Meadowbrook Center, Inc. v. Buchman
Meadowbrook Center, Inc. v. Buchman
Opinion of the Court
Opinion
The defendant, Robert Buchman, appeals from the judgment of the trial court in favor of the plaintiff, Meadowbrook Center, Inc., on its claims for breach of contract and promissory estoppel. The principal issue to be decided, which is dispositive of
The record reveals the following relevant facts and procedural history. In November, 2006, the defendant entered into an admission agreement (agreement) with the plaintiff, a skilled nursing care facility, regarding residential care for the defendant’s mother, Maude Buchman, who was suffering from dementia. The agreement identified the defendant’s mother as “the [r]esident” and the defendant as “the [responsible [p]arty.”
The agreement outlines, among other things, the responsibilities of the resident and the responsible party with respect to payment for the resident’s care at the facility. Specifically, § II of the agreement, titled “Payment,” provides in relevant part that “[t]he resident . . . agrees to pay the [facility the total per diem rate, [defined in § XIV of the agreement as $323] . . . except to the extent that payment is made directly to the [facility by a third party such as Medicare [or] Medicaid . . . . The obligation to pay said total per diem rate shall commence with the day the [Resident is admitted to the [facility and continue until the [Resident has been discharged and payment in full has been made for all services rendered.” Section III of the agreement, titled “Security Deposits,” states, inter alia, that upon admission to the facility, the resident “agrees to pay
The defendant’s mother remained a resident at the facility until her death on May 11,2009. At the time of her death, the defendant’s mother had an unpaid balance of $99,820.78 due to the facility. The parties stipulated to the trial court that if the department had granted Medicaid benefits to the defendant’s mother, the department would have paid the facility $47,561.18.
In its complaint, dated January 22, 2010, the plaintiff alleged, inter alia, that the defendant breached the agreement by failing to provide the department with the requested information for his mother’s Medicaid
A court trial commenced on October 13, 2011. At the close of the plaintiffs case-in-chief, the defendant moved for summary judgment, asserting, inter alia, that the plaintiff had failed to name the defendant as a party to the action in his capacity as conservator of his mother’s estate, and that any evidence of the defendant’s actions or omissions in his role as conservator bore no relevance to the issues before the court.
Following a luncheon recess, the court issued an oral decision in favor of the plaintiff. With respect to the plaintiffs breach of contract claim, the court found that: (1) the plaintiff entered into a contract with the defendant; (2) the contract provided that the defendant would timely supply all information requested by the department in connection with an application for Medicaid; (3) the consideration for the contract was the agreement of the plaintiff to supply care to the defendant’s mother; (4) the defendant signed the contract as the responsible party; (5) the defendant failed to fulfill the terms of the contract by not supplying the requested information to the department; and (6) as a result, “the defendant caused the plaintiff to lose the Medicaid money.” The court found that the defendant’s appointment as conservator did not reheve him of his duty to the plaintiff as the responsible party who signed the agreement, and that there was no need for the defendant, in his role as conservator, to be named as a separate party to the action. Additionally, the court found that the doctrine of promissory estoppel applied because (1) the defendant entered into a promise with the plaintiff to provide information to the department in connection with his mother’s Medicaid application; (2) the plaintiff relied on this promise and provided care to the defendant’s mother; and (3) the plaintiff lost
In accordance with its oral ruling, the court rendered judgment in the plaintiffs favor on October 18, 2011, and awarded damages in the amount of $47,561.15 plus attorney’s fees to be determined postjudgment.
I
We first address the defendant’s claim that the award of damages stemming from his breach of the agreement was impermissibly speculative.
It is well established that “[t]he elements of a breach of contract action are the formation of an agreement, performance by one party, breach of the agreement by the other party and damages.” (Internal quotation marks omitted.) Pelletier v. Galske, 105 Conn. App. 77, 81, 936 A.2d 689 (2007), cert. denied, 285 Conn. 921,
The specific calculation of damages incurred in the present case definitively was established due to the parties’ stipulation. The more problematic question is whether the plaintiff presented sufficient evidence to
The causation requirement focuses on whether a loss “may fairly and reasonably be considered [as] arising naturally, i.e., according to the usual course of things, from such breach of contract itself.” (Internal quotation marks omitted.) West Haven Sound Development Corp. v. West Haven, supra, 201 Conn. 319, quoting Hadley v. Baxendale, 9 Ex. 341, 354, 156 Eng. Rep. 145 (1854). This court also has stated that “in order to recover for breach of contract, a plaintiff must prove that he or she sustained damages as a direct and proximate result of the defendant’s breach.”
Our Supreme Court distinguished the causation standards applicable to tort and breach of contract actions
With that standard in mind, we turn to the measure of proof in the present case. “It is incumbent on the party asserting either direct or consequential damages to provide sufficient evidence to prove such damages.” (Emphasis added.) Sullivan v. Thorndike, 104 Conn. App. 297, 304, 934 A.2d 827 (2007), cert. denied, 285 Conn. 907, 908, 942 A.2d 415, 416 (2008). Generally, “[p]roof of damages should be established with reasonable certainty and not speculatively and problematically.” (Internal quotation marks omitted.) Leisure Resort Technology, Inc. v. Trading Cove Associates, 277 Conn. 21, 35, 889 A.2d 785 (2006); see also Doeltz v. Longshore, Inc., 126 Conn. 597, 601, 13 A.2d 505 (1940) (“evidence of such certainty as the nature of the case permits should be produced”). At the same time, the quantum of proof required is relaxed in instances involving the wrongful breach of a contract by the defendant. As the United States Supreme Court observed more than one-half century ago: “[E]ven where the defendant by his own wrong has prevented a more precise computation, the jury may not render a verdict based on speculation or guesswork. But the jury may make a just and reasonable estimate of the damage based on relevant data, and render its verdict accordingly. In such circumstances juries are allowed to act on probable and inferential, as well as direct and positive proof. . . . Any other rule would enable the wrongdoer to profit by his wrongdoing at the expense of his victim. It would bean inducement to make wrongdoing so effective and complete in every case as to preclude any recovery, by rendering the measure of damages uncertain.” (Citations omitted; internal quotation marks omitted.) Bigelow v. RKO Radio Pictures, Inc., 327 U.S. 251, 264-65, 66 S. Ct. 574, 90 L. Ed. 652
For that reason, the Restatement (Second) of Contracts provides that a court may consider the willfulness of a party’s breach in assessing damages: “Doubts are generally resolved against the party in breach. A party who has, by his breach, forced the injured party to seek compensation in damages should not be allowed to profit from his breach where it is established that a significant loss has occurred. A court may take into account all the circumstances of the breach, including 'willfulness, in deciding whether to require a lesser degree of certainty, giving greater discretion to the trier
Even under a more relaxed standard, the plaintiff must furnish some proof that the breach caused the damages of which it complains. As one court has noted, while “damages need not be ascertainable with absolute exactness or mathematical precision . . . recovery for speculative damages is precluded.” (Internal quotation marks omitted.) Indiana Michigan Power Co. v. United States, 422 F.3d 1369, 1373 (Fed. Cir. 2005); accord Leisure Resort Technology, Inc. v. Trading Cove Associates, supra, 277 Conn. 35 (award of damages may not be based on conjecture). Put simply, the trial court Umust have evidence by which it can calculate the damages, which is not merely subjective or speculative . . . .” (Emphasis added.) Bronson & Townsend Co. v. Battistoni, 167 Conn. 321, 326-27, 355 A.2d 299 (1974).
