Middlesex Hospital v. On Assignment Staffing Services, Inc.
ORDER: For the reasons set forth in the attached ruling, the Motion of On Assignment Staffing Services, Inc. for Summary Judgment (Doc. No. 21 ) is hereby GRANTED. Judgment shall enter in favor of On Assignment with respect to all of the plaintiffs claims. The Clerk shall close this case. Signed by Judge Alvin W. Thompson on 9/21/17. (Mata, E.)
UNITED STATES DISTRICT COURT
DISTRICT OF CONNECTICUT
ON ASSIGNMENT STAFFING SERVICES,
Civil No. 3:14-cv-1138(AWT)
RULING ON MOTION FOR SUMMARY JUDGMENT
The plaintiff, Middlesex Hospital, brings claims against On
Assignment Staffing Services, Inc. (“On Assignment”) for
contractual indemnification (First Count), breach of contract
(Second Count) and common law indemnification (Third Count).
Defendant On Assignment moves for summary judgment against
Middlesex Hospital as to all three counts.
For the reasons set
forth below, the defendant’s motion for summary judgment is
On or about April 22, 2005, the parties entered into a
“Temporary Staffing Agreement” (“2005 Staffing Agreement”).
June 30, 2011, On Assignment sent Middlesex Hospital via e-mail
a new staffing agreement (“2012 Staffing Agreement”).
Hospital informed On Assignment that it “‘will sign the new
staffing agreement’ and that Middlesex Hospital then had an
opening for an ER [Emergency Room] nurse.” (Local Rule 56(a)(1)
Statement of On Assignment Staffing Services, Inc. (Doc. No. 22)
(“Rule 56(a)(1) Statement”) at ¶ 9; Local Rule 56(a)(2)
Statement of Middlesex Hospital (Doc. No. 29) (“Rule 56(a)(2)
Statement”) at ¶ 9-11.)
On July 8, 2011, On Assignment sent
Middlesex Hospital a profile for Gary Hinds, RN, for
consideration for the ER opening.
By July 13, 2011, Middlesex
Hospital notified On Assignment that it was accepting Hinds to
work at Middlesex Hospital and that he would start on August 8,
On Assignment emailed Middlesex Hospital the confirmation
documentation for Hinds on July 15, 2011.
advised On Assignment that it needed more information regarding
the shifts that Hinds would work.
On July 19, 2011, On
Assignment emailed Middlesex Hospital a revised confirmation.
On July 20, 2011, Middlesex Hospital signed the “Confirmation of
Acceptance”, which stated, in pertinent part:
This correspondence confirms the placement of Gary Hinds
for the position of Registered Nurse at your facility
pursuant to the Agreement between On Assignment Healthcare
Staffing and Middlesex Hospital dated 4/22/2005.
(Rule 56(a)(1) Statement at ¶ 12; Rule 56(a)(2) Statement at ¶
12.) On or about August 8, 2011, Hinds began a 13-week assigned
term performing nursing services at Middlesex Hospital.
On the evening of October 11, 2011, Hinds provided nursing
care to a number of patients, including a woman named Gloria
Hall had been transported to Middlesex Hospital by
ambulance in connection with a Police Emergency Examination
Request and was admitted at 9:16 p.m..
The charge nurse,
Timothy Reynolds, performed a nursing assessment that included
assessment of the patient’s suicide risk, which Reynolds rated
Subsequently, the patient was assigned to Hinds.
the early morning of October 12, 2011, Hinds was the first
person to attend to Hall after he found her unresponsive.
Efforts to resuscitate her were unsuccessful.
Middlesex Hospital notified On Assignment that it would not be
retaining Hinds for the remainder of the assigned 13-week term.
On or about August 1, 2012, Middlesex Hospital executed the
2012 Staffing Agreement that On Assignment had sent to it on
June 30, 2011.
On October 3, 2012, On Assignment executed the
2012 Staffing Agreement and emailed the fully-executed agreement
to Middlesex Hospital.
