Kenneth L. Kutner, New York, NY, for appellants.
Edward Gross, Albany, NY, and Baker Donelson, Bearman,
Caldwell & Berkowitz, P.C., Baton Rouge, Louisiana (Errol
J. King, pro hac vice, and Robert Blankenship, pro hac vice,
of counsel), for respondents (one brief filed).
E. CHAMBERS, J.P., ROBERT J. MILLER, BETSY BARROS, FRANCESCA
E. CONNOLLY, JJ.
DECISION & ORDER
from an order of the Supreme Court, Kings County (Carolyn E.
Demarest, J.), dated February 23, 2015. The order denied the
plaintiffs' motion for summary judgment on the complaint,
and granted the defendants' cross motion for summary
judgment dismissing the complaint.
that the order is affirmed, with costs.
plaintiff Roman Rayham is a plastic surgeon, and the
plaintiff RR Plastic Surgery P.C. (hereinafter RR Office) is
his private practice. Rayham also works as an attending
physician at various New York City hospitals, including New
York Methodist Hospital (hereinafter Methodist). Nonparty
Park Slope Physician Services P.C. (hereinafter PSPS) handles
all of Methodist's billing, including the billing for
services Rayham provides at Methodist.
2009, in connection with his practice at Methodist, Rayham
executed a limited power of attorney authorizing nonparty
Allegiance Billing & Consulting, LLC (hereinafter
Allegiance), to contract on his behalf with network providers
and health insurance companies for services performed at
2010, Allegiance executed an agreement (hereinafter the Beech
Street Agreement) on Rayham's behalf with the defendant
Beech Street Corporation (hereinafter Beech Street), a
preferred provider organization. The Beech Street Agreement
provided that its terms may be amended upon "30 days
prior written notice from Beech to [Rayham]" and that
the "amendment shall be effective at the conclusion of
such 30 day notice period unless [Rayham] objects to the
amendment and notifies Beech in writing of [Rayham's]
intent to terminate prior to the conclusion of such notice
period." The address to which the Beech Street Agreement
required the written notice to be sent was the address for
the office of PSPS. The Beech Street Agreement further
provided that Beech Street may assign its rights under the
contract to a "Beech Affiliate, " which was defined
as any "entity" that is "controlled by or is
under common control of Beech [Street]."
2010, the defendant Multiplan, Inc. (hereinafter Multiplan),
another preferred provider organization, acquired Beech
Street's parent company. In March 2011, Multiplan sent
two letters to Rayham at PSPS's address. Both letters
advised that Multiplan had acquired Beech Street and that,
effective July 15, 2011, the Beech Street and Multiplan
networks would integrate and claims would be processed under
Multiplan's fee schedule. The second letter, dated March
28, 2011, advised that the Beech Street Agreement would be
amended so as to include the claims for services Rayham
provided at Methodist in the Multiplan network. Rayham claims
he never received these letters.
November 2011, the plaintiffs faxed Beech Street a letter on
their letterhead requesting that the RR Office be added
"to our profile, " with a retroactive date of July
1, 2011. The letter provided the RR Office's address and
tax-identification number, and a W-9 form was attached. Upon
receiving the fax, the defendants retroactively enrolled the
RR Office in their networks and processed the RR Office's
claims according to Multiplan's fee schedule. A few
months later, after realizing that the RR Office was
receiving lower reimbursements than were once provided by
Beech Street, Rayham learned that Multiplan had acquired
Beech Street and that claims were being processed pursuant to
Multiplan's fee schedule. Rayham requested the RR
Office's removal from the defendants' networks. This
request was granted, but the request for the reprocessing of
the RR Office's claims was denied.
plaintiffs commenced this action, asserting causes of action
sounding in breach of contract, breach of the implied
covenant of good faith and fair dealing, unjust enrichment,
and quantum meruit. The plaintiffs alleged that the
defendants unilaterally altered the terms of the Beech Street
Agreement by placing the RR Office in the Multiplan network
and repricing its claims under the Multiplan fee schedule
without affording the plaintiffs with notice or an
opportunity to object as required under the Beech Street
Agreement. Following joinder of issue and the completion of
discovery, the plaintiffs moved for summary judgment on the
complaint, and the defendants cross-moved for summary
judgment dismissing the complaint. The Supreme Court denied
the plaintiffs' motion and granted the defendants'
cross motion. The plaintiffs appeal.
Supreme Court properly granted that branch of the
defendants' motion which was for summary judgment
dismissing the breach of contract cause of action. The
elements of a cause of action to recover damages for breach
of contract are the existence of a contract, the
plaintiff's performance pursuant to the contract, the
defendant's breach of its contractual obligations, and
damages resulting from the breach (see Tudor Ins. Co. v
Unithree Inv. Corp., 137 A.D.3d 1259, 1260; PFM
Packaging Machinery Corp. v ZMY Food Packing, Inc., 131
A.D.3d 1029, 1030). "[A] contract is to be construed in
accordance with the parties' intent, which is generally
discerned from the four corners of the document itself.
Consequently, a written agreement that is complete, clear and
unambiguous on its face must be enforced according to the
plain meaning of its terms'" (Legum v
Russo, 133 A.D.3d 638, 639, quoting MHR Capital
Partners LP v Presstek, Inc., 12 N.Y.3d 640, 645).
the defendants established, prima facie, that they did not
breach the Beech Street Agreement by placing the RR Office in
the Multiplan network and repricing its claims. Contrary to
the plaintiffs' contentions, the defendants afforded the
plaintiffs the contractually-required notice and opportunity
to object. The defendants complied with the Beech Street
Agreement by sending the March 2011 letters, which advised
Rayham that Multiplan had acquired Beech Street and that
claims would be processed under the Multiplan fee schedule,
to the address expressly required by the contract for such
written notices (see Global Events LLC v Manhattan Ctr.
Studios, Inc., 123 A.D.3d 449, 449; Foley Prods. v
Singer Corp., 133 A.D.2d 531, 531; see also FG
Harriman Commons, LLC v FBG Owners, LLC, 75 A.D.3d 527,
528). Contrary to the plaintiffs' contention, it was not
improper for Multiplan, as opposed to Beech Street, to send
the March 2011 letters, as it met the definition of a
"Beech affiliate" under the Beech Street Agreement.
To the extent the plaintiffs argue that the defendants did
not present evidence conclusively establishing the date,
destination, and method for sending the letters, this
argument, raised for the first time on appeal, is not
properly before this Court (see Yong U Lee v Huan Wen
Zhang, 133 A.D.3d 651, 652). Since the defendants
provided Rayham with proper notice that the Beech Street
Agreement would be amended so as to subject claims to the
Multiplan fee schedule, and Rayham failed to object in
writing within the 30-day notice period, the amendment took
effect, as stated in the letters, on July 15, 2011.
defendants further established, prima facie, that the RR
Office's subsequent enrollment in their networks was
pursuant to the plaintiffs' voluntary request. The
defendants established, prima facie, that they did not breach
the Beech Street Agreement by enrolling the RR Office in
their networks and processing their claims under the
Multiplan fee schedule by submitting the letter that the
plaintiffs faxed to Beech Street in November 2011 requesting
that the RR Office be added "to our profile"
(see Countrywide Home Loans, Inc. v United Gen. Tit. Ins.
Co., 109 A.D.3d 953, 953-954; Bradco Homes v