Whether an employment contract barred equitable, quasi-contract claims; Implied-in-law contract; Set off from damages; Unjust enrichment; No cause of action; Fair market hourly rate; Reimbursement for money withheld from compensation; Chief executive officer (CEO); Approved service arrangement (ASA)

In this consolidated appeal, the court affirmed “the trial court’s orders finding an implied contract, declining to set off $322,911.32 from the amount that defendants were ordered to reimburse plaintiff, and dismissing defendants’ counterclaim.” It also affirmed the trial court’s fair-market-value determination as to plaintiff’s services but remanded “for the trial court to correct the amount of [his] damages award to $415,044.” The case arose after defendants acquired nonparty-Healthcare Midwest, of which plaintiff was formerly a shareholder. In Docket No. 366529, defendants first contended “the trial court erred as a matter of law when it concluded that plaintiff’s equitable, quasi-contract claims were not barred by” his employment agreement. Because the authority granted to the CEO of Healthcare Midwest “did not extend to signing employment agreements on behalf of the individual physicians, and plaintiff neither signed nor approved” an agreement as to services referred to as BGS services, “the trial court did not err by finding that there was no express written agreement covering plaintiff’s BGS services.” Defendants also argued “that the BGS agreement qualified as an ASA because” it was described in an exhibit. The court found this argument was “barred by the facts supporting the trial court’s holdings.” Defendants next contended “that if plaintiff’s quasi-contract claims were not barred, then the trial court abused its discretion by not amending the judgment to set off from [his] damages award the amount that defendants had already paid [him] out of the compensation pool for night and weekend call.” The court could not “say that the trial court’s decision not to set off $322,911.32 from plaintiff’s damages award fell outside the range of principled outcomes.” It was also unpersuaded by defendants’ argument “that the trial court erred by concluding that they were not entitled to recover $240,500 that they mistakenly paid plaintiff for providing dayshift BGS services.” The court found that the basis of their “breach-of-contract claim is what plaintiff’s employment contract did not say rather than what it said.” They did not cite any “authority imposing such a duty or finding a breach of duty under such circumstances.” As to their unjust enrichment theory. the court held that the record supported that the trial “court did not err by entering a judgment of no cause of action.” In Docket No. 366530, plaintiff contended that it “erred by not awarding him a fair market rate of $212.71 an hour for his 7,656 hours of BGS services.” The court held that “the trial court did not err in finding that plaintiff did not establish that $212.71 is a reasonable hourly rate for BGS services.” The court concluded he did not establish “that the trial court clearly erred by determining that $181,468.88 provided fair market value for [his] provision of BGS services.” Affirmed in part, reversed in part, and remanded.