee (Defendant),
v.
Roderick J. Sawyer, M.D., Appellee/Cross-Appellant (Plaintiff).

          Argued: December 7, 2017

          Appeal from the Marion Superior Court, No. 49D10-1208-PL-32513 The Honorable David J. Dreyer, Judge

         On Petition to Transfer from the Indiana Court of Appeals, No. 49A05-1603-PL-580

          ATTORNEYS FOR APPELLANT/CROSS-APPELLEE John R. Maley Peter J. Rusthoven Leah L. Seigel Barnes & Thornburg LLP Indianapolis, Indiana

          ATTORNEYS FOR PETITIONER ST. VINCENT MEDICAL GROUP, INC. David B. Honig Andrew B. Howk Hall, Render, Killian, Heath & Lyman, P.C. Indianapolis, Indiana

          ATTORNEYS FOR APPELLEE/CROSS-APPELLANT Kevin W. Betz Sandra L. Blevins Benjamin C. Ellis Betz Blevins Indianapolis, Indiana

          ATTORNEYS FOR AMICUS CURIAE INDIANA LEGAL FOUNDATION INC. Julia Blackwell Gelinas Maggie L. Smith Frost Brown Todd LLC Indianapolis, Indiana

          ATTORNEYS FOR AMICUS CURIAE DEFENSE TRIAL COUNSEL OF INDIANA Philip E. Kalamaros Hunt Suedhoff Kalamaros LLP Saint Joseph, Michigan Lucy R. Dollens Quarles & Brady LLP Indianapolis, Indiana

          OPINION

          Rush, Chief Justice.

         Parties are free to choose the terms of their agreements, and Indiana courts firmly defend this freedom of contract by enforcing agreed-upon terms.

         Here, a doctor worked as a cardiologist and was also a member-owner of a hospital. He agreed with his employer and with the hospital that if his employment is "terminated for any reason"-that is, upon "any termination"-his ownership interest must be discontinued and redeemed.

         We hold that "any termination" means just that-any termination, for any reason. The hospital thus did not breach the agreement by paying out the doctor's ownership interest after his employment terminated. It did, however, breach the agreement by delaying the payout, so the doctor is entitled to interest.

         We also hold that the trial court did not abuse its discretion in awarding the doctor discovery sanctions of $27, 233.19 in attorney fees and expenses.

         We therefore affirm in part, reverse in part, and remand to the trial court.

         Facts and Procedural History

         Doctor Roderick Sawyer worked as a cardiologist for St. Vincent Medical Group, Inc. ("the Medical Group"). He was also a member-owner of The Care Group Heart Hospital, LLC ("the Hospital"). These two arrangements stood on three agreements: an employment agreement, an operating agreement, and a joinder agreement.

         The employment agreement was between Dr. Sawyer and the Medical Group and governed his ten-year term of employment as a cardiologist. The operating agreement was between Dr. Sawyer and the Hospital and prescribed payout of his ownership interest in the Hospital. And the joinder agreement was among all three and conditioned Dr. Sawyer's continued ownership interest in the Hospital on his continued employment with the Medical Group. The joinder agreement specified,

[w]ithin ninety (90) days of any termination of employment between Physician and [the Medical Group] (other than a termination pursuant to Section 4.4(c) of the Agreement), . . . Physician and [the Hospital] shall cause Physician to be redeemed of his interest in [the Hospital] such that, following such redemption, Physician shall have no continuing direct or indirect membership, ownership or investment interest in [the Hospital]. (emphases added)

         The operating agreement then supplied a formula for calculating Dr. Sawyer's redemption amount at the time of his "involuntary withdrawal, " which includes "the termination of employment or any material agreement [Dr. Sawyer] is a party to with the [Medical Group]."

         The Medical Group terminated Dr. Sawyer's employment on July 22, 2011. Almost eight months later, the Hospital paid Dr. Sawyer $196, 787- his redemption amount based on the operating agreement's formula.

         Dr. Sawyer sued the Medical Group and the Hospital.[1] Against the Medical Group, he claimed tortious interference with business relationships; breach of the duty of good faith and fair dealing; and breach of the employment agreement, which caused him to lose both his employment and his ownership interest in the Hospital. Against the Hospital, he brought a breach-of-contract claim.

         The Hospital filed dispositive motions throughout the litigation: for partial dismissal, for summary judgment, and for judgment on the evidence. Each motion relied on a plain reading of the joinder agreement, arguing no breach in the Hospital discontinuing and redeeming Dr. Sawyer's ownership interest. The trial court denied all these motions as to the joinder agreement, but it granted summary judgment to the Hospital as to the operating agreement. A jury returned a verdict against the Medical Group for $1.1 million, which has been paid to Dr. Sawyer. The jury also returned a verdict of $470, 000 against the Hospital for breach of the joinder agreement.

         The Hospital moved to correct error, reiterating that there was no breach in discontinuing and redeeming Dr. Sawyer's ownership interest- only in delaying the payout after the 90-day deadline. The Hospital asked the court to correct the jury's $470, 000 award by entering judgment on the evidence for $6, 559.60-the interest on the five-month delay at the statutory rate of eight percent. The court denied the Hospital's motion.

         Finally, the court ruled on the last of many discovery disputes that tangled nearly every stage of the litigation. It ordered the Hospital and Medical Group to pay a $27, 233.19 sanction award to Dr. Sawyer.

         The Hospital appealed the $470, 000 judgment, arguing that the trial court erred in denying the Hospital's motions under Indiana Trial Rules 12(B)(6), 50, and 59(J). Dr. Sawyer cross-appealed, arguing that the trial court erroneously granted summary judgment to the Hospital as to the operating agreement, and that the $27, 233.19 in attorney fees and expenses was an inadequate sanction.

         The Court of Appeals affirmed both the partial summary judgment for the Hospital and the judgment against the Hospital.[2] The Care Group Heart Hosp. v. Sawyer, 80 N.E.3d 190, 210 (Ind.Ct.App. 2017). But it reversed the sanction award, remanding for re-evaluation and re-apportionment among the defendants. Id.

         The Hospital and the Medical Group separately petitioned to transfer. We granted transfer, vacating the Court of Appeals opinion. Ind. Appellate Rule 58(A).[3]

         Standard of Review

         We face two questions. First, did a contract-interpretation error-which we review de novo-pervade the trial court's rulings on the Hospital's dispositive motions? See State Farm Mut. Auto. Ins. Co. v. Jakubowicz, 56 N.E.3d 617, 619 (Ind. 2016).

         Second, did the trial court abuse its discretion in awarding discovery sanctions of $27, 233.19 to Dr. Sawyer? See McCullough v. Archbold Ladder Co., 605 N.E.2d 175, 180 (Ind. 1993).

         Discussion ...


Buy This Entire Record For $7.95

Download the entire decision to receive the complete text, official citation,
docket number, dissents and concurrences, and footnotes for this case.

Learn more about what you receive with purchase of this case.