Such evidence of causation is lacking in the present case. It is true that the record contains testimonial and documentary evidence demonstrating that the department denied the Medicaid application because the defendant failed to comply with his contractual obligation to provide the required financial information to the department. The record also contains the parties’ stipulation that i/the department had granted the application for Medicaid benefits, the department would have paid the facility $47,561.18—a figure further supported in the record by invoices from the plaintiff.
The testimonial evidence submitted to the court demonstrated, on the one hand, that submitting the proper information to the department merely triggered a review of the resident’s eligibility and, on the other hand, the submission of such information was not a guarantee of approval to receive such benefits. John Leveque, an eligibility services supervisor at the department, testified that the department could not determine whether an applicant qualified for Medicaid absent a review of the applicant’s financial information, which was not furnished to the department in the present case. As the defendant notes in his appellate brief, the plaintiff did not ask Leveque “if, based upon the defendant’s testimony regarding the assets maintained by [his mother], he had an opinion regarding whether . . . [she] would have qualified for [such] benefits.” In addition, the record before us does not indicate that the plaintiff was prevented from presenting the proper financial documentation, expert testimony, or other evidence that would have otherwise established the resident’s likelihood of approval, nor has the plaintiff in this appeal directed our attention to any such evidence. As a result, the court’s implicit yet necessary finding that the plaintiff would have received the Medicaid funds had the defendant complied with his obligations under the agreement
“Causation [is] a question of fact for the [fact finder] to determine”; West Haven Sound Development Corp. v. West Haven, supra, 201 Conn. 316; and, thus, is governed by the clearly erroneous standard of review.
II
The defendant also claims that the court erred in finding in the plaintiffs favor on its promissory estoppel claim. For three distinct reasons, we agree.
First, the plaintiff has not alleged any promise by the defendant independent of that made as part of his entering into the agreement at the time of his mother’s admission to the plaintiffs facility. As a result, the defendant is entitled to rely on the agreement as the final integration of his rights and duties with respect to that promise. See Levine v. Massey, 232 Conn. 272, 279, 654 A.2d 737 (1995).
Second, it is well settled that breach of contract and promissory estoppel are inconsistent theories of recovery, as promissory estoppel is appropriate only when there is an absence of consideration to support a contract. See Glazer v. Dress Barn, Inc., 274 Conn. 33, 88-89, 873 A.2d 929 (2005); Harley v. Indian Spring Land Co., 123 Conn. App. 800, 831, 3 A.3d 992 (2010). As this court has stated previously, “[a] duty of construction is placed upon the trial court whenever a party pleads inconsistent theories of recovery. . . . Although a party may plead, in good faith, inconsistent facts and theories, a court may not award a judgment on inconsistent facts and conclusions. . . . [I]t is the responsibility of the trial court to determine which of the inapposite sets of facts the party has proved, and
Third, we note that this court in certain circumstances has held that an inconsistent judgment is harmless, and does not constitute reversible error, where there is sufficient evidence to support a judgment under either theory of recovery. See, e.g., 300 State, LLC v. Hanafin, 140 Conn. App. 327, 331-32, 59 A.3d 287 (2013) (judgment rendered after court trial in plaintiffs favor on “mutually exclusive” claims for breach of lease and quantum meruit was not reversible error “because the plaintiff produced sufficient evidence to support the judgment under either count”); Pleines v. Franklin Construction Co., 30 Conn. App. 612, 616, 621 A.2d 759 (1993) (although “proof of a contract ordinarily precludes the remedy of unjust enrichment,” judgment in favor of the plaintiff on both counts after court trial was harmless error because sufficient evidence was presented to support judgment under either theory); cf. Harley v. Indian Spring Land Co., supra, 123 Conn. App. 831, 833 n.25 (considering, inter alia, whether to treat inconsistent judgment on promissory estoppel and breach of contract counts as harmless error, citing Pleines, and ultimately invoking supervisory powers to vacate judgment on promissory estoppel count due to unique procedural circumstances present in case). Even if we were to apply such an analysis to the present case, the plaintiff cannot prevail.
Proof of detrimental reliance necessarily entails evidence of injury to a plaintiff. See, e.g., Stewart v. Cendant Mobility Services Corp., 267 Conn. 96, 113, 837 A.2d 736 (2003) (“[T]o rely, in the law of promissory estoppel, is not merely to do something in response to the inducement offered by the promise. There must be a cost to the promisee of doing it.” [Internal quotation marks omitted.]); W. v. W., 256 Conn. 657, 661, 779 A.2d
Ill
Mindful that “sound principles of judicial restraint and judicial economy counsel [an appellate court] to resolve only those issues that are necessary to the proper determination of [an] appeal”; (internal quotation marks omitted) Stuart v. Stuart, 297 Conn. 26, 48, 996 A.2d 269 (2010); accord State v. Carrasquillo, 290 Conn. 209, 217 n.10, 962 A.2d 772 (2009) (“we will not entertain an appeal when the question presented is purely academic”); we ordinarily would not engage in an interpretation of certain disputed contractual provisions. In light of our conclusion in part I of this opinion that the plaintiff cannot prevail on its breach of contract claim because the record does not disclose any evidence indicating that the defendant’s conduct caused the damages complained of,
A
The concurrence concludes that the defendant cannot be held personally hable for breaching his obligations under the agreement.
