Opinion
Civ. No. 03-2227(JNE/JGL).
September 30, 2004
Joseph M. Hoffman, Esq., appeared for Plaintiff Team Nursing Services, Inc.
Blake Shepard, Jr., Esq., and Brian W. Thompson, Esq., appeared for Defendant The Evangelical Lutheran Good Samaritan Society.
ORDER
Team Nursing Services, Inc. (Team Nursing) brought this action against The Evangelical Lutheran Good Samaritan Society d/b/a University Good Samaritan Center (Good Samaritan) alleging breach of contract. The case is before the Court on Good Samaritan's Motion for Summary Judgment.
I. BACKGROUND
Team Nursing is engaged in the business of recruiting nurses from foreign countries, primarily Nigeria and the Philippines, to work for healthcare facilities in the United States. Good Samaritan operates nursing home facilities in various locations in the United States.
On October 20, 1999, Team Nursing and Good Samaritan entered into an Agreement to Recruit Foreign Nurses (Agreement). Under the Agreement, Team Nursing recruited foreign nurse candidates interested in working for Good Samaritan in the U.S.; gathered records relating to the candidates' qualifications, education, work histories and professional licensures; and assisted the candidates in completing forms necessary to obtain INS approval and work visas to lawfully enter the U.S. to begin work at a Good Samaritan facility. In return, Good Samaritan paid Team Nursing, for each nurse recruited, 25% of the greater of (i) $35,000 or (ii) the nurse's first year salary, with payment due after the nurse arrived at Good Samaritan.
The parties operated under the Agreement for approximately three years. During that time, Good Samaritan hired roughly 30 nurses recruited by Team Nursing. In November 2002, Good Samaritan wrote to the INS and withdrew the I-140 petitions it had previously submitted on behalf of 34 foreign nurses who had been recruited by Team Nursing. In December 2002, after withdrawing its I-140 petitions, Good Samaritan gave Team Nursing 30-days written notice that it was terminating the Agreement.
Before a foreign nurse can immigrate to the United States, the nurse's prospective employer in the United States must file an I-140 petition with the INS on behalf of the nurse. The INS must approve the petition before the nurse can immigrate here.
Team Nursing commenced this lawsuit against Good Samaritan in February 2003. The one-count Complaint alleges that, "Good Samaritan breached its contract with Team Nursing by refusing to pay Team Nursing for its services as promised by the Agreement." Team Nursing seeks its recruiting fees for the 34 nurses whose I-140 petitions Good Samaritan withdrew.
Four days after discovery had closed, Team Nursing sought the Court's permission to amend its Complaint to assert a claim for breach of the implied covenant of good faith. By Order dated November 21, 2003, Chief Magistrate Judge Lebedoff denied the motion. Team Nursing did not appeal that Order. It does, however, attempt to resurrect the issue in its opposition brief. Because the November 21, 2003 Order is not "clearly erroneous" or "contrary to law," the Court affirms the Order and Team Nursing's appeal is denied. See 28 U.S.C. § 636(b)(1)(A) (2000); Fed.R.Civ.P. 72(a); D. Minn. R. 72.1(b)(2).
II. DISCUSSION
Summary judgment is proper "if the pleadings, depositions, answers to interrogatories, and admissions on file, together with the affidavits, if any, show that there is no genuine issue as to any material fact and that the moving party is entitled to a judgment as a matter of law." Fed.R.Civ.P. 56(c). The moving party "bears the initial responsibility of informing the district court of the basis for its motion," and must identify "those portions of [the record] which it believes demonstrate the absence of a genuine issue of material fact." Celotex Corp. v. Catrett, 477 U.S. 317, 323 (1986). If the moving party satisfies its burden, Rule 56(e) requires the nonmoving party to respond by submitting evidentiary materials that designate "specific facts showing that there is a genuine issue for trial." Matsushita Elec. Indus. Co. v. Zenith Radio Corp., 475 U.S. 574, 587 (1986). In determining whether summary judgment is appropriate, a court must look at the record and any inferences to be drawn from it in the light most favorable to the nonmoving party. Anderson v. Liberty Lobby, Inc., 477 U.S. 242, 255 (1986).
Under Minnesota law, the interpretation of an unambiguous contract presents a question of law. Trondson v. Janikula, 458 N.W.2d 679, 681 (Minn. 1980). The initial question of whether a contract is ambiguous is a question to be decided by the trial court. Lamb Plumbing Heating Co. v. Kraus-Anderson, 296 N.W.2d 859, 862 (Minn. 1980). When making this determination, the court must give the contract language its plain and ordinary meaning. Current Tech. Concepts, Inc. v. Irie Enter., Inc., 530 N.W.2d 539, 543 (Minn. 1995). Ambiguity exists if the language of a contract is reasonably susceptible to more than one meaning. Trondson, 458 N.W.2d at 681. A contract cannot, however, be considered ambiguous solely because the parties dispute the proper interpretation of the terms. Knudsen v. Transp. Leasing, 672 N.W.2d 221, 223 (Minn.Ct.App. 2003).
