RUFFIN, Presiding Judge.
Alleging that he received negligent medical treatment, James Gary Nelson sued MCG Health, Inc. ("MCGHI"), the Medical College of Georgia Physicians Practice Group ("PPG"), the Board of Regents of the University System of Georgia d/b/a The Medical College of Georgia ("the Regents"), and several physicians and nurses.
Case No. A04A0824
"Summary judgment is appropriate when the evidence, construed most favorably to the nonmoving party, demonstrates that no genuine issues of material fact remain and the moving party is entitled to judgment as a matter of law."
Arguing that it did not operate the hospital in September 1998, employ any of the persons involved in Nelson's treatment, or exercise any control over the treatment, MCGHI moved for summary judgment. In response, Nelson conceded that MCGHI did not operate the hospital at the time of treatment or control the actions of his medical providers. He argued, however, that pursuant to the lease agreement with the Regents, MCGHI assumed the hospital's past obligations and liabilities, rendering MCGHI potentially liable for the alleged negligence. The trial court agreed that questions of fact remain as to MCGHI's liability and denied the summary judgment motion. We find no error.
1. As part of the lease transaction, MCGHI and the Regents executed several agreements regarding the parties' rights and obligations. Under the parties' Affiliation Agreement and Amended Master Affiliation Agreement, MCGHI agreed to "assume, and ... perform and discharge, all of the liabilities and obligations of [the] Regents and MCG (whether to pay money or otherwise) which were incurred or arose in connection with the Leased Facilities or Assets, whether known or unknown, contingent or otherwise." The transfer agreement, which contains similar language, further specifies that MCGHI assumed liabilities "arising before or after the Closing Date or before or after the Transfer Date." And the Agreement as to Assignment and Assumption reiterates that MCGHI "does hereby assume and become obligated and liable for and shall perform and discharge all of [the] Regents' liabilities and obligations under or pursuant to the ... Assumed Liabilities."
On appeal, MCGHI argues that, as a nonparty to these agreements, Nelson lacks standing to enforce such provisions. According to MCGHI, Nelson is not an intended third-party beneficiary of the contracts and thus cannot rely upon the assumption of liabilities language.
In Gwinnett Hosp. System v. Massey,
As in this case, GHS argued that the plaintiff could not rely upon the assumption of liabilities provision because she was not an intended third-party beneficiary of the transfer agreement. Rejecting this argument, we
Based on this same reasoning, MCGHI is not entitled to summary judgment simply because it did not control the hospital's operations in September 1998. MCGHI assumed responsibility for liabilities involving the hospital that arose before or after the July 1, 2000 transfer date, "whether known or unknown, contingent or otherwise." We further note that the assumption of liabilities provisions are not indemnity clauses subjecting MCGHI to suit only if liability is first found against the Regents. Instead, the language constitutes "a straightforward acceptance of liabilities by [MCGHI]."
2. MCGHI further argues that, even if the assumption of liabilities language permits a direct action, the liability at issue here is specifically excluded from the assumed liabilities. MCGHI notes that, under the agreements, it did not assume any pre-transfer liabilities or obligations that
MCGHI, however, has pointed to no evidence — and in fact has presented no argument showing — that the liability in question is covered under such programs of insurance or self-insurance. Instead, it simply claims that OCGA § 50-21-29(b) limits the Regents' liability to $1,000,000 for a single occurrence and $3,000,000 aggregated per occurrence.
We agree that OCGA § 50-21-29(b) limits the amount of damages that can be recovered under the Georgia Tort Claims Act.
3. Finally, MCGHI argues that Nelson cannot use the indemnification language in the contracts or the fact that MCGHI purchased liability insurance to avoid summary judgment. As found in Division 1, however, the trial court properly denied MCGHI's summary judgment motion based on the assumption of liabilities language in the various transfer documents. Accordingly, these remaining arguments are moot.
Case No. A04A0825
In his cross-appeal, Nelson argues that the trial court erred in granting summary judgment to PPG. According to Nelson, questions of fact remain as to whether PPG is liable for the allegedly negligent medical treatment under a respondeat superior theory based on employer-employee and agency principles. We disagree.
4. The record shows that, at the relevant time, PPG was a nonprofit association
Under OCGA § 51-2-2, "[e]very person shall be liable for torts committed by ... his servant by his command or in the prosecution and within the scope of his business, whether the same are committed by negligence or voluntarily." The term "employment" has been defined as "`the existence of the relationship of master and servant.'"
Nelson has pointed to no evidence that PPG had the right to control the activities of the medical personnel who allegedly provided him negligent treatment. In fact, the record shows that it had no such control. Beckum testified that PPG had no right to — and did not — control the medical practice of any person who treated Nelson. According to Beckum, PPG "had no say" in patient care. Rather, PPG acted as a billing and administrative organization that collected payments for medical services and disbursed funds for the benefit of and at the direction of MCG.
Nelson argues that, because PPG provided many services that an employer offers, questions of fact remain as to whether an employer-employee relationship existed between PPG and its member medical providers. In particular, he cites evidence that PPG billed and collected money for time spent by physicians at the medical school, paid various benefits, insurance premiums, and expenses for physicians, negotiated insurance policies, and collected money used to fund portions of physician salaries. He further notes that PPG maintains medical malpractice insurance for itself.
None of this evidence, however, demonstrates an employer-employee relationship between PPG and the medical providers. Undoubtedly, the money collected by PPG through its billing services was used to fund physician salaries, as well as individual physicians' benefits and business expenses. The salaries, however, were actually paid by MCG, and Beckum testified that MCG employed the physicians. Furthermore, PPG funded benefits at the direction of MCG. And the funds were distributed pursuant to budgets prepared by MCG, without any input from PPG, which was not involved in deciding "how the funds [were] spent."
The record shows that PPG had no control over the medical providers' activities and was not their employer. Accordingly, the trial court properly granted PPG summary judgment on Nelson's claims against PPG based on an alleged employer-employee relationship.
5. Nelson also argues that PPG is vicariously liable for the medical providers' negligence based on an agency theory. Under Georgia law, "`[a] principal is responsible for the actions of its agent acting on its
On appeal, Nelson asserts that an agency relationship exists because "the attending doctors clearly authorized PPG to act on their behalf in billing in their names, entering into contracts, collecting and disbursing monies back to them in the nature of salaries, repayment of expenses and payment of employment benefits." This evidence, however, does not demonstrate that PPG controlled the time or manner of the physicians' work. Furthermore, to the extent Nelson contends that PPG acted not as a principal, but as the doctors' agent,
ELDRIDGE and ADAMS, JJ., concur.