The 2012 Staffing Agreement contained the following
The terms of this Staffing Agreement (“Agreement”) are
agreed to on June 30, 2011 by and between On Assignment
Staffing Services, Inc., d/b/a On Assignment Healthcare
Staffing (“On Assignment”) and MIDDLESEX HOSPITAL
(“Client”) (each a “Party” and collectively the “Parties”).
(Appendix to Local Rule 56(a)(1) Statement (Doc. No. 22-1)
(“APP.”) at Page 72. (emphasis in original).) It also contains
the following merger clause:
7.2 Complete Agreement and Amendment. This Agreement,
including all Attachments, constitutes the complete and
Integrated understanding of the Parties with respect to the
subject matter of this Agreement and supersedes all prior
understandings and agreements, whether written or oral,
with respect to the same subject matter. This agreement may
only be amended (including amendments to the pricing set
forth in the Attachments) by a written agreement duly
signed by persons authorized to sign agreements on behalf
of each Party.
(APP. at Page 73.)
In September 2013, Hall’s estate commenced a lawsuit
against Middlesex Hospital and On Assignment alleging negligence
on the part of Middlesex Hospital and On Assignment.
December 2013, Middlesex Hospital reached a settlement with
Hall’s estate, and in January 2014, the estate withdrew its
lawsuit against both Middlesex Hospital and On Assignment.
July 2014, Middlesex Hospital commenced the instant action in
Connecticut Superior Court, and On Assignment removed the action
to federal court.
A motion for summary judgment may not be granted unless the
court determines that there is no genuine issue of material fact
to be tried and that the facts as to which there is no such
issue warrant judgment for the moving party as a matter of law.
Fed. R. Civ. P. 56(a).
See Celotex Corp. v. Catrett, 477 U.S.
317, 322-23 (1986); Gallo v. Prudential Residential Servs., 22
F.3d 1219, 1223 (2d Cir. 1994).
Rule 56(c) “mandates the entry
of summary judgment . . . against a party who fails to make a
showing sufficient to establish the existence of an element
essential to that party’s case, and on which that party will
bear the burden of proof at trial.”
Celotex Corp., 477 U.S. at
Summary judgment is inappropriate only if the issue to be
resolved is both genuine and related to a material fact.
Therefore, the mere existence of some alleged factual dispute
between the parties will not defeat an otherwise properly
supported motion for summary judgment.
An issue is “genuine
. . . if the evidence is such that a reasonable jury could
return a verdict for the nonmoving party.”
Anderson v. Liberty
Lobby, Inc., 477 U.S. 242, 248 (1986) (internal quotation marks
A material fact is one that would “affect the outcome
of the suit under the governing law.”
As the Court
observed in Anderson: “[T]he materiality determination rests on
the substantive law, [and] it is the substantive law’s
identification of which facts are critical and which facts are
irrelevant that governs.”
Thus, only those facts that must
be decided in order to resolve a claim or defense will prevent
summary judgment from being granted.
When confronted with an
asserted factual dispute, the court must examine the elements of
the claims and defenses at issue on the motion to determine
whether a resolution of that dispute could affect the
disposition of any of those claims or defenses.
minor facts will not prevent summary judgment.
See Howard v.
Gleason Corp., 901 F.2d 1154, 1159 (2d Cir. 1990).
When reviewing the evidence on a motion for summary
judgment, the court must “assess the record in the light most
favorable to the non-movant and . . . draw all reasonable
inferences in its favor.”
Weinstock v. Columbia Univ., 224 F.3d
33, 41 (2d Cir. 2000) (quoting Delaware & Hudson Ry. Co. v.
Consol. Rail Corp., 902 F.2d 174, 177 (2d Cir. 1990)).
credibility is not an issue on summary judgment, the nonmovant’s
evidence must be accepted as true for purposes of the motion.
Nonetheless, the inferences drawn in favor of the nonmovant must
be supported by the evidence.
