[73] WARREN, P. J.
Plaintiff is a pathologist who provided professional services to defendant Merle West Medical Center pursuant to a written contract. He brought an action against defendant for breach of that contract for failure to pay amounts allegedly due him for his services. Defendant appeals from a judgment entered on a jury verdict in favor of plaintiff. Plaintiff cross-appeals from rulings limiting evidence. We affirm on the appeal and on the cross-appeal.
The parties’ dispute centers on paragraph 4 of their contract,1 which provides:
“4. Additional Compensation and Billing: Hospital will bill professional fees to the patient and maintain records to identify the physician component by physician. It shall report to Pathologists their respective components on a monthly basis. On or before September 15 of each year, Hospital shall pay to each Pathologist the amount, if any, by which 90 percent of the professional fee for pathological services received by the Hospital exceeds $138,889.00 per year. The professional fees billed by the Hospital shall be determined by the Hospital in such amount as it deems appropriate, but shall not exceed the current Medicare screens.”
Plaintiffs second amended complaint alleged, inter alia, that defendant was required to compensate plaintiff pursuant to paragraph 4 and that defendant had breached the contract
“in that it failed to record, bill and collect [plaintiffs] professional fees for services performed, failed to pay him compensation due under the contract, and failed to make payments in the time required.”
Before trial, defendant filed a motion in limine asking that “[p]laintiff be instructed not to offer evidence that will vary the terms of the written contract.” The court granted the motion.
The evidence at trial showed that, for insurance billing purposes, pathology services such as those performed by [74] plaintiff for defendant are charged to payors based on Physician’s Current Procedural Terminology (CPT) codes. Defendant used those codes, which describe the medical services provided to patients and determine the amount to be charged and paid for them. Plaintiff presented evidence that, throughout the six years that plaintiff performed under the contract, defendant regularly used the wrong CPT codes to charge payors for pathology services performed by plaintiff and did not charge at all for a significant portion of plaintiffs services. The jury found that defendant had breached the contract and awarded plaintiff $280,000 in damages.
On appeal, defendant assigns error to the submission to the jury of the issue of the compensation due plaintiff.2 It argues that paragraph 4 of the contract gave it complete discretion whether to bill for plaintiffs services. It contends that in ruling on its motion in limine, the court held that paragraph 4 was unambiguous “in its entirety.” It follows that it could not be liable to plaintiff, defendant maintains, because plaintiffs claim was premised on defendant’s alleged failure to bill for plaintiffs services.
Plaintiff agrees that the contract gave defendant the discretion to determine the amount to bill for his services. He contends, however, that the contract did not give defendant “unfettered discretion to bill or not, at its whim, professional fees for the services [that p]laintiff performed” and that defendant’s assertion that the court held that the contract was free of ambiguity “significantly overstates the court’s rulings.”
We agree with plaintiff that the court’s ruling on the motion in limine did not extend as far as defendant asserts. The issue on that motion was whether the amount due plaintiff under paragraph 4 was to be based on the amount billed by defendant each year for professional pathology services or on the amount received each year. Defendant contended that paragraph 4 unambiguously provided that the calculation [75] was to be based on the annual receipts. The court agreed with defendant and granted defendant’s motion for partial summary judgment and its motion in limine on that basis.3
That ruling did not encompass a decision on whether the contract unambiguously gave defendant the right to decide whether to bill for plaintiffs services. Defendant did not raise the issue about its discretion to bill for services until it moved for a directed verdict.4 Hence, the court’s prior rulings did not address that issue and therefore have no bearing on whether it erred in denying defendant’s motion for a directed verdict.
The court did not explain the reason that it denied defendant’s directed verdict motion. Plaintiff posits that the court could have determined (1) that the contract did not give defendant unfettered discretion whether to bill for plaintiffs services or (2) that the contract was ambiguous about defendant’s billing obligations, thereby presenting an issue for the jury to decide or (3) that, independently of either of those reasons, the jury was entitled to decide whether defendant breached its obligation of good faith and fair dealing in performing its billing obligations. We agree with plaintiff that, on any of those grounds, the trial court’s ruling was correct.
