assuming “without deciding that the parties executed a valid contract, * * * there [was] no genuine issue of material fact that [the resident’s representative] did not breach the contract in the manner described by [the nursing facility]”
How later courts described this case
- assuming “without deciding that the parties executed a valid contract, * * * there [was] no genuine issue of material fact that [the resident’s representative] did not breach the contract in the manner described by [the nursing facility]”
Written by the judges who cited it.
The opinion
[Cite as HCF of Findlay, Inc. v. Bishop, 2019-Ohio-319.]
IN THE COURT OF APPEALS OF OHIO
THIRD APPELLATE DISTRICT
HANCOCK COUNTY
HCF OF FINDLAY, INC., DBA
FOX RUN MANOR,
PLAINTIFF-APPELLANT, CASE NO. 5-18-20
v.
NANCY J. BISHOP, ET AL., OPINION
DEFENDANTS-APPELLEES.
Appeal from Findlay Municipal Court
Trial Court No. 17-CVF-2083
Judgment Affirmed
Date of Decision: February 4, 2019
APPEARANCES:
R.C. Wiesenmayer for Appellant
Robert E. Feighner, Jr. for Appellees
Case No. 5-18-20
ZIMMERMAN, P.J.
{¶1} Plaintiff-appellant, HCF of Findlay, Inc., d.b.a. Fox Run Manor (“Fox
Run Manor”), appeals the August 27, 2018 judgment of the Findlay Municipal
Court granting summary judgment in favor of defendant-appellee, Nancy J. Bishop
(“Bishop”), in her individual capacity, and dismissing Fox Run Manor’s complaint
against defendants-appellees, Bishop and Nancy J. Bishop, Executor of the Estate
of Anna P. Weber (“Weber”) (collectively “defendants”). For the reasons that
follow, we affirm.
{¶2} On October 2, 2017, Fox Run Manor filed a breach-of-contract and
quantum-meruit complaint seeking damages from Bishop for services provided to
Weber—that were not otherwise paid for—for Weber’s nursing-home care from
October 1, 2016 through the date of Weber’s death, December 23, 2016. (Doc. No.
1). Fox Run Manor also alleged a claim against Weber’s estate. (Id.). Defendants
filed their answer on October 30, 2017.1 (Doc. No. 6).
{¶3} On March 16, 2018, Bishop filed a motion for summary judgment.
(Doc. No. 17). Fox Run Manor filed its memorandum in opposition to Bishop’s
motion for summary judgment on April 2, 2018. (Doc. No. 18). On August 27,
1
Defendants filed a motion for leave to file an amended answer on March 8, 2018, which the trial court
granted on August 27, 2018. (Doc. Nos. 16, 20). The defendants’ amended answer was filed that same day.
(Doc. No. 21).
-2-
Case No. 5-18-20
2018, the trial court granted summary judgment in favor of Bishop and dismissed
the complaint.2 (Doc. No. 22).
{¶4} Fox Run Manor filed its notice of appeal on September 24, 2018 and
raises one assignment of error for our review. 3 (Doc. No. 23).
Assignment of Error
The Trial Court erred by finding that there was no Breach of
Contract by Nancy J. Bishop when the Journal notes of April
Holland clearly state that the Medicaid denial was due to the
failure to establish a Qualified Income Trust (QIT) prior to
November 28, 2016.
{¶5} In its sole assignment of error, Fox Run Manor argues that the trial court
erred by granting summary judgment in favor of Bishop after concluding that there
was no genuine issue of material fact that Bishop did not breach the Care
Community Residency Agreement (the “contract”) she executed in favor of Fox
Run Manor on behalf of Weber.4 Specifically, Fox Run Manor argues that Bishop
failed “to cooperate with the Medicaid application process as required by the
unambiguous definitions contained in [the contract]” because “Bishop never applied
to have a Qualified Income Trust [(“QIT”)] established until after the Medicaid
denial was issued.” (Underline sic.) (Appellant’s Brief at 10).
2
The trial court dismissed Fox Run Manor’s claim against Weber’s estate as not “properly presented as part
of this lawsuit.” (Doc. No. 22).
3
Fox Run Manor’s statement of its assignments of error presented for review differs from its argument
containing its contentions with respect to each of those assignments of error. Rather, Fox Run Manor
seemingly incorporates its four assignments of error included in its statement of the assignments of error into
one argument or assignment of error. See App.R. 16(A)(3), (7). Accordingly, we will address Fox Run
Manor’s argument under its singular assignment of error.
4
Fox Run Manor does not challenge the trial court’s decision on its quantum-meruit claim.
-3-
Case No. 5-18-20
Standard of Review
{¶6} We review a decision to grant summary judgment de novo. Doe v.
Shaffer, 90 Ohio St.3d 388, 390 (2000). “De novo review is independent and
without deference to the trial court’s determination.” ISHA, Inc. v. Risser, 3d Dist.
Allen No. 1-12-47, 2013-Ohio-2149, ¶ 25, citing Costner Consulting Co. v. U.S.
