IN THE COURT OF APPEALS OF THE STATE OF WASHINGTON
GOLRIZ N. AMIRI, No. 25329-5-III
)
Appellant, )
)
v. )
)
CENTRAL WASHINGTON FAMILY )
MEDICINE doing business by or ) Division Three
through CENTRAL WASHINGTON )
FAMILY MEDICINE CLINIC, a )
medical facility; and YAKIMA HMA, )
INC. d/b/a YAKIMA REGIONAL )
MEDICAL AND HEART CENTER, a )
Washington corporation; and YAKIMA )
VALLEY MEMORIAL HOSPITAL, a )
Washington corporation, )
) UNPUBLISHED OPINION
Respondents. )
)
Sweeney, C.J. -- The plaintiff physician was terminated from a residency program
run by the defendants. She claims third party beneficiary status to the contract between
two hospitals and a clinic that established the residency program. In particular, she
claims beneficiary status to certain accreditation requirements that she believes were
No. 25329-5-III
Amiri v. Cent. Wash. Family Medicine
incorporated into the residency agreement by reference. The residency program is
accredited by the Accreditation Council for Graduate Medical Education (Accreditation
Council).
We conclude that she was a third party beneficiary of the contract establishing the
residency program, but that she received the benefit of that contract -- the residency
program maintained its accreditation. She was not entitled to additional procedures
before Central Washington Family Medicine (Clinic) terminated her employment. The
Clinic terminated her in accordance with her employment contract. We affirm the
summary dismissal of her complaint.
FACTS
The Accreditation Council sets standards for certification of medical residency
programs. The Clinic runs an accredited residency program. The Accreditation Council
certified and recertified the Clinic's program.
Yakima Valley Memorial Hospital and Providence Yakima Medical Center
(Hospitals) sponsor the residency program by written agreement with the Clinic. Both
the Hospitals and the Clinic agree to maintain accreditation of the program in compliance
with the Accreditation Council's requirements.
The Clinic accepted Dr. Golriz Amiri as a resident physician in the family
medicine program through a written contract for the period June 30 to December 31,
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2003. The Clinic and Dr. Amiri each reserved the right to terminate the employment
contract with 30 days' written notice. The Clinic also agreed "[t]o maintain an approved
Family Practice Residency program in keeping with the standards established by the
Accreditation Council for Graduate Medical Education and the Residency Review
Committee for Family Practice." Clerk's Papers (CP) at 134.
The Clinic evaluated Dr. Amiri on July 9, 2003. It evaluated her again on
September 3, 2003. The medical staff expressed a number of concerns. Dr. Amiri was
disorganized. She needed improvement in listening skills. Only one faculty member
rated her knowledge as adequate. These deficiencies did not improve.
By letter dated December 19, 2003, the program director again described Dr.
Amiri's deficiencies (substandard "overall fund of knowledge," substandard
pharmacology knowledge, lack of ability to do procedures, lack of recognition of need for
improvement, lack of attention to details, and so forth). The Clinic extended her first
year residency contract rather than advancing her to second year residency status. The
Clinic also required Dr. Amiri to continue precepting1 all patients. The Clinic releases 90
to 95 percent of all first year residents from the precepting requirement after six months.
The program director wrote again on January 5, 2004, and confirmed an agreement with
1 All interaction is supervised by a mentor, requiring continual one-on-one
teaching.
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Dr. Amiri that her first year residency would be extended through June 30.
The Clinic rotated Dr. Amiri to pediatrics at the Children's Hospital in Seattle
during the first week of March. CP at 268. Three faculty physicians evaluated her work.
All found her performance unsatisfactory in at least two areas. They all described her
proficiency level as "among the bottom few residents" in patient care and overall
competency. CP at 161-70.
The Clinic gave Dr. Amiri 30 days' notice of her termination by letter dated
April 16, 2004.
Dr. Amiri later applied to be licensed as a physician in California and Washington
in November 2004. In her applications, she claimed that she had successfully completed
her residency. The Clinic responded to an inquiry from the Medical Board of California
and reported that Dr. Amiri had not successfully completed her residency.
The Accreditation Council provides grievance procedures for "[a]nyone having
evidence of non-compliance with these standards by a[n accredited] program or
institution." CP at 189. Dr. Amiri complained to the Accreditation Council. She
claimed that the Clinic did not have a fair and reasonable written institutional policy or
procedure for residents' complaints. The Clinic's required policy and procedure for
complaints is contained in the Residents' Handbook. This handbook had been included
in the application to the Accreditation Council for accreditation and reaccreditation in
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1995 and 2001 and was accepted on both occasions. CP at 65. The Accreditation
Council evaluated the Clinic's policies and procedures again at Dr. Amiri's request and
found the Clinic to be in compliance. The Accreditation Council then dismissed her
complaint.
Dr. Amiri then sued the Clinic and the sponsoring Hospitals on September 20,
2005, for damages as a result of wrongful termination, breach of the Clinic's contract
with the Accreditation Council (as a third party beneficiary), and for unpaid
compensation and exemplary damages. The court summarily dismissed her complaint on
the defendants' motion.