Defendant’s argument depends on its position that paragraph 4 gives it discretion whether to bill. We conclude [76] that the contract does not give it that discretion. Paragraph 4 is entitled “Additional Compensation,” which has meaning only if there is to be such compensation. The language specifies that “Hospital will bill professional fees,” not that it “may bill,” and that hospital “will maintain records to identify the physician component by physician” and “shall report * * * on a monthly basis.” (Emphasis supplied.) The requirements for detailed and periodic reporting to the physician have meaning only if defendant is billing. Furthermore, the discretion that paragraph 4 gives defendant assumes that there will be bills for sums of money: “professional fees billed by the Hospital shall be determined by the Hospital in such amount as it deems appropriate[.]” (Emphasis supplied.) We do not agree with defendant’s claim that, as a matter of law, incorrect charges or no charges at all are within defendant’s discretion.
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[73] WARREN, P. J.
Plaintiff is a pathologist who provided professional services to defendant Merle West Medical Center pursuant to a written contract. He brought an action against defendant for breach of that contract for failure to pay amounts allegedly due him for his services. Defendant appeals from a judgment entered on a jury verdict in favor of plaintiff. Plaintiff cross-appeals from rulings limiting evidence. We affirm on the appeal and on the cross-appeal.
The parties’ dispute centers on paragraph 4 of their contract,1 which provides:
“4. Additional Compensation and Billing: Hospital will bill professional fees to the patient and maintain records to identify the physician component by physician. It shall report to Pathologists their respective components on a monthly basis. On or before September 15 of each year, Hospital shall pay to each Pathologist the amount, if any, by which 90 percent of the professional fee for pathological services received by the Hospital exceeds $138,889.00 per year. The professional fees billed by the Hospital shall be determined by the Hospital in such amount as it deems appropriate, but shall not exceed the current Medicare screens.”
Plaintiffs second amended complaint alleged, inter alia, that defendant was required to compensate plaintiff pursuant to paragraph 4 and that defendant had breached the contract
“in that it failed to record, bill and collect [plaintiffs] professional fees for services performed, failed to pay him compensation due under the contract, and failed to make payments in the time required.”
Before trial, defendant filed a motion in limine asking that “[p]laintiff be instructed not to offer evidence that will vary the terms of the written contract.” The court granted the motion.
The evidence at trial showed that, for insurance billing purposes, pathology services such as those performed by [74] plaintiff for defendant are charged to payors based on Physician’s Current Procedural Terminology (CPT) codes. Defendant used those codes, which describe the medical services provided to patients and determine the amount to be charged and paid for them. Plaintiff presented evidence that, throughout the six years that plaintiff performed under the contract, defendant regularly used the wrong CPT codes to charge payors for pathology services performed by plaintiff and did not charge at all for a significant portion of plaintiffs services. The jury found that defendant had breached the contract and awarded plaintiff $280,000 in damages.
On appeal, defendant assigns error to the submission to the jury of the issue of the compensation due plaintiff.2 It argues that paragraph 4 of the contract gave it complete discretion whether to bill for plaintiffs services. It contends that in ruling on its motion in limine, the court held that paragraph 4 was unambiguous “in its entirety.” It follows that it could not be liable to plaintiff, defendant maintains, because plaintiffs claim was premised on defendant’s alleged failure to bill for plaintiffs services.
Plaintiff agrees that the contract gave defendant the discretion to determine the amount to bill for his services. He contends, however, that the contract did not give defendant “unfettered discretion to bill or not, at its whim, professional fees for the services [that p]laintiff performed” and that defendant’s assertion that the court held that the contract was free of ambiguity “significantly overstates the court’s rulings.”
We agree with plaintiff that the court’s ruling on the motion in limine did not extend as far as defendant asserts. The issue on that motion was whether the amount due plaintiff under paragraph 4 was to be based on the amount billed by defendant each year for professional pathology services or on the amount received each year. Defendant contended that paragraph 4 unambiguously provided that the calculation [75] was to be based on the annual receipts. The court agreed with defendant and granted defendant’s motion for partial summary judgment and its motion in limine on that basis.3
That ruling did not encompass a decision on whether the contract unambiguously gave defendant the right to decide whether to bill for plaintiffs services. Defendant did not raise the issue about its discretion to bill for services until it moved for a directed verdict.4 Hence, the court’s prior rulings did not address that issue and therefore have no bearing on whether it erred in denying defendant’s motion for a directed verdict.
