Wadsworth Pointe Health Care Group, Inc. v. Baglia , 2018 Ohio 1978 ( 2018 )


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  • [Cite as Wadsworth Pointe Health Care Group, Inc. v. Baglia, 
    2018-Ohio-1978
    .]
    STATE OF OHIO                    )                        IN THE COURT OF APPEALS
    )ss:                     NINTH JUDICIAL DISTRICT
    COUNTY OF MEDINA                 )
    WADSWORTH POINTE HEALTH CARE                              C.A. No.         17CA0064-M
    GROUP, INC.
    Appellant
    APPEAL FROM JUDGMENT
    v.                                                ENTERED IN THE
    COURT OF COMMON PLEAS
    ELIZABETH BAGLIA                                          COUNTY OF MEDINA, OHIO
    CASE No.   17-CIV-0444
    Appellee
    DECISION AND JOURNAL ENTRY
    Dated: May 21, 2018
    SCHAFER, Presiding Judge.
    {¶1}    Plaintiff-Appellant, Wadsworth Pointe Health Care Group, Inc., appeals from the
    judgment of the Medina County Court of Common Pleas dismissing its complaint for failure to
    state a claim upon which relief can be granted. This Court affirms.
    I.
    {¶2}    On May 8, 2017, Wadsworth Pointe filed a complaint against Defendant-
    Appellee, Elizabeth Baglia. The complaint asserted two claims wherein Wadsworth Pointe
    sought to recover an alleged unpaid balance for nursing residence and care provided to Elizabeth
    Nagy: Ms. Baglia’s mother. Ms. Nagy is not party to this action, and the complaint alleges that
    she is now deceased.
    {¶3}    In the first claim, an action on account, Wadsworth Pointe alleged that Ms. Baglia
    executed an admission agreement as representative for her mother, and further alleged that Ms.
    Baglia was personal guarantor of payment for services provided to her mother. Wadsworth
    2
    Pointe claims that it rendered services to Ms. Nagy for which she and Ms. Baglia “accumulated
    charges on an account” totaling $16,249.96. Wadsworth Pointe alleged that Ms. Nagy passed
    away on April 21, 2016, and, despite demand, Ms. Baglia has refused to pay the sums
    Wadsworth Pointe claims due.
    {¶4}    In the second claim, Wadsworth Pointe alleged that it is entitled to recover
    $16,249.96 in quantum meruit because Ms. Baglia “obtained the benefit and value of the nursing
    care and residence rendered to [her mother] by Wadsworth Pointe[,]” and “knew or ought to
    have reasonably expected reasonable charges” for such care.
    {¶5}    Ms. Baglia responded to the complaint with a motion to dismiss pursuant to
    Civ.R. 12(B)(6). Once the motion was fully briefed, the trial court issued its decision on August
    8, 2017, dismissing both claims of Wadsworth Pointe’s complaint for failure to state a claim
    upon which relief can be granted. The trial court found that the complaint did not allege any
    breach of contract other than the alleged failure to pay the balance due on an account. The trial
    court further found, based on a review of the agreement attached to the complaint, that Ms.
    Baglia had clearly not opted to assume personal liability for any amount due to Wadsworth
    Pointe for her mother’s care. Regarding the second claim, the trial court found that, because an
    express contract existed related to the same subject matter, Wadsworth Pointe’s claim in
    quantum meruit to provide restitution for unjust enrichment could not be sustained.
    {¶6}    Wadsworth Pointe timely appealed the judgment entry dismissing the case and
    presents this Court with three assignments of error.
    II.
    Assignment of Error I
    The trial court erred by dismissing [Wadsworth Pointe]’s contractual claim
    on the grounds that [Ms. Baglia] did not execute a personal guarantee.
    3
    {¶7}   In its first assignment of error, Wadsworth Pointe contends that the trial court
    erred in dismissing the first claim pursuant to Civ.R. 12(B)(6) because there exists an issue of
    material fact as to whether Ms. Baglia executed a personal guarantee of payment. Civ.R.
    12(B)(6) permits a party, prior to filing a responsive pleading, to move for dismissal on the
    grounds that a pleading “fail[s] to state a claim upon which relief can be granted[.]”
    “An appellate court reviews a trial court order granting a motion to dismiss pursuant to Civ.R.
    12(B)(6) under a de novo standard of review.” Hudson v. Akron, 9th Dist. Summit No. 28011,
    