The parties' disagreement hinges on their different interpretations of the proper scope of two provisions of the Agreement. The first provision in dispute grants Good Samaritan "final discretion on whether to accept an individual nurse as an employee." Team Nursing argues that Good Samaritan "accepted" the individual nurses as employees when Good Samaritan submitted I-140 petitions on behalf of the nurses. Team Nursing asserts that when Good Samaritan submitted I-140 petitions, it made irrevocable offers of employment to the nurses, and its obligation to pay recruiting fees accrued at that point unless the nurses did not obtain permission to come to the United States. In support of this argument, Team Nursing points to the second disputed provision of the Agreement: "In the event of any termination by either party, all applications already submitted to the INS shall be considered valid and carried in accordance with the terms of the [Agreement]." Good Samaritan argues that if this provision is to have any meaning or effect, the Agreement must be construed to generally limit Good Samaritan's discretion to decline to accept the nurses after it submits I-140 petitions on the nurses' behalfs.
In response, Good Samaritan argues that the Agreement gives it broad discretion to decline to hire the nurses; there is no provision limiting the exercise of that discretion to the period before it submits the I-140 petitions. In fact, Good Samaritan argues that there are provisions in the Agreement that suggest that Good Samaritan was free to exercise its discretion at any time before the nurses actually arrived at Good Samaritan's facility. Good Samaritan also argues that this interpretation of the Agreement is in no way inconsistent with the termination provision. The clause indicating that pending I-140 petitions would be considered valid is properly invoked when, and only when, there are I-140 petitions pending at the time the Agreement is terminated.
The Court concludes that the Agreement is unambiguous and that Team Nursing's interpretation is unsupported by the language of the Agreement. The Court cannot add to the Agreement provisions upon which Team Nursing and Good Samaritan have not agreed, see Knudsen, 672 N.W.2d at 224, and a review of the plain language of the Agreement requires the conclusion that they did not agree that Good Samaritan's power to exercise hiring discretion ceased upon submission of the I-140 petitions. Indeed, the fact that Good Samaritan could not even be billed under the Agreement until after the nurses arrived at Good Samaritan makes it clear that Good Samaritan had discretion to decline to employ the nurses until the nurses appeared at Good Samaritan's facility. This conclusion is supported by the Agreements' consistent reference to the foreign nurses as "conditional employee(s)" and "prospective employees," and is no way inconsistent with the termination provision. The plain language of the Agreement provides that pending INS applications were to be considered "valid" in the event of termination of the Agreement. Construing these provisions together, as the Court must, see Chergosky v. Crosstown Bell, 463 N.W.2d 522, 525 (Minn. 1990), the Court concludes that Good Samaritan's discretion was not limited until the nurses arrived at its facility ready to work unless the Agreement was terminated while there were I-140 petitions pending. Therefore, Good Samaritan did not exceed the scope of its discretion under the Agreement by withdrawing the I-140 petitions it had previously submitted to the INS. In addition, because Good Samaritan withdrew the I-140 petitions before it terminated the Agreement, it did not violate the termination clause. Good Samaritan ordered its behavior according to the plain language of the Agreement, and therefore it has not breached its Agreement with Team Nursing. Good Samaritan does not owe Team Nursing recruiting fees for the 34 nurses whose petitions Good Samaritan withdrew. Accordingly, the Court grants Good Samaritan's Motion for Summary Judgment.
For example, in the section detailing Team Nursing's duties, the Agreement requires Team Nursing to "[f]orward prospective employee applications to Minnesota Nursing Board," and to "[p]rocure from conditional employee copies of current passport, VISA status, and any necessary U.S. Immigration forms." Agreement at 2 (emphasis added). In addition, the Agreement provides that Team Services "will be responsible for all travel expenses and costs . . . of the prospective employees," and TNS "will prepare and file paperwork with the U.S. Immigration and Naturalization Service (INS) on behalf of prospective employees." Id. (emphasis added).
There is no dispute that Good Samaritan had a unilateral right under federal immigration rules and procedures to withdraw the I-140 petitions.
III. CONCLUSION
Based on the files, records, and proceedings herein, and for the reasons stated above, IT IS ORDERED THAT:
1. Good Samaritan's Motion for Summary Judgment [Docket No. 14] is GRANTED.
2. Team Nursing's Complaint [Docket No. 1] is DISMISSED WITH PREJUDICE.
LET JUDGMENT BE ENTERED ACCORDINGLY.