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Hayes v. Northern Hills General Hospital3/10/1999
ividual professional corporation upon approval of 3/4 majority of the board of directors. A 1990 revision to the Medical Services Contract provided for termination without cause, if the termination was approved by the entire board of directors except the individual professional corporation to be terminated. This revision was added to the contracts of all the practicing doctors so that BHMC could terminate a doctor without cause.
[ ] It is Hayes' position that since the medical services contract was with Hayes, P.C., he was individually entitled to vote on the termination. His argument follows that to have the unanimous consent to terminate the contract of Hayes P.C. without cause Hayes individually must vote in favor of termination.
[ ] The trial court found there was no distinction between Hayes and Hayes, P.C. for the purpose of construing the contractual terms. Therefore, under the contract, Hayes was not allowed a vote to determine whether Hayes, P.C. should be terminated. This count was also dismissed in summary judgment.
[ ] As construction of a written contract is a question of law we are free to read the contract de novo. Olson v. United States Fidelity and Guar. Co., 1996 SD 66, ยง 6, 549 NW2d 199, 200. "The primary rule in construction of contracts is that the court must, if possible, ascertain and give effect to the mutual intention of the parties." S & S Trucking v. Whitewood Motors, Inc., 346 NW2d 297, 299 (SD 1994) (citing GMS, Inc. v. Deadwood Social Club, Inc., 333 NW2d 442 (SD 1983); Forester v. Weber, 298 NW2d 96 (SD 1980)). "In determining the intent of the parties, we must consider the entire contract." Id. (citing Chord v. Pacer Corp., 326 NW2d 224 (SD 1982).
[ ] We find the contract is clear and Hayes does not get to vote on his termination. To follow Hayes' interpretation would mean that the board would never be able to terminate anyone without cause. This would defeat the intentions of the parties in contracting under the 1990 amendment, as they were seeking a means to terminate "without cause" under the contract. As there is no genuine issue of material fact as to this issue, summary judgment was proper.
[ ] Hayes also raises the claim of wrongful termination. As Hayes termination was completed according to the contract provisions and he could be terminated without cause we find this argument to be without merit. We affirm.
[ ] MILLER, Chief Justice, and SABERS and KONENKAMP, Justices, and TRANDAHL, Circuit Judge, concur.
[ ] TRANDAHL, Circuit Judge, sitting for AMUNDSON, Justice, disqualified.
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