Section 1396r (c) (5) (A) of title 42 of the United States Code provides in relevant part that “[w]ith respect to admissions practices,” a nursing facility must “(ii) not require a third party guarantee of payment to the facility as a condition of admission (or expedited admission) to, or continued stay in, the facility . . . .” Similarly, General Statutes § 19a-550 (b) (26) provides in relevant part that a patient “shall not be required to give a third-party guarantee of payment to the facility as a condition of admission to, or continued stay in, the facility . . . .” As at least one court in this state previously has recognized, these provisions do not operate as an absolute ban on third party Lability in the nursing home contract context—rather, they provide only that a third party guarantor/surety relationship cannot be made a condition of admission or continued stay. See Cook Willow Health Center v. Andrien, Superior Court, judicial district of New Britain, Docket No. CV-11-6008672 (July 21, 2011) (52 Conn. L. Rptr. 329, 330) (Section 1396r [c] [5] [A] [ii] of title 42 of the United States Code and General Statutes § 19a-550 [b] [26] “make it illegal for a nursing home such as the plaintiff here to refuse to admit a potential resident unless a third party guarantee of payment is made. Neither prohibits, however, third party guarantees in a nursing home contract under all circumstances. Moreover, courts have held that 42 U.S.C. § 1396r [c] [5] [A] [ii] does not prohibit voluntary third party guarantee contracts.”). The agreement in the present case complies with the aforementioned Medicaid provisions, as § XVIII (2) expressly provides that the responsible party is not a guarantor for payment. See Sunrise Healthcare Corp. v. Azarigian, 76 Conn. App. 800, 808, 821 A.2d 835 (2003) (The contract at issue “unambiguously complies with . . . statutory
Courts across this country have held that a responsible party may voluntarily undertake contractual obligations in agreements such as the one at issue here. For example, in Podolsky v. First Healthcare Corp., 50 Cal. App. 4th 632, 646, 58 Cal. Rptr. 2d 89 (1996), the court explained that “[c]ontrary to appellant’s position, we do not believe that the solicitation of otherwise voluntary third party guarantors violates or subverts the terms of applicable federal or state law in and of itself. Neither federal nor state law prohibits nursing homes from voluntarily obtaining the signature of a willing responsible party or third party guarantor when admitting nursing home residents. Instead, the applicable statutes make it unlawful to require third party guarantees as a condition of admission or continued residence in such facilities. . . . Had Congress intended to forbid third party guarantees under any circumstances, we presume it would have said so.” (Citations omitted.) Likewise, the court in Pioneer Ridge Nursing Facility Operations, L.L.C. v. Ermey, 41 Kan. App. 2d 414, 419, 203 P.3d 4 (2009), concluded that although the trial court properly stated that the nursing facility could not require a third party guarantee as a condition of admission under federal law, its decision “fails to account for the fact that [the responsible party] could have voluntarily made himself responsible for any valid charges incurred by his mother.” (Emphasis altered.)
B
Notably, the defendant entered into the agreement as “the [Responsible [pjaxty.” That designation is something of a term of art in admission agreements, appearing routinely in such contracts. See, e.g., Aaron Manor, Inc. v. Irving, 307 Conn. 608, 57 A.3d 342 (2013); Olympus Healthcare Group, Inc. v. Muller, 88 Conn. App. 296, 870 A.2d 1091 (2005); Sunrise Healthcare Corp. v. Azarigian, supra, 76 Conn. App. 800; Athena Holdings, LLC v. Marcus, Superior Court, judicial district of Danbury, Docket No. CV-10-6003581 (April 23, 2013); Orchard Grove Specialty Care Center, LLC v. Clairwood, Superior Court, judicial district of New London, Docket No. CV-11-6008580 (April 9, 2012); Cook Willow Health Center v. Andrien, supra, 52 Conn. L. Rptr. 329; Torrington Health & Rehabilitation Center v. Cisowski, Superior Court, judicial district of Litchfield, Docket No. CV-10-5007241 (April 29, 2011); Whitney
In Sturman v. Socha, 191 Conn. 1, 11, 463 A.2d 527 (1983), our Supreme Court addressed a claim that the term “responsible party,” as used in admission agreements, was ambiguous. In that case, the plaintiff nursing facility brought an action against the defendant pursuant to a contract between the parties for an unpaid bill for services rendered to the defendant’s father. Id., 2. Although the defendant signed the admission agreement as the “responsible party”; id., 4; he argued on appeal that “he is not personally liable on the admission agreement which he signed with the nursing home. He argues that the words ‘Responsible Party,’ which appear in the admission agreement immediately below his signature, are ambiguous with regard to his personal liability on the agreement.” Id., 9. Our Supreme court disagreed, stating in relevant part: “From an examination of the admission agreement between the parties, it is clear that the words ‘responsible’ and ‘responsible party’ as they describe the defendant in the context of
We also note that, in Sunrise Healthcare Corp. v. Azarigian, supra, 76 Conn. App. 800, this court rejected a claim that a responsible party as to an admission agreement is merely an agent of the resident. Although the defendant in that case had executed the agreement “both as [the resident’s] power of attorney and as the ‘responsible party’ ”; id., 812; the court distinguished those two capacities, stating: “The defendant clearly signed the contract as the ‘responsible party.’ In so doing, the defendant assumed the obligations of the ‘responsible party’ as set forth under the contract. These obligations extend well beyond the defendant’s role” as the resident’s agent. Id., 813.
C
With that context in mind, we turn to the disputed contractual provisions addressed by the concurring
“Where the language of the contract is clear and unambiguous, the contract is to be given effect according to its terms. . . . [I]n construing contracts, we give effect to all the language included therein, as the law of contract interpretation . . . militates against interpreting a contract in a way that renders a provision superfluous. ... If a contract is unambiguous within its four comers, intent of the parties is a question of law requiring plenary review.”