    2017-Ohio-7590
    , ¶ 8, citing Perrysburg Twp. v. City of Rossford, 
    103 Ohio St.3d 79
    , 2004-Ohio-
    4362, ¶ 5. “Dismissal is appropriately granted once all the factual allegations of the complaint
    are presumed true and all reasonable inferences are made in favor of the nonmoving party, and it
    appears beyond doubt that the nonmoving party cannot prove any set of facts entitling him to the
    requested relief.” Natl. Check Bur. v. Buerger, 9th Dist. Lorain No. 06CA008882, 2006-Ohio-
    6673, ¶ 8 citing State ex rel. Hanson v. Guernsey Cty. Bd. of Commrs., 
    65 Ohio St.3d 545
    , 548
    (1992).
    {¶8}   “‘Where a writing is attached to the complaint pursuant to Civ.R. 10(D),
    dismissal under Civ.R. 12(B)(6) is proper only when the language of the writing precludes any
    possibility of recovery by the plaintiff.’”      Buerger at ¶ 14, quoting Mesek v. Roberts
    Communications, Inc., 9th Dist. Summit No. 22968, 
    2006-Ohio-3339
    , ¶ 15. Because Wadsworth
    Pointe’s first claim is an action on an account, “a copy of the account or written instrument must
    be attached to the pleading.” Civ.R. 10(D)(1), see also First Merit Bank, N.A. v. Wilson, 9th
    Dist. Summit No. 23363, 
    2007-Ohio-3239
    , ¶ 8. Wadsworth Pointe attached to the complaint a
    copy of the admissions agreement and a statement of the account, therefore they “are part of the
    pleading for all purposes.” Civ.R. 10(C). Consequently, [the admissions agreement and account
    4
    statement] can be considered in the trial court’s review of a motion to dismiss pursuant to Civ.R.
    12(B)(6). Mesek at ¶ 15.
    {¶9}    An action on an account is based in contract; therefore, to prevail on this claim
    Wadsworth Pointe must establish each of the essential elements of a contract claim. Wilson at ¶
    27, quoting L. E. Sommer Kidron, Inc. v. Kohler, 9th Dist. Wayne No. 06CA0044, 2007-Ohio-
    885, ¶ 12. “To establish a prima facie case for money owed on an account, a plaintiff must
    demonstrate the existence of an account, including that the account is in the name of the party
    charged * * *[.]” (Citations omitted.) Schottenstein, Zox & Dunn Co., L.P.A. v. Reineke, 9th
    Dist. Medina No. 10CA0138-M, 
    2011-Ohio-6201
    , ¶ 18. “The law in Ohio is clear that in the
    absence of a contractual relationship between two parties, an action on an account cannot be
    maintained by one against the other.” Hiram College v. Courtad, 11th Dist. Portage No. 2004-P-
    0092, 
    2005-Ohio-4331
    , ¶ 8, quoting Laurelwood Hosp. v. Lorenzo, 11th Dist. Lake No. 93-L-
    063, 
    1993 Ohio App. LEXIS 6122
    , at 5 (Dec. 17, 1993).
    {¶10} Wadsworth Pointe relies on the admission agreement attached to the complaint to
    establish the existence of a contractual relationship in support of this claim. Wadsworth Pointe
    alleged that Ms. Baglia executed this agreement “agreeing to be responsible for the nursing
    residence and care provided to her mother[.]” The agreement lists Ms. Baglia as representative
    for her mother—a resident of Wadsworth Pointe’s facility—and describes Ms. Baglia’s
    responsibilities and fiduciary obligations as her mother’s representative. However, regarding
    responsibility for payment, the agreement explicitly states that the representative is not
    personally liable unless the parties otherwise agree and except where the agreement specifically
    provides otherwise. While the complaint contains no allegation that Ms. Baglia is personally
    5
    liable based on any exception to that general disclaimer, Wadsworth Pointe did allege that “[Ms.]
    Baglia also executed a personal guarantee of payment for the services provided to [her mother].”
    {¶11} The agreement states in pertinent part:
    II. CHARGES AND FEES
    A. Responsibility for Payment
    Effective on the effective date; You shall pay all charges and fees for services that
    are billed to You by FACILITY.
    1. No Personal Liability of Representative.
    Except as specifically provided otherwise in the Agreement, or as agreed to by
    Representative, all financial obligations in this Agreement are the Resident’s.
    ***