DISCUSSION
We review an order granting summary judgment de novo. Spokane Research &
Def. Fund v. W. Cent. Cmty. Dev. Ass'n, 133 Wn. App. 602, 605, 137 P.3d 120 (2006);
Lybbert v. Grant County, 141 Wn.2d 29, 34, 1 P.3d 1124 (2000). Summary judgment is
appropriate "'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 judgment as a matter of law.'" Colby
v. Yakima County, 133 Wn. App. 386, 389, 136 P.3d 131 (2006) (internal quotation
marks omitted) (quoting City of Seattle v. Mighty Movers, Inc., 152 Wn.2d 343, 348, 96
P.3d 979 (2004)). When the facts are undisputed, our inquiry is whether summary
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judgment was properly granted as a matter of law. Colby, 133 Wn. App. at 389; Mighty
Movers, 152 Wn.2d at 348. Here, the facts are undisputed.
The intent of the parties controls the interpretation of all contract terms. Farmers
Ins. Co. of Wash. v. Miller, 87 Wn.2d 70, 73, 549 P.2d 9 (1976). We normally ascertain
the intent of the parties in a written contract from the language of the contract. In re
Estates of Wahl, 99 Wn.2d 828, 831, 664 P.2d 1250 (1983). Contracts are construed as a
whole, including consideration of the subject matter and objective of the contract, all
circumstances surrounding the making of the contract, and the conduct of the parties
subsequent to the contract. Stender v. Twin City Foods, Inc., 82 Wn.2d 250, 254, 510
P.2d 221 (1973).
Dr. Amiri claims to be a third party beneficiary of the agreement between the
Hospitals and the Clinic to create a residency program. That agreement calls for
compliance with the Accreditation Council's standards and those standards require a
grievance procedure. She argues from this that she was entitled to a particular
termination process and a grievance procedure beyond what was contained in her
employment contract.
First, Dr. Amiri must show that the promisor (here the Hospitals and the Clinic)
assumed a direct obligation to her as the intended beneficiary at the time they entered into
the contract. Postlewait Constr., Inc. v. Great Am. Ins. Cos., 106 Wn.2d 96, 99, 720 P.2d
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805 (1986). That is, both contracting parties must intend that a third party beneficiary
contract be created. Id. The test of intent is objective. The inquiry is whether
performance under the contract would necessarily and directly benefit Dr. Amiri. Id. We
determine that intent by "construing the terms of the contract as a whole, in light of the
circumstances under which it is made." Id. at 99-100.
The Hospitals and the Clinic agreed to create a residency program. CP at 282-99.
They agreed to keep the program accredited:
Accreditation CWFM [Central Washington Family Medicine] will
maintain accreditation of the Program as a family practice residency in
compliance with ACGME [Accreditation Council for Graduate Medical
Education] Requirements from time to time. Hospitals will comply with
ACGME Requirements applicable to Hospitals in effect from time to time.
CP at 98.
It is the intention of the parties that CWFM, with the sponsorship of
Hospitals, operate the Program to comply with the Accreditation Council
for Graduate Medical Education Institutional and Program Requirements
("ACGME Requirements") relating to training of residents in family
practice and to do so consistent with and as a complement to its primary
mission of providing health services to under-served populations in the
Yakima, Washington community.
CP at 97-98.
Residents, including Dr. Amiri, are certainly intended beneficiaries of that
agreement. They receive the benefit of accreditation. Aspiring physicians cannot be
board certified without participation in an accredited residency program. They also
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receive the benefit of qualified instructors, professional liability insurance for residents,
adequate facilities and equipment, and so forth, all of which are spelled out in the
residency agreement. CP at 282-99. All of these things were provided to Dr. Amiri by
her employment contract with the Clinic. CP at 134-36.
The residency agreement between the Hospitals and the Clinic is clear. This
agreement does not spell out or require procedures for management of the residents. It
does not discuss a hiring, firing, or evaluation process. It does not discuss duties or
privileges of residents. The Hospitals and the Clinic intended to create a residency
program, and the agreement focuses on the viability of that program. The contract
addresses funding, staffing, and accreditation. The interest of the parties in discussing
Accreditation Council requirements in the contract is limited to what is required for
accreditation of their program.
We disagree with Dr. Amiri's assertion that the Hospitals or the Clinic intended to
incorporate by reference the Accreditation Council requirements as terms of the contract.
CP at 282-99. This is particularly clear when we consider that (1) only "substantial"
compliance with the Accreditation Council requirements is required, and (2) termination
of the contract can only be effected by loss of accreditation, not by failure to adhere to
the Accreditation Council requirements. CP at 282-99.
Finally, there is no Accreditation Council requirement to adopt the language and
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procedures as argued by Dr. Amiri. At best, the Accreditation Council requires only
"substantial compliance," which is also the only language used in the agreement between
the Hospitals and the Clinic. Dr. Amiri complained to the Accreditation Council that its
standards were not being followed. The Accreditation Council investigated and
concluded that she was wrong. We will not second-guess the medical organization
responsible for accrediting the residency programs of clinics and hospitals.
On this record, we must conclude that the Clinic and the Hospitals run a residency
program in accordance with the requirements of the Accreditation Council with full
approval of that supervising Accreditation Council. Dr. Amiri performed poorly and was
terminated exactly in accordance with the terms of her contract.
The Accreditation Council has already reviewed Dr. Amiri's complaint and
dismissed it as being without merit. Her complaint has run its course.
We affirm the summary dismissal of her complaint.
A majority of the panel has determined that this opinion will not be printed in the
Washington Appellate Reports but it will be filed for public record pursuant to RCW
2.06.040.
_________________________________
Sweeney, C.J.
WE CONCUR:
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__________________________________
Brown, J.
__________________________________
Kulik, J.
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