The defendant first contends that the language of the agreement clearly and unambiguously limits the responsible party’s personal liability to the plaintiff, and, thus, that the court erred by awarding the plaintiff damages in a circumstance purportedly not authorized under the agreement’s terms. According to the defendant, § IV (5) of the agreement sets forth the only circumstance under which the plaintiff could seek satisfaction from the responsible party’s personal funds—where the responsible party has received a transfer of assets from the resident that results in the resident’s ineligibility for Medicaid, and the responsible party is required to use those assets, or at least an equal amount of his own assets, to pay for the resident’s care until the resident is determined eligible for Medicaid assistance.
Reading the agreement as a whole, as we must, we cannot conclude that the responsible party’s liability for a breach of the agreement is as limited as the defendant and the concurrence suggest. Section XVIII (1) provides that, in executing the agreement, the responsible party accepts a duty to “undertake faithfully all of the obligations of [the] agreement.” (Emphasis added.) Although the first sentence of § XVIII (2) does establish that the responsible party is not a surety for payment as described in three enumerated sections of the agreement, the second sentence of the section explicitly leaves open the possibility that the responsible party can be found liable “for failure to perform any of the other obligations set forth in [the] agreement,” and provides that such liability “shall be determined in accordance with the provisions of [the] agreement.”
In conflating the concepts of “guarantor” and “responsible party” liability, the concurrence reasons that a responsible party who breaches a specific contractual obligation that it voluntarily agreed to perform and which allegedly resulted in the nonpayment of tens of thousands of dollars in nursing care costs nevertheless is immune from liability. We disagree. The trial court found that the defendant breached his contractual obligations to comply with all requests from the department, and to act promptly and expeditiously to establish and maintain his mother’s eligibility for Medicaid assistance. The defendant does not challenge that finding in this appeal. In our view, finding the defendant liable for breach of contract for failing to perform obligations he voluntarily undertook as a signatory to the agreement is not the same as making him a guarantor for his mother’s care under all circumstances. By way of example, we agree that the defendant could not be held personally responsible for paying for his mother’s care if he had furnished all of the necessary documentation, but the department nevertheless denied Medicaid benefits, because in that case, the defendant would have satisfied his obligations under the agreement, and there would have been no breach. Moreover, § XVIII (2) of the agreement expressly leaves open the possibility that the responsible party can be held hable for failure to perform any obligations other than the payment obligations set forth in §§ II, III, and XTV. To allow the defendant to evade liability for his voluntary contractual obligation under a provision that does not specify a remedy effectively rewrites the parties’ agreement and removes all references to the responsible party’s
Accordingly, we disagree with the concurrence that the court improperly concluded that the defendant could be held personally liable for breaching specific contractual obligations that he voluntarily elected to undertake.
The judgment is reversed and the case is remanded with direction to render judgment in favor of the defendant.
In this opinion BEAR, J., concurred.
See National Market Share, Inc. v. Sterling National Bank, 392 F.3d 520, 525 (2d Cir. (2004) (“[cjausation is an essential element of damages in a breach of contract action”); accord 3 Restatement (Second), Contracts § 346 (1981) (to prevail in breach of contract action, party must prove, in addition to amount of loss sustained, that defendant’s breach of contract “caused” loss).
In addition, § XVHI of the agreement, titled “Obligations of the Parties,” states: “(1) The execution of this agreement will constitute an acceptance [on] the part of the [facility, the [Resident and the [Responsible [p]arty to undertake faithfully all of the obligations of this agreement. (2) The [Responsible [p]arty does not personally guarantee or serve as surety for payment as described in paragraphs II, HI, and XIV. Responsible [p]arty liability for failure to perform any of the other obligations set forth in this agreement shall be determined in accordance with the provisions of this agreement.”
The Probate Court for the district of Granby appointed the defendant as conservator of his mother’s estate on May 22, 2007. On September 24, 2008, the court-appointed attorney for the defendant’s mother moved before the Probate Court for the defendant’s removal as conservator, asserting that the defendant had (1) failed to file an inventory with the Probate Court in the time allowed by law; (2) failed to continue to pay the premium for the court-ordered surety bond; (3) failed to respond to inquiries from the court and other parties in interest, and failed to attend a status conference requested by the court; and (4) failed to “successfully perform his duties” as conservator. On September 30,2009, the Probate Court issued a memorandum regarding a status conference held on September 15, 2009, regarding the $99,820.78 balance owed to the plaintiff for the care of the defendant’s mother and the allegation that Medicaid assistance “has been or will be denied due to lack of cooperation by the [defendant].” In the memorandum, the court decreed, inter alia, that the defendant’s $10,000 surety bond was to be paid to the plaintiff.
The defendant contends on appeal, as he did before the trial court, that the plaintiffs failure to name him in his capacity as conservator as a party to the action precluded the court from allowing the plaintiff to recover against him for actions/omissions committed as conservator. We agree with the trial court that the defendant’s appointment as conservator did not relieve him of personal liability as the “responsible party” under the terms of the agreement, and, accordingly, we reject this argument.
Although the parties stipulated that the department would have paid the facility $47,561.18 if it had granted Medicaid benefits to the defendant’s mother, both the oral decision and written judgment of the court awarded the plaintiff $47,561.15. Neither party has taken issue with this $.03 discrepancy in the judgment.
To be clear, it is undisputed that the defendant breached the agreement. The court specifically found that the defendant failed to comply with his contractual obligations, and the defendant does not contest that finding in this appeal.
This claim properly was preserved at trial. In moving for summary judgment at the close of the plaintiffs case-in-chief, the defendant claimed, inter alia, that “the plaintiff hasn’t proved causation in this matter. . . . There has been absolutely no evidence, not one scintilla of evidence that if [the defendant] had provided this [financial] information to the [department] that Maude Buchman would have qualified for Medicaid, and that is the key issue before the court. If [the court] decides that [the defendant] is somehow, as the responsible party, liable, would she have qualified for Medicaid, we haven’t heard from anybody. The witness from the [department], himself, has said ... to determine whether she qualified for Medicaid, whether she would have received it, they would have needed the information, financial information. Counsel has asked . . . many questions of [the defendant], whether he provided documentation pursuant to subpoenas, whether he was questioned at deposition; counsel had access to this information and
We note that some jurisdictions have recognized a “but-for” causation requirement with respect to breach of contract actions. See Barkan v. Dunkin’ Donuts, Inc., 627 F.3d 34, 40 (1st Cir. 2010) (holding that to succeed on breach of contract claim under Rhode Island law, plaintiff must prove defendant’s breach was but-for cause of damages); Citizens Federal Bank v. United States, 474 F.3d 1314, 1319 (Fed. Cir. 2007) (requiring injured party to prove but-for causation in lost profits breach of contract cases is one approach taken by courts in Federal Circuit); Point Productions A.G. v. Sony Music Entertainment, Inc., 216 F. Supp. 2d 336, 341 (S.D.N.Y. 2002) (in breach of contract action, “[pjlaintiff cannot recover if it would have suffered the harm regardless of defendant’s actions”).