    B. Payment Source
    ***
    5. Medicaid Applications
    ***
    RESPONSIBILITY TO PAY IF MEDICAID NOT APPROVED: POTENTIAL
    FOR DISCHARGE & PERSONAL GUARANTEE
    FACILITY cannot continue to provide services without payment. If the facility is
    not paid timely by someone, then it will seek to discharge the resident.
    Many of our residents’ family members and other representatives wish to make
    sure that care and services to their loved ones are not terminated or interrupted if
    Medicaid is not approved, and the resident does not have the resources to pay for
    care.
    If the Representative would like to join others in avoiding having the facility seek
    to discharge the Resident for non-payment in that instance, then he/she should
    initial ‘yes” below.
    If the Representative does not wish to protect the resident from being discharged
    for non-payment if Medicaid coverage is not approved, and the resident does not
    have the resources to pay for care, then he/she should initial “no” below.
    6
    BY INITIALING “YES”, THE REPRESENTATIVE IS AGREEING TO
    VOLUNTARILY PERSONALLY GUARANTEE PAYMENT TO THE
    FACILITY, BE JOINTLY AND SEVERALLY LIABLE FOR ALL
    SERVICES AND SUPPLIES RECEIVED BY THE RESIDENT IN THE
    EVENT THAT THE RESIDENT’S APPLICATION TO MEDICAID IS
    DENIED OR COVERAGE IS TERMINATED OR INTERRUPTED, AND
    TO MAKE ALL PAYMENTS WHEN THEY COME DUE.            THE
    REPRESENTATIVE UNDERSTANDS THAT HE OR SHE IS NOT
    REQUIRED BY LAW OR THE FACILITY TO PERSONALLY
    GUARANTEE PAYMENT. THE REPRESENTATIVE AGREES THAT
    THIS GUARANTEE WILL CONTINUE UNTIL ALL FINANCIAL
    OBLIGATIONS TO THE FACILITY HAVE BEEN PAID IN FULL.
    Choose ‘Yes’ or ‘No’, and then initial below.
    {¶12} In the space beneath the “Yes” or “No” checkboxes, Ms. Baglia appears to have
    placed her initials. However, Ms. Baglia did not check either box. Contrary to Wadsworth
    Pointe’s allegation that Ms. Baglia executed a personal guarantee, the agreement shows that Ms.
    Baglia did not check the box to voluntarily agree to assume personal liability.
    {¶13} In its merit brief, Wadsworth Pointe acknowledges that Ms. Baglia did not the
    check the box to accept personal liability. Nevertheless, Wadsworth Pointe claims that because
    Ms. Baglia failed to check “No” she created an ambiguity in the agreement. Wadsworth Pointe
    contends that dismissal was inappropriate because it is unclear whether Ms. Baglia intended to
    execute a personal guarantee to assume financial responsibility for services rendered to her
    mother as a resident at Wadsworth Pointe’s facility.
    {¶14} The fact that Ms. Baglia did not check “No” does not negate the fact that Ms.
    Baglia did not affirm her willingness to assume a personal financial obligation by checking
    “Yes” to voluntarily personally guarantee payment. The language called upon Ms. Baglia—as
    representative—to check “No” if the she wanted to express that she “d[id] not wish to protect”
    her mother from being discharged for non-payment. Regardless of whether Ms. Baglia wished to
    protect her mother in some fashion, the agreement does not indicate that Ms. Baglia agreed to be
    7
    personally liable for all financial obligations. Thus, the failure to check the “No” box does not
    create an ambiguity as to whether Ms. Baglia intended to personally guarantee payment to
    Wadsworth Pointe. The plain language of the agreement informed Ms. Baglia that she was not
    required by law, or by Wadsworth Pointe, to personally guarantee payment. The agreement gave
    Ms. Baglia the option to indicate her willingness to become personally liable for payment as a
    guarantor, and the agreement does not establish that Ms. Baglia agreed to do so.
    {¶15} The pleadings demonstrate that Ms. Baglia, as her mother’s representative, was
    not personally liable for payment and that Ms. Baglia did not assent to personally guarantee
    payment. Consequently, Wadsworth Pointe cannot demonstrate a contractual basis to hold Ms.
    Baglia personally liable on the alleged account and cannot prove any set of facts to establish a