“[M]ere speculation and
conjecture is insufficient to defeat a motion for summary
Stern v. Trustees of Columbia Univ., 131 F.3d 305,
315 (2d Cir. 1997) (internal quotation marks omitted) (quoting
Western World Ins. Co. v. Stack Oil, Inc., 922 F.2d 118, 121
(2d. Cir. 1990)).
Moreover, the “mere existence of a scintilla
of evidence in support of the [nonmovant’s] position will be
insufficient; there must be evidence on which [a] jury could
reasonably find for the [nonmovant].”
Anderson, 477 U.S. at
Contractual Indemnification (First Count)
Middlesex Hospital contends that the 2005 Staffing
Agreement applies to the dispute between the parties.
Assignment contends that Middlesex Hospital has based its claim
for contractual indemnification on the wrong agreement because
“the 2012 Staffing Agreement superseded the April 2005
‘Temporary Staffing Agreement’ . . . .”
(Memorandum of Law in
Support of Motion of On Assignment Staffing Services, Inc. for
Summary Judgment (Doc. No. 21-1) (“Summary Judgment Memo”) at
It is a “bedrock legal principle that . . . the
interpretation of a written document is a question of law.”
Cruz v. Visual Perceptions, LLC, 311 Conn. 93, 104 n. 11 (2014).
Under Connecticut Law,
It is the general rule that a contract is to be interpreted
according to the intent expressed in its language and not
by an intent the court may believe existed in the minds of
the parties. . . . When the intention conveyed by the terms
of an agreement is clear and unambiguous, there is no room
for construction. . . . [A] court cannot import into [an]
agreement a different provision nor can the construction of
the agreement be changed to vary the express limitations of
Yellow Book Sales & Distribution Co. v. Valle, 311 Conn. 112,
119 (2014) (alterations in original) (internal quotation marks
omitted) (quoting Levine v. Massey, 232 Conn. 272, 278 (1995)).
In determining whether a contract is ambiguous, the words
of the contract must be given “their natural and ordinary
meaning.” Kelly v. Figueiredo, 223 Conn. at 31, 35, 610
A.2d 1296 (1992). A contract is unambiguous when its
language is clear and conveys a definite and precise
intent. Levine, 232 Conn. at 272. “The court will not
torture words to impart ambiguity where ordinary meaning
leaves no room for ambiguity.” (Internal quotation marks
omitted.) Id., at 279, 654 A.2d 737. “Moreover, the mere
fact that the parties advance different interpretations of
the language in question does not necessitate a conclusion
that the language is ambiguous.” (Internal quotation marks
omitted.) Stephan v. Pennsylvania General Ins. Co., 224
Conn. at 758, 764, 621 A.2d 258 (1993).
United Illuminating Co. v. Wisvest-Connecticut, LLC, 259 Conn.
665, 670 (2002). “It is axiomatic that a party is entitled to
rely upon its written contract as the final integration of its
rights and duties.” Yellow Book, 311 Conn. at 119 (internal
quotation marks omitted) (quoting Levine, 232 Conn. at 279).
The 2012 Staffing Agreement contains the following merger
7.2 Complete Agreement and Amendment. This Agreement, including
all Attachments, constitutes the complete and integrated
understanding of the Parties with respect to the subject matter
of this Agreement and supersedes all prior understandings and
agreements, whether written or oral, with respect to the same
subject matter. This Agreement may only be amended (including
amendments to the pricing set forth in the Attachments) by a
written agreement duly signed by persons authorized to sign
agreements on behalf of each Party.
(Summary Judgment Memo at 12.)
Thus, the 2012 Staffing
Agreement contains clear and unambiguous language that it
supersedes all prior understandings and agreements, whether
written or oral, “with respect to the same subject matter”.
Section 1.1 of the 2005 Staffing Agreement and the 2012 Staffing
Agreement both state: “Provision of Personnel.
will refer to Client qualified and skilled temporary personnel
meeting the requirements set forth in the Attachments
(APP. at Pages 102, 129.)
The 2012 Staffing Agreement has an effective date of June
30, 2011 but was not fully executed until October 3, 2012.
Nothing prevents parties from contracting for an effective date
that precedes the execution of an agreement.
