WILDER, J.
Plaintiff appeals as of right an order granting summary disposition to defendant in this dispute over "usual and customary charges" for medical care given to an uninsured patient. The trial court held that the "usual and customary charges" language of the parties' agreement was unambiguous and referred to the prices stated in defendant's "Charge Master," which are higher than the discounted prices charged to insured patients. We agree with the trial court, and therefore affirm.
Defendant is a nonprofit corporation that owns and operates hospitals, including the Saint Joseph Regional Medical Center, in Plymouth, Indiana. On December 1, 2005, plaintiff went to that hospital for medical care, and was admitted for treatment of a kidney stone. But plaintiff was uninsured, so she executed an agreement with the hospital, in which she promised to pay "for all services rendered to me at the Medical Center's usual and customary charges ...." (Emphasis added.) Defendant and its agents discharged their duties under the agreement, by providing medical services to treat plaintiff's ailment. Then, defendant billed plaintiff for the services. But plaintiff refused to pay the charges billed, and instead commenced this action, alleging, inter alia, that the "usual and customary charges" she promised to pay meant the discounted payments defendant accepts from health insurers and other third-party payors, for a majority of its patients, rather than the prices stated in defendant's "Charge Master." The Charge Master is an index of undiscounted charges defendant uses for its health care services to patients.
On appeal, plaintiff argues that the court erred by determining that the phrase "usual and customary charges" referred to the prices listed in defendant's Charge Master, rather than the discounted payments that defendant accepts for insured patients.
Our Supreme Court's contracts jurisprudence emphasizes the well-defined role of courts in contract disputes: viz., courts enforce unambiguous contract terms. Quality Prod. & Concepts Co. v. Nagel Precision, Inc., 469 Mich. 362, 375, 666 N.W.2d 251 (2003). We enforce contracts according to their terms, as a corollary of the parties' liberty of contracting. Rory v. Continental Ins. Co., 473 Mich. 457, 468, 703 N.W.2d 23 (2005). We examine written contractual language, and give the words their plain and ordinary meanings. Wilkie v. Auto-Owners Ins. Co., 469 Mich. 41, 47, 664 N.W.2d 776 (2003). An unambiguous contractual provision reflects the parties intent as a matter of law, and "[i]f the language of the contract is unambiguous, we construe and enforce the contract as written." Quality Prod. & Concepts Co., 469 Mich. at 375, 666 N.W.2d 251. Moreover, courts may not impose an ambiguity on clear contract language, Grosse Pointe Park v. Mich. Municipal Liability & Prop. Pool, 473 Mich. 188, 198, 702 N.W.2d 106 (2005), because Michigan courts honor parties' bargains and do not rewrite them, McDonald v. Farm Bureau Ins. Co., 480 Mich. 191, 197, 747 N.W.2d 811 (2008); see also Coates, 276 Mich.App. at 511 n. 7, 741 N.W.2d 539. For instance, courts generally may not attempt to evaluate whether a contract is one of "adhesion." See Rory, 473 Mich. at 477, 703 N.W.2d 23. "An `adhesion contract' is simply that: a contract. It must be enforced according to its plain terms unless one of the traditional contract defenses applies." Id.
On the other hand, a contract is ambiguous when two provisions "irreconcilably conflict with each other," or "when [a term] is equally susceptible to more than a single meaning," Coates, 276 Mich. App. at 503, 741 N.W.2d 539 (quotation marks and citations omitted). Only when contractual language is ambiguous does its meaning become a question of fact. Port Huron Ed. Ass'n v. Port Huron Area Sch. Dist, 452 Mich. 309, 323, 550 N.W.2d 228 (1996). The ancient common-law rule of contra proferentem (an agreement is construed against its drafter) is used only when there is a true ambiguity, and the parties' intent cannot be discerned through all conventional means, including extrinsic evidence. Klapp v. United Ins. Group Agency, Inc., 468 Mich. 459, 470-471, 663 N.W.2d 447 (2003). Courts may consult dictionary definitions to ascertain the plain and ordinary meaning of terms undefined in an agreement. Coates, 276 Mich.App. at 504, 741 N.W.2d 539. "Resort to dictionary definitions is acceptable and useful in determining ordinary meaning." Cowles v. Bank West, 476 Mich. 1, 34, 719 N.W.2d 94 (2006) (quotation marks and citation omitted).
In challenging the trial court's grant of summary disposition below, plaintiff contends that the phrase "usual and customary charges" is equally susceptible
Next, we note that plaintiff is in partial agreement with defendant on the application of the phrase usual and customary— namely, that plaintiff "promised to pay ... [defendant's] usual and customary charges" (emphasis supplied) for services rendered to her. Black's Law Dictionary (8th ed) defines "charge" as "[t]o demand a fee; to bill." Thus, plaintiff's claim does not hinge on the amount charged her; rather, plaintiff asserts that the phrase "usual and customary charges" reasonably refers to the amount defendant accepts as payment from the majority of its patients. Because it was undisputed that the amount defendant charged plaintiff was based on defendant's "Charge Master," resolution of this issue depends upon whether the phrase "usual and customary charges" reasonably references the "Charge Master."
Because Michigan caselaw does not directly address this issue in the context at hand, both parties cite the Nebraska Supreme Court decision in Midwest Neurosurgery, PC v. State Farm Ins. Cos., 268 Neb. 642, 686 N.W.2d 572 (2004), in support of their positions.