    prima facie contract claim for money claimed due on such account. Because the language of the
    agreement precludes recovery against Ms. Baglia in her personal capacity, this Court concludes
    that the trial court did not err in dismissing Wadsworth Pointe’s claim for failure to state a claim.
    {¶16} Wadsworth Pointe’s first assignment of error is overruled.
    Assignment of Error II
    The trial court erred by dismissing [Wadsworth Pointe]’s contractual claim
    on the grounds that other provisions of the contract could not create personal
    liability.
    {¶17} The same de novo standard of review applies to Wadsworth Pointe’s second
    assignment of error, arguing that the trial court erred by dismissing its first claim pursuant to
    Civ.R. 12(B)(6) because alternative grounds for a breach of contract might have existed. See
    Hudson, 
    2017-Ohio-7590
     at ¶ 8, citing Rossford, 
    2004-Ohio-4362
     at ¶ 5. Wadsworth Pointe
    cites to provisions in the agreement which, if applicable, could give rise to personal financial
    liability for the representative. Wadsworth Pointe contends that, if the claim had not been
    8
    dismissed, Wadsworth Pointe could have conducted discovery to determine whether Ms. Baglia
    could potentially be held liable for breaching one or more provisions in the agreement.
    {¶18} This Court’s plain reading of the complaint reveals that Wadsworth Pointe alleged
    a cause of action for money due on account and a claim to recover quantum meruit. Although
    the claim to recover on account was founded on the admission agreement, Wadsworth Pointe did
    not allege that Ms. Baglia personally committed any breach of the agreement other than failing to
    satisfy her alleged obligation to pay the balance claimed due on the account. Wadsworth Pointe
    did not plead any separate claim for breach of contract aside from the action on account, and
    there are not sufficient allegations in the complaint to even imply an additional cause of action
    for breach of contract. Accordingly, we conclude that the trial court did not err in dismissing the
    claim over Wadsworth Pointe’s contention that other claims for breach of contract might
    theoretically be asserted under the admission agreement.
    {¶19} Wadsworth Pointe’s second assignment of error is overruled.
    Assignment of Error III
    The trial court erred by dismissing [Wadsworth Pointe]’s quantum meruit
    claim on the grounds that it could not be raised alongside a contractual
    claim.
    {¶20} Wadsworth Pointe contends in the third assignment of error that the trial court
    erred by dismissing the quantum meruit claim pursuant to Civ.R. 12(B)(6). Here again, the same
    de novo standard of review applies to this assignment of error. See Hudson, 
    2017-Ohio-7590
     at
    ¶ 8, citing Rossford, 
    2004-Ohio-4362
     at ¶ 5. The trial court concluded that because the terms of
    the admission agreement established that Ms. Baglia had no personal liability payment, a claim
    to recover in quantum meruit for unjust enrichment could not be sustained. Wadsworth Pointe
    argues that the mere presence of a claim based on a contract along with an alternative claim for
    9
    unjust enrichment do not warrant dismissal of the unjust enrichment claim. If the contract claim
    were to fail, Wadsworth Pointe argues that it could recover under its quantum meruit theory.
    {¶21} “A claim for unjust enrichment, or quantum meruit, is an equitable claim based on
    a contract implied in law, or a quasi-contract” and “the elements of [the claims] are identical.”
    (Internal citations omitted.) Padula v. Wagner, 9th Dist. Summit No. 27509, 
    2015-Ohio-2374
    , ¶
    47. “To succeed on a claim for unjust enrichment, a plaintiff must show that (1) it conferred a
    benefit upon the defendant; (2) the defendant knew of the benefit; and ‘(3) the defendant retained
    the benefit under circumstances where it would be unjust to do so without payment.’” Chaffee
    Chiropractic Clinic, Inc. v. Stiffler, 9th Dist. Wayne No. 16AP0033, 
    2017-Ohio-7790
    , ¶ 24,
    quoting Magnum Steel & Trading, L.L.C. v. Mink, 9th Dist. Summit Nos. 26127 and 26231,
    