Bancorp, 195 Ohio App.3d 477, 2011-Ohio-3822, ¶ 10 (10th Dist.). Summary
judgment is proper where there is no genuine issue of material fact, the moving party
is entitled to judgment as a matter of law, and reasonable minds can reach but one
conclusion when viewing the evidence in favor of the non-moving party, and the
conclusion is adverse to the non-moving party. Civ.R. 56(C); State ex rel. Cassels
v. Dayton City School Dist. Bd. of Edn., 69 Ohio St.3d 217, 219 (1994).
{¶7} “The party moving for summary judgment has the initial burden of
producing some evidence which demonstrates the lack of a genuine issue of material
fact.” Carnes v. Siferd, 3d Dist. Allen No. 1-10-88, 2011-Ohio-4467, ¶ 13, citing
Dresher v. Burt, 75 Ohio St.3d 280, 292 (1996). “In doing so, the moving party is
not required to produce any affirmative evidence, but must identify those portions
of the record which affirmatively support his argument.” Id., citing Dresher at 292.
“The nonmoving party must then rebut with specific facts showing the existence of
a genuine triable issue; he may not rest on the mere allegations or denials of his
pleadings.” Id., citing Dresher at 292 and Civ.R. 56(E).
-4-
Case No. 5-18-20
Analysis
{¶8} “A cause of action for breach of contract requires the claimant to
establish the existence of a contract, the failure without legal excuse of the other
party to perform when performance is due, and damages or loss resulting from the
breach.” Lucarell v. Nationwide Mut. Ins. Co., 152 Ohio St.3d 453, 2018-Ohio-15,
¶ 41. Even if we assume without deciding that the parties executed a valid contract,
we conclude that there is no genuine issue of material fact that Bishop did not breach
the contract in the manner described by Fox Run Manor.
{¶9} In order to determine whether there was a breach of the contract, we
must interpret the terms of the contract. When confronted with an issue of contract
interpretation, our role is to give effect to the intent of the parties. Reinhart v.
Fostoria Plumbing, Heating & Elec. Supply, Inc., 3d Dist. Seneca No. 13-10-08,
2010-Ohio-4825, ¶ 16, citing Foster Wheeler Enviresponse, Inc. v. Franklin Cty.
Convention Facilities Auth., 78 Ohio St.3d 353, 361 (1997). “Courts presume that
the intent of the parties to a contract resides in the language they chose to employ
in the contract.” Judson v. Lyendecker, 10th Dist. Franklin No. 12AP-615, 2013-
Ohio-1060, ¶ 12, citing Kelly v. Med. Life Ins. Co., 31 Ohio St.3d 130 (1987),
paragraph one of the syllabus. “Ordinary words in a written contract must be ‘given
their ordinary meaning unless manifest absurdity results, or unless some other
meaning is clearly evidenced from the face or overall contents of the instrument.’”
Nippon Life Ins. Co. of Am. v. One Source Mgt., Ltd., 6th Dist. Lucas No. L-10-
-5-
Case No. 5-18-20
1247, 2011-Ohio-2175, ¶ 22, quoting Alexander v. Buckeye Pipe Line Co., 53 Ohio
St.2d 241 (1978), paragraph two of the syllabus.
{¶10} “‘If a contract is clear and unambiguous, then its interpretation is a
matter of law and there is no issue of fact to be determined.’” Barhorst, Inc. v.
Hanson Pipe & Prods. Ohio, Inc., 169 Ohio App.3d 778, 2006-Ohio-6858, ¶ 10 (3d
Dist.), quoting Inland Refuse Transfer Co. v. Browning-Ferris Industries of Ohio,
Inc., 15 Ohio St.3d 321, 322 (1984). In that case, we apply a de novo standard of
review. St. Marys v. Auglaize Cty. Bd. of Commrs., 115 Ohio St.3d 387, 2007-Ohio-
5026, ¶ 38, citing Nationwide Mut. Fire Ins. Co. v. Guman Bros. Farm, 73 Ohio
St.3d 107, 108 (1995).
{¶11} Here, the contract is clear and unambiguous. The portion of the
contract that Fox Run Manor directs us to is as follows:
5. Diversion of Resident’s Resources. * * * In addition, the
Representative agrees to pay from his/her own resources any unpaid
charges due to the Manor as a result of the Representative’s failure to
cooperate in the Medicaid eligibility or redetermination process.
(Underline sic.); (Italics added.) (Doc. No. 1, Ex. B). According to the terms of the
contract, “cooperate” means:
d. Cooperation in Application Process. You are obligated to make
full and complete disclosure regarding all financial resources and
income during the Medicaid application process, and to cooperate
fully in providing all requested information. You agree to act
promptly to establish and maintain the Resident’s eligibility for
Medicaid, including but not limited to, taking any and all necessary
action to ensure that the Resident’s assets are appropriately reduced
-6-
Case No. 5-18-20
to and remain within allowable limits for Medicaid established by
applicable law.
(Underline sic.) (Id.).