The written stipulation entered into by the parties and admitted into evidence on October 13, 2011, states: “The parties agree and stipulate as follows: (1) Maude Buchman was admitted to [the plaintiffs facility] on November 15, 2006, with a diagnosis of dementia. [The defendant] signed the Admission Agreement as Responsible Party. Maude Buchman remained a resident of [the plaintiffs facility] until her death on May 11, 2009. Had the [department] granted Medicaid benefits to Maude Buchman, [the plaintiffs facility] would have been paid $47,561.18 from the [department]. (2) The Admission Agreement can be admitted into evidence as a full exhibit.”
In its oral decision, the court found both that the defendant’s breach of contract caused the plaintiff to lose “its ability to receive $47,561.18 in Medicaid assistance” and that “[b]y failing to make the deadlines set by the [department], the defendant caused the plaintiff to lose the Medicaid money.”
US Ecology, Inc. v. State, 129 Cal. App. 4th 887, 28 Cal. Rptr. 3d 894 (2005), discussed the causation requirement in the context of damages for promissory estoppel. The court in that case noted that the Restatement (Second) of Contracts “considers a promissory estoppel claim as equivalent to one for breach of contract: ‘A promise binding under this section is a contract, and full-scale enforcement by normal remedies is often appropriate.’ ” (Emphasis omitted.) Id., 903, citing 1 Restatement (Second), Contracts § 90, comment (d) (1981). The court then observed that “except for its equitable nature and the lack of a necessity for consideration, promissory estoppel claims are akin to contract actions, including the recovery of damages and the proof necessary to recover them.” US Ecology, Inc. v. State, supra, 903; Sheets v. Teddy’s Frosted Foods, Inc., 179 Conn. 471, 475, 427 A.2d 385 (1980) (promissory estoppel originated as “[t]he development of liability in contract for action induced by reliance upon a promise, despite the absence of common-law consideration normally required to bind a promi-sor” [emphasis added]). As a result, the court concluded that “because promissory estoppel claims are aimed solely at allowing recovery in equity where a contractual claim fails for a lack of consideration, and in all other respects the claim is akin to one for breach of contract, it is logical and proper to require that any claimed damages be caused by a defendant’s breach of the agreement. Because promissory estoppel is viewed as an ‘informal contract,’ causation must be required as an element that a plaintiff must prove, just as in ordinary contract actions.” US Ecology, Inc. v. State, supra, 904; accord Rhode Island Hospital Trust National Bank v. Varadian, 419 Mass. 841, 850, 647 N.E.2d 1174 (1995) (promissory estoppel action “is equivalent to a contract action, and the party bringing such an action must prove all the necessary elements of a contract other than consideration”). The court further emphasized that “[a] party allowed in equity to pursue a claim for promissory estoppel because it has no enforceable contract should not be placed in a position better than one with an enforceable contract.” US Ecology, Inc. v. State, supra, 905. We agree with that reasoning.
At no point has the concurrence ever expressed any disagreement with that legal conclusion.
To be clear, the discussion contained in part HI of this opinion is dictum. “Dictum is generally defined as [a]n expression in an opinion which is not necessary to support the decision reached by the court. ... A statement in an opinion with respect to a matter which is not an issue necessary for decision. . . . Our Supreme Court has instructed that dicta have no prece-dential value.” (Citation omitted; internal quotation marks omitted.) Fountain Pointe, LLC v. Calpitano, 144 Conn. App. 624, 653-54, 76 A.3d 636, cert. denied, 310 Conn. 928, 78 A.3d 147 (2013). The court having concluded that the plaintiff cannot prevail in this action because evidence of the requisite causal link for an award of damages is lacking—a conclusion with which the concurrence does not quarrel'—interpretation of the disputed contractual provisions in this case is not necessary to support the decision reached by the court.
It is undisputed that the defendant breached the agreement with the plaintiff. The plaintiffs complaint contained such allegations and the court, as finder of fact, specifically found that the defendant failed to comply with his contractual obligations. The defendant does not contest that finding in this appeal.
Neither party has asserted that the agreement is ambiguous.
We are not persuaded by the defendant’s contention that § IV (5) of the agreement sets forth the only delineated remedy contemplating the responsible party’s personal liability. Indeed, that section provides only that, “[¿If the [Responsible [p]arty has received a transfer of assets” from the resident that renders the resident ineligible for Medicaid assistance, the responsible party agrees to use the transferred assets, or an equal amount
As we read it, the concurring opinion suggests that the scope of the defendant’s liability, and hence any ensuing remedies, must be expressly provided for in the agreement. See concurring opinion and footnote 15 of concurring opinion (“the responsible party was liable only for using the resident’s funds for purposes other than payment to the facility”; “[t]he agreement obligated the responsible party to pay the plaintiff only to the extent that it had access and control of the resident’s resources” [emphasis omitted]). Significantly, however, § XVIII (2) does not say that responsible party liability shall be determined as “set forth" in the other provisions of the agreement; it simply says that it shall be determined “in accordance with” the other provisions of the agreement. (Emphasis added.) In our view, that diction plainly leaves open the possibility that liability for a breach must be determined by looking at the language of the provision breached and then applying well established principles of contract law and expectation damages to place the plaintiff in the position that it would have been in had the responsible party performed as promised. Although § XVIII (2) does not specify its own remedies, contract law imposes no such requirement. See, e.g., International Marine Holdings, Inc. v. Stauff, 44 Conn. App. 664, 676, 691 A.2d 1117 (1997) (The court noted that parties to a contract “may agree on the remedies available in the event of a breach .... If the language of the agreement discloses that the parties intended to limit the remedies to those stated, the agreement will be enforced and the party will be limited to the exclusive remedies outlined in the agreement. ... A contract will not be construed to limit remedial rights unless there is a clear intention that the enumerated remedies are exclusive,” and the court concluded that there was no intention to limit the available remedies where the plaintiffs proposed reading of the agreement required a “bizarre result . . . .” [Citation omitted; internal quotation marks omitted.]). In the present case, it would be a bizarre result indeed if § XVIII (2) provides for the imposition of remedies “in accordance with” the other provisions of the agreement, yet none of those other provisions provide a remedy.