See Beastie Boys
v. Monster Energy Co., 983 F. Supp. 2d 354, 362 (S.D.N.Y. 2014)
(“Page 1 of the Assignment Agreement expressly states that it is
effective as of December 2, 1999.
Contract law gives effect to
such retroactive arrangements.”).
Middlesex Hospital emphasizes that the Confirmation of
Agreement “confirms the placement of Gary Hinds .
pursuant to the [2005 Staffing] Agreement . . . .”
It argues that because the Confirmation of Agreement
“is dated after the effective or claimed retroactive date of the
2012 Staffing Agreement, a genuine issue of fact is raised with
respect to the parties’ express intentions as to which of the
agreements was controlling.”
(Memorandum of Law in Opposition
to Motion for Summary Judgment (Doc. No. 28) (“Opposition Memo”)
Middlesex Hospital’s reliance on the Confirmation of
Acceptance is misplaced.
First, the language stating that Hinds
was being placed pursuant to the 2005 Staffing Agreement does
not reflect a decision by the parties to reject the 2012
At the time the Confirmation of Acceptance
was executed, the 2012 Staffing Agreement had not been executed
by either party, so there was no other binding agreement
pursuant to which Hinds could have been placed.
Second, Middlesex Hospital concludes that the fact that the
2012 Staffing Agreement has a retroactive date which precedes
the date of the Confirmation of Acceptance makes the
“Confirmation the most recent agreement entered into by the
parties . . . .”
(Opposition Memo at 5.)
But the 2012 Staffing
Agreement was not fully executed until October 3, 2012, i.e.
after the July 20, 2011 Confirmation of Acceptance, making it
“the most recent agreement” entered into by the parties.
Third, while the 2012 Staffing Agreement contains a merger
clause stating that the 2012 Staffing Agreement “supersedes all
prior understandings and agreements,” the Confirmation of
Acceptance does not contain any comparable language.
parties to a contract enter into a new agreement that expressly
supersedes the previous agreement, the previous agreement is
extinguished, thereby reducing the remedy for breach to a suit
on the new agreement.”
Health-Chem Corp. v. Baker, 915 F.2d
805, 811 (2d Cir. 1990).
Middlesex Hospital alleges that it is “entitled to
indemnification and reimbursement for all costs of defense and
for any losses incurred, including indemnity sums paid in
settlement of the lawsuit, for On Assignment’s negligence
contributing to the losses and damages” claimed by Hall’s
(Compl., Count One, ¶ 18 (APP. at Page 16).)
5.1 of the 2012 Staffing Agreement1 provides that
On Assignment will indemnify,
. . . from (i) negligent
misconduct of On Assignment
indemnitees; or (ii) breach
defend and hold harmless Client
acts or omissions or willful
or any of the On Assignment
of this Agreement by the On
(APP. at Pages 72-23.)
The plain and unambiguous language of Section 5.1 reflects
the parties’ intent that On Assignment is not obligated to
indemnify Middlesex Hospital for any negligent acts by Hinds for
First, Paragraph 5.1 obligates On Assignment to
indemnify Middlesex Hospital only with respect to certain acts
or omissions of On Assignment or any of the “On Assignment
Hinds is not an On Assignment Indemnitee.
The language in Section 5.1 of the 2005 Staffing Agreement is not materially
Assignment Indemnitees” is defined in Paragraph 5.2 as “On
Assignment and its Affiliates and their respective, directors,
officers, employees (but in no event to be interpreted to
include the Personnel) and agents . . . .”
Agreement (Doc. No. 22-3, Ex. G) ¶ 5.2.)
Thus, the definition
of “On Assignment Indemnitees” expressly excludes “Personnel”,
and Hinds is covered by the definition of “Personnel” in
Accordingly, On Assignment’s indemnification
obligation for losses attributable to the acts of an On
Assignment indemnitee does not cover any acts of Hinds.
