Schreiber v. Connecticut Surgical Group, P.C.

901 A.2d 1277, 96 Conn. App. 731, 2006 Conn. App. LEXIS 355
CourtConnecticut Appellate Court
DecidedAugust 1, 2006
DocketAC 26677
StatusPublished
Cited by5 cases

This text of 901 A.2d 1277 (Schreiber v. Connecticut Surgical Group, P.C.) is published on Counsel Stack Legal Research, covering Connecticut Appellate Court primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
Schreiber v. Connecticut Surgical Group, P.C., 901 A.2d 1277, 96 Conn. App. 731, 2006 Conn. App. LEXIS 355 (Colo. Ct. App. 2006).

Opinion

Opinion

BERDON, J.

The plaintiff, Jonathan S. Schreiber, a plastic surgeon, appeals from the judgment of the trial court in favor of the defendant, Connecticut Surgical Group, P.C. The plaintiff claims that the court’s finding and judgment on the quantum meruit claim in the second count of his complaint were contrary to the evi-[733]*733dcnce and the law. We do not agree and affirm the judgment of the trial court.

The plaintiff brought this action against the defendant, alleging breach of contract in the first count and quantum meruit in the second count. The court, after a trial to the court, rendered judgment in favor of the defendant on both counts of the complaint. The plaintiff then brought this appeal, challenging the court’s finding and judgment on the quantum meruit claim. The plaintiff does not take issue with the court’s ruling on the breach of contract claim.

The following facts and procedural history are relevant to our resolution of the claim on appeal. In July, 1995, the plaintiff was employed by the defendant, a professional corporation that comprises approximately seventy medical doctors who perform various types of surgery in the Hartford area. A contract signed by the parties, effective July 10,1995, and terminating on June 30, 1999, set forth the terms of the plaintiffs employment agreement. Paragraph four of the contract provided the terms of the plaintiffs compensation, which included, in addition to a base salary of $130,000, adjusted yearly in accordance with the consumer price index, a bonus payable at least quarterly or more often. The bonus was to be determined by the defendant corporation on the basis of the plaintiffs share of collected professional receipts, or accounts receivables, in excess of the base salary and practice costs and expenses, and multiplied by a percentage to increase from 20 percent to 35 percent as long as the plaintiffs excess collected professional receipts did not exceed $350,000.1 In the [734]*734event, however, that his excess collected professional receipts exceeded $350,000, the plaintiffs bonus would be based on a different, more lucrative formula.2

With regard to the ownership of assets, paragraph two of the contract provides: “All proceeds of your professional medical practice during this period [of employment] . . . will belong to the Corporation unless specifically provided to the contrary.” Paragraph nine of the contract also specifies: “During your employment period . . . your work [will not] give you any financial ownership in the Coiporation’s accounts receivable ... or other corporate assets other than the preceding bonus formula. You may be entitled to a bonus based upon your share of professional receipts received for which you have provided services ... in accordance with the terms of Paragraph 4.”

Throughout his employment, the plaintiff was paid a bonus on the basis of collected accounts receivables in addition to his base salary, according to the terms of the contract. Sometime in 1999, the defendant offered the plaintiff shareholder status in the defendant corporation. The plaintiff, however, declined the offer and [735]*735subsequently received a letter of termination from the defendant dated December 16, 1999, rescinding the offer in the event that it was not rejected and terminating the plaintiffs employment with the defendant. The letter also set forth that under the terms of the plaintiff s employment contract, he was entitled to ninety days notice of termination and during the termination period he would continue to receive his salary.3 The court found that the defendant did not obligate itself to pay the plaintiff any bonus, as it had in the original contract. The court also found that the letter of termination was not an amendment to the original contract but a new, unilateral commitment by the defendant to the plaintiff.

The plaintiff continued to provide services pursuant to this letter until March 17, 2000, the expiration date of the ninety day period. Through December 31, 1999, the plaintiff was paid in accordance with the compensation plan under the original contract. In early 2000, the defendant also distributed to the plaintiff his share of the collected accounts receivable over the length of the original contract. For his work in 2000, after he received the termination letter, the plaintiff received his monthly compensation but was not paid for accounts receivable collected during this period, from January 1 to March 17, 2000. See footnote 4.

Subsequently, the plaintiff brought this action for breach of contract and quantum meruit to claim his share of the accounts receivables collected during the first quarter of 2000 or until his departure on March 17, 2000. As to the breach of contract claim, the court found that the plaintiffs last ninety days of employment were not governed by the original contract because it had [736]*736expired on June 30, 1999. Although the defendant distributed to the plaintiff a bonus on the basis of his share of accounts receivables through the end of 1999, it was under no obligation to do so because the original contract had expired. The court concluded that the plaintiff had no entitlement to any bonus for accounts receivables collected in 2000.4

As to the quantum meruit claim, the court explained that for the plaintiff to recover on the basis of quantum meruit, the court must find that the language of the original contract and termination letter did not contain the complete terms of those agreements. The court then found that the terms of the original contract and the termination letter were unambiguous and had been performed by the plaintiff without objection. Concluding that it was thus confined to the terms of the agreements, the court also found in favor of the defendant under the quantum meruit claim.

The issue on appeal is whether the court improperly denied the plaintiffs quantum meruit claim because, as the plaintiff argues, contrary to the court’s finding, the original contract and the letter of termination did not contain the entire terms of the agreement between the parties. The plaintiff appears to maintain, more specifically, that the provision in the contract that explains that his compensation “for the purpose of salary,” should his gross receipts “cumulative surplus exceefd] [737]*737$500,000,” “will be on the same basis as that in effect for shareholders at that time,” was incomplete and unclear. Thus deficient, the plaintiff argues, it is necessary to look beyond the four comers of the contract and refer, in particular, to the past dealings of the parties in order to understand the agreement between them. The plaintiff further asserts that the defendant unjustly was enriched by the compensation that should have gone to the plaintiff and that, under the theory of quantum memit, he is entitled to recover the reasonable value of services rendered.

We now set forth our standard of review. “[Qjuantum meruit [is a form] of the equitable remedy of restitution by which a plaintiff may recover the benefit conferred on a defendant in situations where no express contract has been entered into by the parties. ... A determination of a quantum memit claim requires a factual examination of the circumstances and of the conduct of the parties . . . that is not a task for an appellate court [but rather for the trier of fact]. . . .

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Cite This Page — Counsel Stack

Bluebook (online)
901 A.2d 1277, 96 Conn. App. 731, 2006 Conn. App. LEXIS 355, Counsel Stack Legal Research, https://law.counselstack.com/opinion/schreiber-v-connecticut-surgical-group-pc-connappct-2006.