{¶12} Fox Run Manor’s argument that Bishop breached the contract because
she failed to cooperate with the Medicaid application process does not accurately
reflect the terms of the contract—that is, the contract required Bishop to cooperate
in the Medicaid eligibility or redetermination process. Further, the contract does
not define “cooperate” as ensuring that the initial application be approved in the
Medicaid eligibility process. Contrary to Fox Run Manor’s argument, even when
viewing the evidence in its favor, reasonable minds can reach only the conclusion
that Bishop did not breach the contract. In particular, reasonable minds can
conclude only that Bishop cooperated in the Medicaid eligibility and
redetermination process in the manner described in the contract.
{¶13} In reaching this conclusion, we conclude, first, that there is no genuine
issue of material fact that Bishop acted promptly to establish Weber’s eligibility for
Medicaid. Indeed, there is no dispute that Weber was admitted to Fox Run Manor
on October 1, 2016 and that Bishop applied for Medicaid benefits on Weber’s behalf
through the Ohio Department of Job and Family Services (“ODJFS”) on October
24, 2016.5
5
It is undisputed that: (1) Bishop paid Fox Run Manor $6,810.00 out of Weber’s private funds for Weber’s
care for the month of October 2016; (2) Bishop paid Fox Run Manor $2,220.00 out of Weber’s private funds
in December 2016 for Weber’s care; and (3) Weber’s long-term care insurance was making payments to Fox
Run Manor for Weber’s care. (See Doc. No. 17).
-7-
Case No. 5-18-20
{¶14} Further, there is no genuine issue of material fact that Bishop made a
full and complete disclosure of Weber’s financial resources and income during the
Medicaid application process and cooperated fully in providing all requested
information. Fox Run Manor did not rebut this evidence with specific facts that
Bishop did not provide sufficient information for ODJFS to determine Weber’s
Medicaid eligibility. Rather, it is clear that Bishop provided sufficient information
for the ODJFS caseworker assigned to Weber’s application, April Holland
(“Holland”), to determine whether Weber’s resources exceeded the threshold
necessary to be eligible for Medicaid benefits.
{¶15} Moreover, there is no genuine issue of material fact that, after the
initial application was denied, Bishop cooperated in the Medicaid redetermination
process in the manner described in the contract. That is, Bishop took the necessary
action to appropriately reduce Weber’s assets to the allowable limit to be eligible
for Medicaid benefits. Specifically, Bishop established a Qualified Income Trust
(“QIT”), which is “a trust that allows an individual whose income is over the special
income level (SIL), as described in rule 5160:1-6-03.1 of the Administrative Code,
to have some or all of his or her income not be counted when determining medicaid
eligibility by placing income in the trust.” Ohio Adm.Code 5160:1-6-03.2(B)(6).
{¶16} Indeed, it is undisputed that, after the initial Medicaid application was
denied on November 29, 2016, Bishop met with Joel Baird (“Baird”), a
representative of Automated Health Systems, on December 9, 2016 to establish a
-8-
Case No. 5-18-20
QIT on Weber’s behalf. The QIT was then established on December 15, 2016. “The
Qualified Income Trust documents were submitted to the County Department of Job
and Family Services on December 16, 2016.” (Doc. No. 17). See also Ohio
Adm.Code 5160:1-6-03.2(I). Accordingly, we conclude that there is no genuine
issue of material fact that Bishop cooperated in the Medicaid redetermination
process by attempting to resolve the initial-benefits denial at the caseworker level
by establishing the QIT and notifying Holland as such.
{¶17} Fox Run Manor did not rebut the evidence described above with
specific facts demonstrating that Bishop did not cooperate in the Medicaid eligibility
or redetermination process in the manner described by the contract. Rather, Fox
Run Manor relied on its allegation contained in the complaint that Bishop breached
the contract because by not cooperating in the Medicaid eligibility process since
Weber’s initial application was denied.
{¶18} Furthermore, notwithstanding Fox Run Manor’s argument, Bishop
cooperated in Weber’s Medicaid eligibility process by providing to Holland the
information necessary to determine whether Weber’s resources exceeded the SIL.
Only after Holland determined that Weber’s resources exceeded the SIL could
Bishop establish a QIT. “A QIT can only be used to establish medicaid eligibility
by an individual whose income is above the SIL, who is eligible for LTC services
covered by the Ohio medicaid program, and who is subject to the calculation of
-9-
Case No. 5-18-20
patient liability under rules 5160:1-6-07 and 5160:1-6-07.1 of the Administrative
Code.” Ohio Adm.Code 5160:1-6-03.2(C).
{¶19} Therefore, Fox Run Manor’s argument that Bishop breached the
contract because she did not establish the QIT during the Medicaid eligibility
process is misplaced. Thus, Fox Run Manor cannot demonstrate that Bishop
breached the contract by failing to cooperate in the Medicaid eligibility or
redetermination process in the manner described in the contract to avoid summary
judgment. In addition, we caution Fox Run Manor’s zealous pursuit of damages in
breach-of-contract actions where it has broadly drafted its contract by including
such terms as “cooperating,” while minimizing a relatively narrow window-of-time
concerning government-benefit determinations. Accordingly, Fox Run Manor’s
assignment of error is overruled.
{¶20} Having found no error prejudicial to the appellant herein in the
particulars assigned and argued, we affirm the judgment of the trial court.
Judgment Affirmed
SHAW and PRESTON, J.J., concur.
/jlr
-10-