Paragraph 5.2 provides that the client, i.e. Middlesex Hospital,
will indemnify On Assignment for any losses attributable, inter
alia, to the “work, work product, acts or omissions of the
Personnel while those Personnel are on assignment with Client .
. . .”
The plain language of Paragraph 5.2 covers the
instant situation, because Hinds’ acts with respect to Hall
occurred while he was on assignment with Middlesex Hospital.
Middlesex Hospital concedes that “the indemnification
clauses of the agreements entered into appear facially clear on
(Opposition Memo at 18.)
But it contends
that “a genuine issue of material fact has been raised as to the
parties’ actual intentions with respect to indemnification”
because the 2012 Staffing Agreement “did not obligate
[Middlesex] Hospital to obtain coverage for the acts or
omissions of Hinds . . . [but] [r]ather, On Assignment was alone
obliged to procure . . . professional liability coverage.”
(Opposition Memo at 18-19.)
Middlesex Hospital improperly
conflates an obligation to obtain insurance coverage with an
obligation to indemnify.
It provides no basis for a conclusion
that the requirement that On Assignment maintain commercial
general liability insurance coverage as set forth in Paragraph
5.3 means that On Assignment must indemnify Middlesex Hospital
for negligent acts by Personnel.
Therefore, the motion for summary judgment is being granted
as to the First Count.
B. Breach of Contract – Insurance (Second Count)
Middlesex Hospital contends that On Assignment violated
Paragraph 5.3 of the 2012 Staffing Agreement.
5.3 Insurance. On Assignment will maintain
Commercial General Liability insurance
policies in an amount not less than
$1,000,000 per occurrence and $2,000,000
general aggregate and maintain Workers’
Compensation Insurance insuring all On
Assignment employees (including the
Personnel) in accordance with the statutory
requirements of all states where work under
this Agreement is performed by On Assignment
employees. On Assignment will maintain in
full force and effect during the term
professional liability insurance coverage in
an amount not less than $1,000,000 per
occurrence and $3,000,000 general aggregate
for Personnel employed by On Assignment. On
Assignment will provide Client with relevant
Certificates of Insurance upon request.
(APP. at Page 73.)
Middlesex Hospital alleges that On Assignment breached this
provision because it “(a) failed or refused to demand that its
carrier defend and indemnify Middlesex Hospital . . . and (b)
failed to otherwise honor the insurance provision . . . .”
(Compl., Second Count, ¶ 15 (APP. at Page 18).)
Paragraph 5.3 does not require On Assignment to demand that its
insurance carrier defend and indemnify Middlesex Hospital.
requires only that On Assignment maintain professional liability
insurance for “Personnel.”
On Assignment fulfilled this
obligation by procuring professional liability insurance for
“Personnel,” including Hinds.
Therefore, the motion for summary judgment is being granted
as to the Second Count.
C. Common Law Indemnification (Third Count)
Middlesex Hospital contends that, even if it has no right to be
indemnified pursuant to the 2012 Staffing Agreement, it is entitled to
common law indemnification because “[a]ny losses and damages incurred
by the Estate of Gloria Hall as alleged in the original Complaint were
. . . caused by the active negligence and carelessness of On
Assignment acting through its employees, servants, agents or apparent
agents, including Gary Hinds . . . .”
(Compl., Third Count, ¶ 16
(APP. at Page 19).)
To prevail on a claim for common law
an out-of-pocket defendant must show that: (1)
the party against whom the indemnification is
sought was negligent; (2) that party's active
negligence, rather than the defendant's own
passive negligence, was the direct, immediate
cause of the accident and the resulting injury
...; (3) the other party was in control of the
situation to the exclusion of the defendant
seeking reimbursement; and (4) the defendant did
not know of the other party's negligence, had no
reason to anticipate it, and reasonably could
rely on the other party not to be negligent.
Physicians for Women's Health, LLC v. Essent Healthcare of CT, No.
LLICV095006214S, 2011 WL 2150648, at *3 (Conn. Super. Ct. May 4, 2011)
(citing Smith v. New Haven, 258 Conn. 56, 66, 779 A.2d 104 (2001)).
