Am. Acad. of Gen. Physicians, Inc. v. LaPlante

340 Ga.App. 527

798 S.E.2d 64

AMERICAN ACAD. OF GEN. PHYSICIANS, INC. et al.

v.LAPLANTE.

A16A1988

Court of Appeals of Georgia.

March 7, 2017

Eric Alvin Ballin, Michael Andrew Clark, Suwanee, for Appellant.

Blakely Holloway Frye, Douglas Richard Kertscher, Julie Anne Burke, Atlanta, for Appellee.

BETHEL, Judge.

American Academy of General Physicians, Inc. (the "Academy"), American College of General Medicine, Inc. (the "College"), and American Board of General Practice, Inc. (the "Board"), (collectively, the "Organizations") appeal from an order enforcing the Settlement Agreement (the "Agreement") with Sharron Lee LaPlante ("LaPlante"). The Organizations argue the trial court erred in enforcing the Agreement because the Organizations' agents exceeded their authority, an essential provision of the Agreement is void as against public policy, and there was no meeting of the minds between parties. For the reasons explained below, we affirm because there existed a sufficient meeting of the minds to validate and enforce the Agreement.

On appeal from a trial court's order to enforce a settlement agreement, this Court applies a de novo standard of review because

the issues raised are analogous to those in a motion for summary judgment, [and] in order to succeed on a motion to enforce a settlement agreement, a party must show the court that the documents, affidavits, depositions and other evidence in the record reveal that there is no evidence sufficient to create a jury issue on at least one essential element of the Appellant's case. Thus, we view the evidence in a light most favorable to the nonmoving party[.]¹

So viewed, the evidence shows that The Organizations filed a complaint alleging libel, slander, and other claims against LaPlante on April 13, 2012. After contentious discovery disputes, the case was ordered to mediation in October 2013. In January 2014, LaPlante moved for summary judgment on all claims, which the trial court granted in part and denied in part.² Mediation occurred on August 28, 2015, at which Drs. Jose Garcia³ ("Dr. Garcia") and George Covert⁴ ("Dr. Covert") and attorney Robert Dyer (collectively, the "Agents") appeared on behalf of the Organizations; LaPlante, her attorney, and a mediator were also present. The parties reached an agreement whereby LaPlante agreed to remove her websites⁵ from the Internet, not publish any future websites using the domain names identified in the Agreement, and not publish any information on any website in the future relating to the Organizations. In return, the Organizations agreed to remove their websites⁶ from the Internet and not publish a website in the future using the domain names identified in the Agreement. The Agreement also provided for a general release by each party from "any and all actions, causes of action, suits, debts, sums of money, accounts, obligation, demands and damages, of every name, kind and nature whatsoever, past or present, whether known or unknown, whether at law or in equity, arising or existing on account of any action or failure to act on or before the beginning of time to the date of this Agreement."

The Agreement was read into the record by the mediator in the presence of the trial judge, the parties, and their counsel, and after a short discussion in open court, was signed by the parties. About a month later, LaPlante moved to enforce the Agreement, alleging the Organizations failed to comply with their responsibilities. On February 10, 2016, the trial court heard arguments on the motion and later issued an order finding paragraphs two and four valid and enforceable. The trial court found that there existed a sufficient meeting of the minds to validate and enforce paragraph two of the Agreement and ordered the Organizations to take down their websites.. The trial court further found paragraph four to be valid and enforceable as the parties clearly intended release one another of any and all claims which would include issues regarding professional conduct. This appeal followed.

1. The Organizations argue the trial court erred in enforcing the Agreement because the Agents exceeded their authority. The Organizations conceded in their brief that the Agents were sent by the Organizations to attend court-ordered mediation with authority to "settle the case" and contract on behalf of the Organizations. But the Organizations argue that the Agents exceeded their authority if the intent of the Agreement was to deny the Organizations a presence on the Internet. At the hearing on LaPlante's motion to enforce, the Organizations reiterated that the issue of whether the Agents exceeded their authority was contingent upon whether the terms of the Agreement prohibited the Organizations from having any presence whatsoever on the Internet. However, on appeal, the Organizations now argue that the Agreement itself was "extraordinary," "entirely repugnant" and "so unreasonable" because the Agents agreed to shut down the Organizations' own websites without sufficient reason, and that the Agents impliedly exceeded their authority by signing it. This argument was not raised in the court below.

