Alleged breach of a clinical clerkship agreement; Contract interpretation; Mahnick v Bell Co

The court held that defendant-healthcare organization was entitled to summary disposition of plaintiff-university board of governors’ breach of contract complaint. Plaintiff entered into a clerkship agreement with defendant that enabled students from plaintiff’s medical school to participate in clinical clerkships at defendant’s hospitals, including its children’s hospital (CH). A physician group (UP) affiliated with plaintiff administered the program, but when disputes arose, plaintiff formed another group to handle administration. A majority of the physicians from UP opted to continue as physicians with UP. CH then entered into a services agreement with UP, prompting plaintiff to sue defendant. It alleged defendant breached the clerkship agreement by granting UP an exclusive contract to treat pediatric patients at CH, contrary to provisions requiring plaintiff’s medical school faculty to teach and supervise students in their clinical clerkships, as well as exercise hospital privileges. The trial court granted summary disposition for defendant, rejecting plaintiff’s argument that the clerkship agreement allowed it to choose the physicians who would teach its students. On appeal, the court framed the question as whether plaintiff had the contractual right—through the clerkship agreement—to have its faculty-member physicians supervise and teach its medical students in their clinical clerkships at CH. It agreed with the trial court that “no such contractual right existed.” The clerkship agreement “provided for the practicing physicians at each” of defendant’s hospitals “to administer, coordinate, and supervise [plaintiff’s] medical students in the clinical clerkship program.” It agreed with the trial court’s finding that there was no provision in the clerkship agreement that required defendant to either employ or utilize plaintiff’s medical school’s “faculty-member physicians to supervise and teach [its] medical students in the clinical clerkship program.” Affirmed.