In any event, DiCarlo v. St. Mary Hosp., 530 F.3d 255, 260 (C.A.3, 2008),
The instant case is nearly identical to DiCarlo. In both cases, the parties executed financial agreements not explicitly referencing the "Charge Master." Similarly, the defendants in both cases accepted discounted payments of which the plaintiffs in both cases were unaware and offered discounts to patients demonstrating financial need. DiCarlo, supra. Although plaintiff contends that DiCarlo is distinguishable because that case employed the phrase "all charges" as opposed to the phrase "usual and customary charge" as used in the financial agreement, this appears to be a distinction without a difference given the similar context of the financial agreements executed in both cases. Also, even though plaintiff asserts that DiCarlo is distinguishable because plaintiff does not dispute that the financial agreement at issue contains an open price term, recourse to DiCarlo is appropriate because it addresses the central issue of this case—namely whether the phrase "usual and customary charge"
Although plaintiff asserts that the trial court improperly examined the pleadings in making this determination, the court relied on the pleadings to show that plaintiff conceded a difference between the charges maintained in the "Charge Master" and the "discount payments" that defendant accepted under a variety of circumstances. This was not a utilization of extrinsic evidence. Rather, the court's point was that the pleadings undercut plaintiff's argument that the phrase "usual and customary charges" referred to the "discount payments" accepted by defendant.
Plaintiff asserts that in addition to Midwest Neurosurgery, caselaw from other jurisdictions supports her argument that "usual and customary charges" did not reasonably refer to the "Charge Master." However, all the cited cases are distinguishable from the instant case.
First, the Tennessee Supreme Court found in Doe v. HCA Health Servs. of Tennessee, Inc., 46 S.W.3d 191, 194, 197 (Tenn, 2001), that the defendant hospital's confidential "Charge Master" was insufficient to determine the plaintiff's charges where the form contract only indicated that the plaintiff was responsible for "charges not covered" under her insurance policy. The court held that without reference to the "Charge Master," the defendant hospital's charges were indefinite. Id. at 197. Here, however, there is no issue regarding whether the charges were indefinite. On the contrary, plaintiff conceded that patients' expectations are reasonably based on defendant's "Standard Charges" (i.e., "Charge Master"). Thus, Doe is distinguishable from this case.
Next, plaintiff cites Anonymous v. Monarch Life Ins. Co., 42 Misc.2d 308, 247 N.Y.S.2d 894 (N.Y.Dist., 1964), a New York District Court case, in support of her argument. However, Monarch Life Ins Co pertained to the interpretation of "usual and customary charges" in an insurance policy rather than the price mechanism hospitals use to determine such charges at issue in this case. Id. at 896. Similarly, although defendant cites the Florida Court of Appeals finding in Payne v. Humana Hosp. Orange Park, 661 So.2d 1239, 1241 & n. 2 (Fla.App., 1995), that a reasonable price is implied in a contract where the contract fails to fix a price, the parties in that case disagreed on whether the defendant hospital's contract prices were set and ascertainable. In contrast, here, there is no issue pertaining to whether defendant's charges are ascertainable. Servedio v. Our Lady of the Resurrection Med Ctr, unpublished memorandum opinion of the Illinois Circuit Court, issued January 6,
Plaintiff further contends that the trial court's reliance on the Arizona Court of Appeals decision in Banner Health v. Med. Savings Ins. Co., 216 Ariz. 146, 148-151, 163 P.3d 1096 (Ariz.App., 2007), was misplaced. Plaintiff is wrong. In Banner Health, the Arizona Court of Appeals found that the phrase "usual and customary charges" did not constitute an open price term because the patient agreement specified that such charges referred to "those rates filed annually with the Arizona Department of Health Services." Despite the fact that defendant, here, was not required by law to file its "Charge Master" with the state, the issue in this case does not pertain to an open price term, and that case is also distinguishable. In any event, the trial court cited Banner merely to distinguish charges from discount payments. Therefore, this argument is meritless.
Plaintiff also argues that the trial court misconstrued the no-fault motor vehicle insurance act, MCL 500.3101 et seq., in finding that Michigan's jurisprudence supported the conclusion that "usual and customary charges" unambiguously referenced the "Charge Master" rather than "discount payments." In making her argument, plaintiff contends that the no-fault act is not instructive because the statutory language in the no-fault act is different from, and therefore may not be applied to, the contractual language in the parties' financial agreement. Specifically at issue is MCL 500.3107(1)(a), requiring insurers to pay "all reasonable charges incurred for reasonably necessary products, services and accommodations for an injured person's care, recovery, or rehabilitation," and MCL 500.3157, requiring that health care charges be "reasonable" and not exceed the amount "customarily charge[d]" for similar services rendered to uninsured patients.
However, the court did not rely upon caselaw interpreting the no-fault act to apply the statutory provisions of the nofault act to the contractual provision at issue in this case as plaintiff asserts. On the contrary, the court merely cited cases interpreting the no-fault act to demonstrate how Michigan caselaw has consistently found that discounted payments accepted by health care providers are irrelevant to the determination whether health care providers' charges are "customary" under § 3157. See Munson Med. Ctr. v. Auto Club Ins. Ass'n, 218 Mich.App. 375, 381-385, 554 N.W.2d 49 (1996) (finding that a "customary charge" under § 3157 of the no-fault act refers to the amount a health care provider charges rather than the amount accepted as payment), and Hofmann v. Auto Club Ins. Ass'n, 211 Mich.App. 55, 113, 535 N.W.2d 529 (1995) (rejecting the insurance provider's argument that the "customary charge" under § 3157 referred to the amount that an insurance provider paid for the services rather than the amount it was charged for the services).
In any event, the trial court did not rely upon the no-fault act in interpreting the financial agreement, but merely noted that its reasoning was consistent with Michigan courts' interpretation of "customary" charges under the no-fault scheme. Thus, plaintiff's argument is without merit.
Affirmed.