It is well settled that issues presented for the first time on appeal furnish nothing for us to review[,] for this is a court for correction of errors of law committed by the trial court where proper exception is taken. Nor may [a plaintiff] alter the course of its arguments mid-stream, raising issues on appeal that were not raised before the trial court.⁷

Here, the trial court found that the Agreement did not prohibit the Organizations from having any web presence, but only prohibited the Organizations from using the aforementioned domain names and websites. The Organizations now seek to alter their argument on appeal by removing the conditions upon which the Agents exceeded their authority. This cannot be done on appeal. Accordingly, this enumeration of error lacks merit.

But even if the Organization had raised this argument below, it would still fail because "[i]n Georgia, settlement agreements are highly favored under the law and will be upheld whenever possible" and the law cannot concern itself with the Organizations lingering discontent over a bargain struck on the record and with the benefit of counsel. Sanders v. Graves , 297 Ga.App. 779, 779, 678 S.E.2d 220 (2009) (citations omitted). The trial court did not err when it enforced the Agreement.

2. The Organizations next argue that an essential element of the Agreement contravenes federal law and is void as against public policy. Specifically, the Organizations contend that the general release language in paragraph four of the Agreement is unenforceable because it would illegally require the Organizations to avoid compliance with federal law which requires healthcare entities to report findings from their peer review actions.⁸ The trial court found that LaPlante had not submitted herself to the authority of the Organizations⁹ because her membership with the Organizations expired in 2010, and the Organizations did not have a right to engage in a review of LaPlante's professional conduct. We agree with the trial court.

The evidence shows that LaPlante was a member of the Organizations from 2005 until approximately 2010 when she stopped paying membership dues. The trial court found that LaPlante had not been a member for a number of years and should have been dropped from the Organizations' membership rolls. However, the Organizations argue LaPlante is still a member because she never formally resigned her membership. This argument does not comport with the terms of the Organizations' membership agreement which requires members to pay annual dues in order to maintain their membership. Those same terms also note that the peer review of members is limited to the time in which they are members. In this case, the peer review process was not initiated until February 2016, nearly six years after LaPlante's membership expired.¹⁰

It is well established under Georgia law that

[t]he cardinal rule of construction is to ascertain the intention of the parties. If that intention is clear and it contravenes no rule of law and sufficient words are used to arrive at the intention, it shall be enforced.... Further, the construction which will uphold a contract in whole and in every part is to be preferred, and ... no construction is required or even permitted when the language employed by the parties in the contract is plain, unambiguous, and capable of only one reasonable interpretation. It is well established that a court should avoid an interpretation of a contract which renders portions of the language of the contract meaningless.

Freund v. Warren , 320 Ga.App. 765, 768–69, 740 S.E.2d 727 (2013) (citation and punctuation omitted).

Here, the trial court found that, per the terms of the Agreement, the parties clearly intended to have no further dealings with one another, which would include issues regarding professional conduct. Nothing in the record suggests LaPlante is still a member of the Organizations and therefore subject to their professional review authority. The Organizations did not appeal the trial court's ruling that LaPlante is no longer a member, and as such, we agree that the Organizations are under no obligation under federal law or have authority under the terms of their membership agreement to review and report on the professional conduct of LaPlante.¹¹

3. Finally, the Organizations argue that the Agreement is unenforceable because there was no meeting of the minds. In the trial court, the Organizations argued it was unclear from the language in the Agreement and subsequent correspondence with LaPlante whether the Organizations were barred from ever having any presence on the Internet. The Organizations concede that the Agreement makes clear that the parties could not use the domain names or websites defined therein. But the Organizations contend that the Agreement was interpreted by LaPlante to mean the...