The court did not explain the reason that it denied defendant’s directed verdict motion. Plaintiff posits that the court could have determined (1) that the contract did not give defendant unfettered discretion whether to bill for plaintiffs services or (2) that the contract was ambiguous about defendant’s billing obligations, thereby presenting an issue for the jury to decide or (3) that, independently of either of those reasons, the jury was entitled to decide whether defendant breached its obligation of good faith and fair dealing in performing its billing obligations. We agree with plaintiff that, on any of those grounds, the trial court’s ruling was correct.
Defendant’s argument depends on its position that paragraph 4 gives it discretion whether to bill. We conclude [76] that the contract does not give it that discretion. Paragraph 4 is entitled “Additional Compensation,” which has meaning only if there is to be such compensation. The language specifies that “Hospital will bill professional fees,” not that it “may bill,” and that hospital “will maintain records to identify the physician component by physician” and “shall report * * * on a monthly basis.” (Emphasis supplied.) The requirements for detailed and periodic reporting to the physician have meaning only if defendant is billing. Furthermore, the discretion that paragraph 4 gives defendant assumes that there will be bills for sums of money: “professional fees billed by the Hospital shall be determined by the Hospital in such amount as it deems appropriate[.]” (Emphasis supplied.) We do not agree with defendant’s claim that, as a matter of law, incorrect charges or no charges at all are within defendant’s discretion.
The determination of the parties’ intent on that issue presented an issue for the jury. See Meskimen v. Larry Angell Salvage Co., 286 Or 87, 92-93, 592 P2d 1014 (1979) (if agreement is ambiguous, its meaning is a matter to be decided by the trier of fact when extrinsic evidence is received).5 Furthermore, even if defendant had the discretion it claims, the jury was entitled to decide whether defendant breached its obligation of good faith and fair dealing in performing its billing obligations. See Tolbert v. First National Bank, 312 Or 485, 494, 823 P2d 965 (1991) (amount of NSF fee was within unilateral discretion of defendant but whether changes in fees were made in good faith to be decided by reasonable contractual expectations of the parties). The trial court did not err in denying defendant’s motion for a directed verdict and submitting the compensation issue to the jury.
Because of our decision on defendant’s appeal, we need not address plaintiffs cross-assignment of error. We turn, therefore, to plaintiffs cross-appeal. Plaintiff assigns error to the trial court’s grant of defendant’s motion in limine, precluding plaintiff from offering evidence to explain the meaning of the following provision of the contract. He argues [77] that the third sentence of paragraph 4 is inherently ambiguous. It provides:
“On or before September 15 of each year, Hospital shall pay to Pathologist the amount, if any, by which 90 percent of the professional fee for pathological services received by the Hospital exceeds $138,889.00 per year.”
Plaintiff contends that under the contract, he was entitled to have his extra compensation based on the amount the hospital billed, not its receipts. He further contends that the sentence is ambiguous and that, without extrinsic evidence, it cannot be determined whether additional compensation is based on amounts billed by the hospital for pathological services or on amounts received by the hospital for pathological services. If the latter, the compensation is based on the Hospital’s annual billings for those services. If the former, the compensation is based on the Hospital’s annual receipts for plaintiffs professional services.
We review a ruling whether contractual language is ambiguous for errors of law. Hauge v. Vanderhave, 121 Or App 221, 224, 854 P2d 1002, rev den 317 Or 583 (1993). A contract provision is ambiguous if it has no definite significance or if it is capable of more than one sensible and reasonable interpretation; it is unambiguous if its meaning is so clear as to preclude doubt by a reasonable person. May v. Chicago Insurance Co., 260 Or 285, 292-93, 490 P2d 150 (1971).
The trial court was correct. The phrase cannot be read reasonably to mean what plaintiff contends. The first, second and fourth sentences in paragraph 4 of the parties’ contract refer to the professional fees billed. The third sentence in the paragraph, which provides the formula for the computation of the additional compensation, refers only to the amount of the fees “received.” It makes no reference to the amounts billed. Plaintiffs entitlement to “additional compensation” accrued when the hospital received payments for services in excess of $138,889.00 per year. The trial court properly granted defendant’s motion in limine and we affirm on plaintiffs cross-appeal.
Affirmed on appeal and cross-appeal.