Middlesex Hospital contends that On Assignment was negligent
because Hinds was an agent of On Assignment and his negligent conduct
is attributable to On Assignment.
To demonstrate that Hinds was an
agent of On Assignment, Middlesex Hospital must show that On
Assignment had “the right to control the means and method of [Hinds’]
Cefaratti v. Aranow, 154 Conn. App. 1, 29 n.18 (2014) (quoting
Beaverdale Memorial Park, Inc. v. Danaher, 127 Conn. 175, 179 (1940)),
cert. petitions granted on other grounds, 315 Conn. 919 (2015).
Middlesex Hospital’s argument that Hinds was an agent of On
Assignment is contrary to the plain language of the 2012 Staffing
The 2012 Staffing Agreement provides:
3. CONTROL OF WORK. Personnel will perform work
for Client under the Client’s direction, control
and supervision. Personnel are not authorized to
incur any legal obligation on behalf of On
Assignment or to execute any agreement or
approval, exercise any authority or otherwise
sign any document on behalf of On Assignment.
(APP. at Page 72.)
Thus, the parties agreed that Hinds would perform
his work under the direction, control and supervision of Middlesex
Hospital, not On Assignment.
Middlesex Hospital contends that there is a genuine issue of
material fact “as to whether this direction, control and supervision
pertained to the superficial . . . elements of Hinds’s work, as
opposed to the performance of his professional nursing duties, and
specifically, the means and methods by which he performed these
(Opposition Memo at 7.)
Middlesex Hospital elaborated
on its distinction between “superficial” and “professional
nursing duties” as follows:
[W]hile the Hospital could mandate Hinds’s
schedule, his hours of work, the number of
patients assigned to him during a particular
shift, and the area of the Hospital in which
he was to perform his duties, once he
assumed the care of any particular patient,
establishing a healthcare provider-patient
relationship, Hinds alone determined how to
treat her and was singularly ‘responsible
for the way and manner’ in which he
exercised his professional judgment.
(Opposition Memo at 13.)
However, even if the argument set
forth above were persuasive, Middlesex Hospital does not need to
demonstrate that Hinds was not its agent.
Rather, to impose
liability on On Assignment, Middlesex Hospital must show that
Hinds was acting as an agent of On Assignment when Hinds
performed nursing services for Hall.
Middlesex Hospital has
provided no evidence tending to establish that point.
Moreover, even if Hinds were an agent of On Assignment, the
common law indemnification claim still fails because Paragraph 5.2
provides that “On Assignment will not be liable to Client [i.e.
Middlesex Hospital] . . . for . . . losses [that] relate to or arise
from . . . (ii) work, work product, acts or omissions of the Personnel
[Hinds] while those Personnel are on assignment with Client [Middlesex
(APP. at Page 73.)
Middlesex Hospital thus gave up its
right to pursue indemnification from On Assignment under the
circumstances present here.
waiving this right.
Nothing prevented Middlesex Hospital from
“Under Connecticut law, a party to a contract may
waive any defenses or rights it has against the other party to the
contract, and such a waiver will be enforced if it is clear and
Albany Ins. Co. v. United Alarm Servs., Inc., 194 F.
Supp. 2d 87, 91 (D. Conn. 2002).
Here, the waiver by Middlesex
Hospital is clear and unambiguous, and thus it is enforceable.
Therefore, the motion for summary judgment is being granted as to
the Third Count.
For the reasons set forth above, the Motion of On Assignment
Staffing Services, Inc. for Summary Judgment (Doc. No. 21) is hereby
Judgment shall enter in favor of On Assignment with respect
to all of the plaintiff’s claims.
The Clerk shall close this case.
It is so ordered.
Signed this 21st day of September 2017, at Hartford,
Alvin W. Thompson
United States District Judge
Disclaimer: Justia Dockets & Filings provides public litigation records from the federal appellate and district courts. These filings and docket sheets should not be considered findings of fact or liability, nor do they necessarily reflect the view of Justia.
Why Is My Information Online?