Sunrise Healthcare Corp. v. Azarigian, supra, 76 Conn. App. 800, on which the concurrence relies, is instructive in this regard. That case concerned a contract with provisions nearly identical to those in the agreement at issue here. On appeal, this court found that the language of the agreement did not violate the Medicaid statutes. Further, we held that the responsible party was properly found liable for transferring the resident’s assets—over which she had control—instead of using them to pay the facility, which was specifically prohibited under the agreement. Id., 808. Notably, it does not appear
To be clear, § XVIII (2) provides simply that liability for failure to perform any of the obligations in the agreement other than those set forth in §§ II, III, and XIV “shall be determined in accordance with the provisions of this agreement.” We do not read this language as requiring that a specific remedy be set forth in the agreement; rather, the responsible party’s liability can be determined “in accordance with” the agreement by examining the provision breached and determining the remedy that would put the facility in the position it would have been in had the responsible party performed as promised. See, e.g., Torosyan v. Boehringer Ingelheim Pharmaceuticals, Inc., supra, 234 Conn. 32 (purpose of contract damages to place injured party in position he would have been in had contract been performed). Indeed, reading § XVIII (2) in the manner proposed by the concurrence
We note that Aaron Manor, Inc. v. Irving, 126 Conn. App. 646, 654-55, 12 A.3d 584 (2011), rev’d in part, 307 Conn. 608, 57 A.3d 342 (2013), patently is distinguishable from the present case. Aaron Manor, Inc., concerned the alleged breach of a provision in the admission agreement providing: “[i]f the responsible party has control of or access to the patient/resident’s income and/or assets, the responsible party agrees that these funds shall be used for the patient/resident’s welfare, including but not limited to making prompt payment for care and services rendered to the patient/resident in accordance with the terms of this agreement.” (Emphasis omitted; internal quotation marks omitted.) Id., 654. The court ultimately concluded that the responsible party was not liable for a breach of that specific provision because she did not have the requisite control over, or access to, the funds as contemplated by the agreement. Id., 654-55. Sunrise Healthcare Corp. v. Azarigian, supra, 76 Conn. App. 800, likewise concerned the same provision of the relevant admission agreement; this court held that the responsible party properly was held liable where she did have control over the resident’s assets. Id., 808-10. By contrast, in the present case, the breach at issue stems from the entirely separate provisions in the admission agreement regarding the responsible party’s duty to provide all requested information to the department and timely establish his mother’s eligibility for Medicaid. The responsible party’s access to or control over the resident’s funds is irrelevant to his liability for breach of these contractual duties.
Although this specific issue has not been reached previously by this court, we note that the defendant’s principal contention, championed by the concurring opinion, has been flatly and repeatedly rejected in our Superior Court. In Cook Willow Health Center v. Andrien, supra, 54 Conn. L.
“Section IV.2. of the agreement states: ‘The responsible party does not personally guarantee or serve as surety for payment for the care provided to the resident by the facility. The responsible party acknowledges and agrees that he or she wants the resident to be admitted to and to receive the care and services provided by the facility; that he or she is making certain promises in this agreement; and that the facility is admitting the resident and providing care and services in reliance upon these promises. The responsible party is personally liable for any damage incurred by the facility due to the responsible party’s failure to fulfill these promises.’ This provision of the agreement clearly indicates that the defendant as the responsible party is not guaranteeing the payment. Her failure to meet her obligations would only indicate that she breached the agreement, resulting in damages to the plaintiff because of nonpayment for her mother’s care that would have been available through Medicaid had the defendant acted properly. . . .
“The defendant relies on Sunrise Healthcare Corp. v. Azarigian, [supra, 76 Conn. App. 800], for the proposition that the use of the term ‘personally liable’ in a nursing home admission contract per se violates the federal and state statutes. In that case, the Appellate Court held that the contract before it did not violate 42 U.S.C. § 1396r because (1) it had a provision expressly prohibiting personal liability of the responsible party for the payments made from the resident’s account; and (2) it merely obligated the responsible party to use the assets of the resident to make the payments. Id., 808. A contract unambiguously complies with the statutory requirements in the Medicaid Act, 42 U.S.C. § 1396r (c), when, ‘[f]irst, it expressly prohibits personal liability on the part of the defendant for payments made to the plaintiff from [the resident’s] account,’ and second, ‘the contract obligates the defendant to use . . . [the resident’s] assets for the payment of services.’ Id. The Appellate Court did not hold that the voluntary making of a third party guarantee was illegal. The agreement does not contain a personal guarantee. The agreement does set forth a scenario in which the responsible party would be liable for any costs of care and services for the resident incurred should the resident make a transfer rendering him/her ineligible for Medicaid payment or assistance.” (Footnote omitted.) Cook Willow Health Center v. Andrien, supra, 54 Conn. L. Rptr. 730-31. Accordingly, the court concluded that “[i]n this case, the defendant assumed the responsibility of
Even more directly on point is Glastonbury Healthcare Center, Inc. v. Esposito, supra, 45 Conn. L. Rptr. 671. In Glastonbury Healthcare Center, Inc., the plaintiff nursing care facility brought an action against the defendant to recover expenses incurred for the care of his mother after the department denied his mother’s Medicaid application “ ‘due to the lack of sufficient information’ ” regarding his mother’s assets. Id., 673. As in the present case, the admission agreement at issue in Glastonbury Healthcare Center, Inc., “[required] the responsible party to provide all information that may be requested by [the department] in connection with an application for Medicaid and to promptly and expeditiously establish and maintain eligibility for [Medicaid assistance] . . . .” Id., 672. Though the defendant in Glastonbury Healthcare Center, Inc., signed the agreement only as his mother’s representative, and not as the responsible party, the court nevertheless found that the defendant had entered into an oral contract with the facility to undertake the obligations of the responsible party because the facility informed him that he was the responsible party at the time he signed the agreement and informed him of his duties as the responsible party—including to establish his mother’s eligibility for Medicaid and provide all information requested by the department—and the defendant did not object. Id., 672-73. The court then found that the defendant violated this contract by failing to provide the department with the requested information regarding his mother’s assets and failing to act promptly to establish and maintain her Medicaid eligibility. Id., 674. The court stated explicitly that the defendant’s “liability- ... in breach of contract is not based upon the promise to answer for the debt of [his mother], but rather for his failure to meet his entirely separate responsibility as a responsible party,” and awarded the plaintiff damages resulting from the defendant’s breach. (Emphasis added.) Id. We find the reasoning of Andrien and Glastonbury Healthcare Center, Inc., to be highly persuasive and instructive.