    2013-Ohio-2431
    , ¶ 42.      “Ohio law does not permit recovery under the theory of unjust
    enrichment when an express contract covers the same subject.” Padula at ¶ 48, citing, Ullmann
    v. May, 
    147 Ohio St. 468
    , 475, 478-79, and paragraph four of the syllabus (1947), and Wochna v.
    Mancino, 9th Dist. Medina No. 07CA0059-M, 
    2008-Ohio-996
    , ¶ 18.
    {¶22} Wadsworth Pointe alleged that it is entitled to recover in quantum meruit the
    $16,249.96 balance due on account because Ms. Baglia “obtained the benefit and value of the
    nursing care and residence rendered to [her mother] by Wadsworth Pointe,” and “knew or ought
    to have reasonably expected reasonable charges” for such care. As an essential element of an
    unjust enrichment claim, Wadsworth Pointe must show that it conferred a benefit upon Ms.
    Baglia. See Stiffler at ¶ 24. However, the complaint alleges only that Ms. Baglia obtained the
    benefit and value of nursing care and residence rendered to her mother. Wadsworth Pointe did
    not allege any basis other than the admission agreement for holding Ms. Baglia personally liable
    for the benefit of services conferred, not on Ms. Baglia, but on her mother.
    10
    {¶23} Wadsworth Pointe pleads the existence of the admission agreement in its
    complaint and explicitly incorporates the agreement into its second claim asserting that it is
    entitled to recover from Ms. Baglia in quantum meruit. The admission agreement sets forth the
    applicable provisions for payment and financial obligations of the parties. Specifically, as
    discussed above, the agreement establishes that Ms. Baglia, with limited exception, is not
    personally liable for charges and fees for services provided to her mother as a resident of
    Wadsworth Pointe’s facility.
    {¶24} Wadsworth Pointe’s argument appears to obscure the distinction between the
    existence of a contract and the ability to recover on a contract. A party may be able to assert a
    claim to recover in quantum meruit for an amount due on an account where no valid agreement
    exists. However, because Ms. Baglia’s relationship with Wadsworth Pointe is governed by an
    express agreement regarding the subject matter of the claim, Ohio law does not permit
    Wadsworth Pointe to maintain an equitable claim for unjust enrichment as a fail-safe in the event
    that it does not recover on its contract claim. See Wochna at ¶ 18. Wadsworth Pointe “may not
    invoke equity” to circumvent the admission agreement declaring the financial obligations and
    responsibilities of Ms. Baglia. See Padula at ¶ 50. Accordingly, we conclude that the trial court
    did not err in determining that Wadsworth Pointe failed to state a claim in quantum meruit and
    dismissing the claim.
    {¶25} Wadsworth Pointe’s third assignment of error is overruled.
    III.
    {¶26} Each of Wadsworth Pointe’s assignments of errors is overruled. The judgment of
    the Medina County Court of Common Pleas is affirmed.
    11
    Judgment affirmed.
    There were reasonable grounds for this appeal.
    We order that a special mandate issue out of this Court, directing the Court of Common
    Pleas, County of Medina, State of Ohio, to carry this judgment into execution. A certified copy
    of this journal entry shall constitute the mandate, pursuant to App.R. 27.
    Immediately upon the filing hereof, this document shall constitute the journal entry of
    judgment, and it shall be file stamped by the Clerk of the Court of Appeals at which time the
    period for review shall begin to run. App.R. 22(C). The Clerk of the Court of Appeals is
    instructed to mail a notice of entry of this judgment to the parties and to make a notation of the
    mailing in the docket, pursuant to App.R. 30.
    Costs taxed to Appellant.
    JULIE A. SCHAFER
    FOR THE COURT
    CARR, J.
    TEODOSIO, J.
    CONCUR.
    APPEARANCES:
    TIMOTHY N. TOMA and KATHERINE B. MCCOY, Attorneys at Law, for Appellant.
    JACK B. COOPER, Attorney at Law, for Appellee.
    

Document Info

Docket Number: 17CA0064-M

Citation Numbers: 2018 Ohio 1978

Judges: Schafer

Filed Date: 5/21/2018

Precedential Status: Precedential

Modified Date: 5/21/2018