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Actions May Speak Louder Than Signatures

It is not always what you sign – it’s also what you say. Long-term care facilities are businesses. Just like any other, these institutions seek payment for their services. If a facility is assured payment by a third-party, that person may be on the hook for the bill, even if he or she never signed an agreement guaranteeing payment. 

The Court of Appeals of Ohio recently published an opinion  – Montefiore Home v. Fields – reversing and remanding a trial court decision to grant summary judgment to the defendant. The Court determined that summary judgment was not appropriate because defendant’s singular argument, that she did not sign a financial responsibility agreement, failed to show there was no genuine dispute to the material facts of plaintiff facility’s actual claims.  

Background

Fields was the goddaughter, power of attorney, and named representative of Hazel Thornton. Thornton entered into an agreement for care with Montefiore Home, in which she named her goddaughter as her representative. Fields did not sign this agreement, but assured the institution, in subsequent verbal conversations with Montefiore Home, that she would settle Thornton’s debts using Thornton’s funds. Based on this assurance, Montefiore Home allowed Thornton to continue to reside in the home for a total of sixteen months, leaving an unpaid balance of more than $20,000. During this time, Fields ultimately drained Thornton’s accounts, rendering her unable to pay what the home was due.

Claims

Montefiore Home’s claims were based upon promissory estoppel, fraudulent transfer, and unauthorized acts by a power of attorney. Part of their claim purported that Fields held herself out to be responsible for Thornton’s debt through conversations following Thornton’s entry into the institution, and acted in her capacity as power of attorney to cause Thornton’s inability to pay.

Generally

For summary judgment to be appropriate, evidentiary support is required for “every essential issue of each count in the complaint.” Fields focused generally on the fact that she did not sign the agreement for financial liability, and wholly neglected to address the specific elements of the home’s claims.

Fields’ only evidence referenced was the plaintiff’s evidence of the contract for services that Fields did not personally sign. This assertion could only contest the institution’s promissory estoppel claim, but was also negated by a lack of evidentiary support introduced by Fields. Rather, the Court found this argument to simply be an unsupported, conclusory assertion. She did not address the other specific claims made by the home, nor did her arguments apply to those claims made by the home.

Promissory Estoppel

Montefiore Home opted not to evict Thornton, based on Fields’ promises that the debt would be settled. The home relied upon these undisputed statements to its detriment, yet Fields argued that she did not assume personal liability for the debt.

To argue a successful promissory estoppel claim, the following elements are necessary:

  1. A clear, unambiguous, promise – Fields admittedly assured the institution that payment would be made from Thornton’s assets, at the hand of Fields.
  2. Reliance on the promise – the institution did not seek eviction based on these assurances.
  3. Reasonable and foreseeable reliance – the institution relied upon Fields’ statements in deciding to allow Thornton to remain a resident and it was reasonable that Fields knew this was the case; and
  4. Injury resulting from the reliance – the institution was not financially made whole.

Thus, Fields was unable to prove that summary judgment was appropriate.

Fraudulent Transfer

Ohio’s Uniform Fraudulent Transfer Act permits a creditor to set aside allegedly fraudulent transfers from the debtor to a transferee in certain circumstances. Fraudulent transfers include:

  1. Ones where there is an intent to hinder, delay, or defraud a debtor’s creditor.
  2. Transfers that do not receive reasonably equivalent value in exchange for the transfer; and
  3. either, in a business transfer, the assets of the debtor were unreasonably small in relation to the transaction
  4. or the debtor should have reasonably believed that the transfer would result in the debtor’s inability to settle the creditor’s debt.

A fraudulent transfer allows the creditor to sue the transferee, or subsequent transferees, for the value of the transferred assets. The transfers made by Fields were not used to settle Thornton’s debts, nor was there evidence that the funds were used for Thornton’s benefit. Therefore, Field cannot show that summary judgment is appropriate for this claim.

Unauthorized Acts by a Power of Attorney

An attorney-in-fact may be personally liable for the debts of their principal when their negligence gave rise to or resulted in the debt, or the act resulting in the debt was outside the scope of the attorney-in-fact’s authority. Fields represented to the institution that the debt would be settled, yet she depleted Thornton’s assets to the point she was unable to satisfy the debt. Fields had appropriated roughly $32,000 from Thornton’s assets. Thus, Fields failed to meet her burden that summary judgment on this issue should be granted.

Result

Pro se defendant, Fields, neglected to argue essential elements of plaintiff’s claims, and therefore forfeited argument on those issues. The Court made it clear that a defense that one did not sign an agreement for payment does not quash other claims based on the actions of that defendant. Fields narrowed the focus of her defense on contract law, where the home had based its claims on other principles of law. Thus, Fields’ motion for summary judgment could not prevail.

Conclusion

Clients should be advised to always choose their words carefully. The doctrine of promissory estoppel exists because our society expects individuals to be held accountable for the promises they make. A non-responsible party should not make promises to be financially responsible for the debts of another. While her case has not yet been decided on the merits, Fields, who attempted to renege on her verbal promises, may find herself responsible based on other principals of law. The Court already acknowledged that a signature on a contract is not necessary to find a third-party responsible for the long-term care bill of another. 

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