To the extent that the defendant argues that he should not be liable for his failure to perform his obligations under § IV of the agreement because the plaintiff could have, or should have, filed a Medicaid application on behalf of his mother, we are not persuaded by that assertion. Under the plain terms of the agreement, it was the defendant as the responsible party—
Concurring Opinion
concurring. I concur with the result reached in the majority opinion. I write separately, however, because I believe the result should be reached instead by addressing the claim by the defendant, Robert Buchman, that the trial court improperly determined that he was personally liable for the financial obligations of his mother, Maude Buchman, as a result of his having breached § IV of the admission agreement he entered into with the plaintiff nursing care facility, Meadowbrook Center, Inc.
The record reveals the following relevant facts and procedural history, which are set forth more fully in the majority opinion. In order to secure admission for his mother to the plaintiffs nursing facility, the defendant entered into the admission agreement with the plaintiff in November, 2006. The agreement, drafted by the plaintiff, described the defendant as the “responsible party.”
On appeal, it is undisputed that the defendant executed the agreement in the sole capacity as the “responsible party,” as specified in the plaintiffs agreement,
The standard of review for inteipretation of a contract is weh settled. “[I]n the absence of a claim of ambiguity, the interpretation of [a] contract presents a question of law.” (Internal quotation marks omitted.) Reid v. Landsberger, 123 Conn. App. 260, 285, 1 A.3d 1149 (Bishop, J., concurring in part and dissenting in part), cert. denied, 298 Conn. 933, 10 A.3d 517 (2010). On appeal, the parties do not assert that the agreement is ambiguous.
In the present case, the parties’ dispute centers on the potential liability of the “responsible party” under the agreement. The defendant, by virtue of executing the agreement as the “responsible party,” agreed to perform certain obligations related to facilitating the resident’s Medicaid eligibility.
What both parties fail to acknowledge, however, is that § XVIII (2) must be construed in light of the law from which it is unmistakably derived. “[P]arties contract with reference to existing law, except when the contract discloses a contrary intention .... [A] statute existing at the time [a contract] is executed becomes a part of it and must be read into it just as if an express provision to that effect were inserted therein.”
The question in the present case, by contrast, is whether the “responsible party” can be held personally hable for the resident’s financial obhgations as a result of failing to perform “other obhgations” that do not involve the appropriation of the resident’s funds but, rather, involve merely helping to secure Medicaid benefits for the resident. Specifically, the “other obhgations” that the defendant failed to perform are found in § IV of the agreement, entitled “Resident’s Assets: Medicaid Assistance.” It appears that the defendant’s failure to provide the department with the information it requested in connection with the resident’s Medicaid apphcation constituted a breach of § IV (2) and (4), or both.
In sum, the plaintiff was not without a remedy for the defendant’s breach but, instead, is simply without the remedy it wants to have and now seeks.
This claim, which was properly raised by the defendant on appeal, was argued by both parties in their briefs and during oral argument before this court.
See Tallmadge Bros., Inc. v. Iroquois Gas Transmission System, L.P., 252 Conn. 479, 494 n.12, 746 A.2d 1277 (2000) (“[bjecause we conclude that the defendant improperly was held liable for breach of contract, we do not address the parties’ respective claims as to the proper measure of damages”).
Carole Burnham, the plaintiffs director of finance, testified that the defendant did not have any role in drafting the admission agreement.
This sum represented the private pay rate and was later reduced by stipulation of the parties to $47,561.18. The stipulated sum represents the Medicaid rate. See footnote 8 of the majority opinion.
The court stated that “with or without the conservator’s designation, [the defendant] was personally liable as the responsible party who signed the contract.”
The majority references Sturman v. Socha, 191 Conn. 1, 463 A.2d 527 (1983). Sturman, an opinion from our Supreme Court, addressed a claim that the term “responsible party” was ambiguous. Sturman, however, was decided nearly five years prior to the legislative reforms of the Medicaid program in 1988. See Omnibus Budget Reconciliation Act of 1987, Pub. L. No. 100-203, 101 Stat. 1330. Moreover, the admission agreement at issue in Sturman was executed on August 26, 1974, nearly fourteen years prior to these reforms. Sturman v. Socha, supra, 2-3. In light of the impact this legislation had on the meaning of the term “responsible party,” as it is used
With the exception of § V, which is a conditional promise, the responsible party’s obligations in the agreement are wholly contained in § IV. Section IV outlines various duties of the responsible party within the context of the Medicaid application process.
Sections II, HI, and XIV cover payment, security deposits, and total per diem rate, respectively. The foregoing provisions are the exclusive obligations of the resident under the agreement.
Although the parties did not refer to the relevant Medicaid law before this court, it is axiomatic that we determine “the intention of the parties . . . from the language of the [contract] in . . . light of the circumstances
The majority devotes significant analysis to the notion that the agreement complies with the relevant federal statutes and that the provisions therein do not “operate as an absolute ban on third party liability in the nursing home contract context. . . .” See part IE A of the majority opinion. There is no dispute that the agreement complies with federal law and that third party liability is not at issue in the present case. What does not follow from the majority’s analysis is the conclusion that “holding a responsible party personally liable [for failing to comply with contractual obligations in the agreement] does not run afoul of federal law.” See part III A of the majority opinion. The issue is whether the responsible party can be held personally liable for the resident’s financial obligations as a result of breaching the agreement.
The majority states that this opinion “suggests that the scope of the defendant’s liability, and hence any ensuing remedies, must be expressly provided for in the agreement.” See footnote 15 of the majority opinion. Nowhere does this opinion make such a suggestion. Section XVHÍ (2) functions to limit the responsible party’s liability under the agreement. Specifically, it provides that the responsible party is not personally liable for the resident’s financial obligations. The agreement does not limit the plaintiffs remedies.
“The legislative history [of 42 U.S.C. § 1396r] reveals that Congress was concerned with prohibiting [nursing facilities] from requiring a person, such as a relative, to accept responsibility for the charges incurred by a resident, unless that person is authorized by law to disburse the income or assets of the resident In such allowable cases, the person providing the guarantee assumes no personal liability. He or she only promises to make payment out of the resident’s financial holdings. . . . [Section 1396r (c) (5) (B) (i) and (ii)] . . . prohibits] the facility from requiring a person other than the resident to assume personal responsibility for any cost of the resident’s care.” (Emphasis added.) 56 Fed. Reg. 48,841 (September 26,1991) Medicare and Medicaid; Requirements for Long Term Care Facilities (amending 42 C.F.R. § 483.12).
Section V of the agreement, entitled “Responsible Party Control of or Access to Resident’s Funds,” provides that “i[f] the Responsible Party has control of or access to the Resident’s income and/or assets, the Responsible Party agrees that these funds shall be used for the Resident’s welfare, including but not limited to making prompt payment for care and services rendered to the Resident in accordance with the terms of this agreement." (Emphasis added.)
The trial court did not specify which provision of § IV the defendant breached. The record reveals that the plaintiff, in its complaint, alleged that the defendant breached the agreement by failing “to provide [the department] with the information they sought within the timeframes they sought it in order to review [the resident’s] Medicaid application . ...” In addition, it reveals that the court, in its oral decision, determined that the defendant submitted an application for Medicaid, but did not provide information as requested by the department. The plaintiff, in its brief submitted to this court, indicates that the defendant breached both § IV (2) and (4).
The agreement obligated the responsible party to pay the plaintiff only to the extent that it had access to and control of the resident’s resources and, accordingly, the responsible party is personally liable only to the extent that it had access to and control of such resources and used them in violation of the agreement. See Sunrise Healthcare Corp. v. Azarigian, supra, 76 Conn. App. 808 (“[t]he defendant is liable only for [her] handling of [the resident’s] assets and only to the extent that [the resident’s] assets would cover outstanding payments owed to the plaintiff” [emphasis added]). There is no evidence in the record establishing that the defendant used the resident’s resources for purposes other than payment to the facility. To the contrary, the record indicates that the resident no longer had “income or resources available to pay for care in the facility . . . .” 42 U.S.C. § 1396r (c) (6) (B) (ii).
The majority disagrees with this conclusion, stating that it cannot agree with the notion “that a responsible party who breaches a specific contractual obligation that it voluntarily agreed to perform and which allegedly resulted in the nonpayment of tens of thousands of dollars in nursing care costs nevertheless is immune from liability.” (Emphasis altered.) See part in C of the majority opinion. The majority, however, expressly determined that the defendant’s breach did not result in the “nonpayment” of any sum. See id.
In addition, the payment of nursing care costs was the exclusive obligation of the resident under § n of the agreement. Although the defendant’s breach resulted in the denial of the resident’s Medicaid application, Medicaid benefits were to be paid to the plaintiff pursuant to the resident’s payment obligations under § II. Section XVIII (2) states: “The Responsible Party does not personally guarantee or serve as surety for payment as described in [§§] II, HI, and XIV.” The agreement contains no requirement that any resources other than the resident’s be used to satisfy the payment obligations to the plaintiff if the resident’s Medicaid application is denied. Specifically, § H provides that “[t]he resident . . . agrees to pay the . . . [nursing care costs] . . . except to the extent that payment is made directly to the [plaintiff] by a third party such as . . . Medicaid . . . .” (Emphasis added.) Thus, even if the breach caused the plaintiff to “lose the Medicaid money,” the defendant is not personally liable for the amount Medicaid would have paid. Rather, the resident is liable for the amount she did not pay.
To be sure, the implementing regulation of 42 U.S.C. § 1496r (c) (5) provides that “[t]he facility must not require a third party guarantee of payment to the facilify as a condition of admission or expedited admission, or continued stay in the facility. However, the facility may require an individual who has legal access to a resident’s income or resources available to pay for facility care to sign a contract, without incurring personal financial liability, to provide facility payment from the resident’s income or resources.” (Emphasis added.) 42 C.F.R. § 483.12 (d) (2). The language of the statutes and regulation plainly provides that the plaintiff could not have legally required the defendant to use his personal assets to satisfy the resident’s payment obligations.
The plaintiff argues that any interpretation “absolv[ing]” the defendant of liability for failing to perform his duties renders §§ IV (1) and (2) superfluous. This argument is without merit. According to § XII of the agreement, unless the resident was eligible for Medicaid, the plaintiff could have transferred or discharged the resident once her account was more than fifteen days in arrears. Thus, the plaintiff could have discharged the resident once her account was in arrears upon learning that her Medicaid application had been denied and that the resident’s assets and/or funds had been depleted.
Appellate courts in other jurisdictions similarly have concluded that responsible party liability is limited to the misappropriation of the resident’s resources, as in Sunrise Healthcare Corp., or a voluntary promise to guarantee payment, as suggested by the majority. See Troy Nursing & Rehabilitation Center, LLC v. Naylor, 94 App. Div. 3d 1353, 1356, 944 N.Y.S.2d 323 (responsible party liable only to extent resident’s resources misappropriated), leave to appeal dismissed, 19 N.Y.3d 1045, 978 N.E.2d 599, 954 N.Y.S.2d 6 (2012); compare Minn. Stat. Ann. § 144.6501 (4) (d) (West 2011) (“[a] responsible party shall be personally liable only to the extent the resident’s income or assets were misapplied”) with Northfield Care Center, Inc. v. Anderson, 707 N.W.2d 731, 735 (Minn. App. 2006) (“if a person chooses to be a ‘responsible party’ and personally guarantee payment for a resident’s costs, he may do so”); see also Walton v. Mariner Health of Maryland, Inc., 391 Md. 643, 667, 894 A.2d 584 (2006) (“[A responsible party’s liability] is limited to the administration and management of the resident’s funds. [A responsible party] is not personally liable for the resident’s musing home care costs, unless the [responsible party], voluntarily and knowingly agrees to pay for the resident’s care with the [responsible party’s] own funds.”).
Reference
- Full Case Name
- Meadowbrook Center, Inc. v. Robert Buchman
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- 28 cases
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- Published