THIRD DIVISION

ELLINGTON, P. J.,

DILLARD and MCFADDEN, JJ.

NOTICE: Motions for reconsideration must be

physically received in our clerk’s office within ten

days of the date of decision to be deemed timely filed.

http://www.gaappeals.us/rules

October 6, 2015

In the Court of Appeals of Georgia

A15A1413. WINTERBOER v. FLOYD HEALTHCARE

MANAGEMENT, INC d/b/a FLOYD MEDICAL CENTER.

DILLARD, Judge.

Janice Winterboer appeals the trial court’s denial of her motion for summary

judgment and its grant of summary judgment to Floyd Healthcare Management, Inc.

d/b/a Floyd Medical Center (“Floyd Medical Center”) on the latter’s complaint as to

unpaid medical bills for treatment of Winterboer’s now-deceased adult son, Joshua,

after she signed Joshua’s hospital-registration consent forms. Winterboer contends,

inter alia, that she signed the forms in a representative capacity and not as a personal

guarantor. We agree that the trial court erred in granting summary judgment to Floyd

Medical Center and in denying Winterboer’s motion and, accordingly, we reverse. 
Viewed in the light most favorable to Winterboer, the nonmovant,

1

the record

reflects that her adult son, Joshua, was severely incapacitated after a motor-vehicle

accident that occurred when he was a toddler. Although Joshua had no guardian or

conservator, and although Winterboer did not have financial or medical power of

attorney for Joshua, she provided full-time care for her son until his death in

December 2014. Winterboer paid for Joshua’smedical and living expenses using trust

funds that were received as part of an annuity following the accident and a legal

settlement. 

On April 25, 2011, and June 22, 2011, Winterboer took Joshua to Floyd

Medical Center for emergency medical treatment when he wasin respiratory distress

and, at some point in the process of his admission, she signed registration consent

forms for his treatment. But when the medical bills associated with these extended

hospital visits went unpaid, Floyd Medical Center filed suit against both Joshua and

1

See, e.g., Blake v. KES, Inc., 329 Ga. App. 742, 742 (766 SE2d 138) (2014)

(“On appeal from the grant of summary judgment this Court conducts a de novo

review of the evidence to determine whether there is a genuine issue of material fact

and whether the undisputed facts, viewed in the light most favorable to the

nonmoving party, warrant judgment as a matter of law.” (punctuation omitted)).

2
Winterboer, contending that Winterboer personally guaranteed payment of her son’s

bills when she signed the registration consent forms.

2

Subsequently, Winterboer and Joshua moved for summary judgment, and the

trial court denied their motions. Floyd Medical Center then filed for summary

judgment in November 2014. But before the trial court could rule upon this motion,

Joshua passed away in December 2014. Joshua’s counsel then filed a suggestion of

death, and Floyd Medical Center consented to dismissing its action against him.

Nevertheless, the action against Winterboer continued, and she responded and again

moved for summary judgment in January 2015. 

2

It is not entirely clear from the record why the medical bills were never paid,

but there is a suggestion by Winterboer’s counsel in the summary-judgment-hearing

transcript that the total amount for the bills exceeded the maximumamount that could

be withdrawn from Joshua’s trust fund in a given month. Winterboer also testified in

her deposition that she attempted to free up funds from another source but was

thwarted by her ex-husband. According to Winterboer, after all of this transpired,

Joshua was placed on Medicaid and, to her knowledge, all subsequent hospital bills

were covered by that source. 

We also note thatFloyd MedicalCenter’s complaint originally sought to collect

unpaid medical bills for a third hospital visit as well, but the signor on those forms

was Joshua’s cousin, not Winterboer. Nevertheless, Floyd Medical Center did not

pursue a claim against the cousin, only Joshua and Winterboer, and the claim for

unpaid bills associated with this third visit was eventually abandoned by Floyd

Medical Center’s dismissal of its claim against Joshua because it conceded at the

summary-judgment hearing that it was not seeking to recover those funds from

Winterboer. 

3
Following a hearing on Floyd MedicalCenter’smotion forsummary judgment,

the trial court granted the motion, again denied summary judgment as to Winterboer

by adopting the reasoning of the earlier denial, and awarded Floyd Medical Center

$243,204.96 for the unpaid medical bills associated with Joshua’s hospital visits in

April and June 2011. This appeal by Winterboer follows.

1. Winterboer first argues that the trial court erred in granting summary

judgment to Floyd Medical Center and denying her motion when she signed the

registration consent forms in a representative capacity and not a personal capacity.

We agree.

The forms Winterboer signed in April and June of 2011, entitled “Registration

Consent,” are identical. At the top of the form in all capital letters appears the

following paragraph:

I, the patient, hereby request that I receive treatment/care during this

hospital admission, emergency [department] or outpatient visit. I

understand that if I am to be provided a series of ongoing services based

on my physician’s orders, that my consent and authorization will be

acquired only once for all services provided in the series. I voluntarily

make and execute the following authorizations, consents, assignment,

certification and requests. 

4
From there, centered upon the page and appearing in bold, all-capital font, the

form contains a header for the “patient’s authorization and consent for medical and

surgical treatment, anesthesia, x-ray examination, consent to search, physical

restraints, disposal of tissues, and other related matters.” The two paragraphs that

follow in small, standard font then detail and provide the patient’s authorization for

those things, speaking in terms of what “I,” the patient, consents to by signing the

document. 

Next, centered on the page and appearing in bold, all-capital font, the form

contains a header for the “patient’s assignment of insurance benefits for

hospital/physician services, guarantee of account, and authorization for release of

medical information.” It is the paragraph that appears beneath this header in small,

standard font that contains the language at issue in this appeal. The entire paragraph

provides as follows:

I hereby irrevocably transfer and assign to the Hospital, EDP and

all other physicians all insurance benefits otherwise payable to me but

not to exceed the Hospital’s or EDP’s or all other physicians regular

chargesrendered to me for this period of hospitalization. I authorize my

insurance carrier, third party payor or managed care organization to pay

such benefits directly to the Hospital, EDP and all other physicians in

my behalf. I understand that I am financially responsible to the

5
Hospital, EDP and all other physicians for charges not paid under the

assignment. In the event that in addition to hospital, EDP and all other

physicians’ benefits, I am entitled to any insurance or other benefits

covering other physician services, I hereby assign said benefits to the

physicians rendering care or treatment to me during this stay or

outpatient visits, to be applied to my bill from such physician. For and

in consideration of services rendered by the Hospital, EDP, or other

physicians to the below named patient, the undersigned jointly and

severally if more than one) guarantees payment of all charges incurred

for said patient in accordance with the policy of payment of such bills.

I understand that I am financially responsible to the Hospital for

charges not paid underthe assignment. I further authorize any holder of

medical information or records concerning me to release such

information or records to my insurance carrier, third party payor,

managed care organization or to any other insurance carrier, including

worker’s compensation carriers, against which I have made, or shall

hereafter make, a claim. I further understand that it may be necessary to

contact my past or present employer(s) in regards to this claim. I permit

a copy of this authorization to be used in place of the original.

3

After this paragraph, the formcontainstwomore centered, bold, all-capitalized

headers for “patient’s Medicare certification, authorization to release information, and

payment request” and “Medigap and medical assistance,” each followed by a

3 We have supplied emphasis to the most pertinent language, but have

otherwise copied the language of the paragraph exactly as it appears, including

grammatical and typographical errors that are original to the form.

6
paragraph in small, standard font detailing the patient’s authorizations and

certifications related to those headers. 

Finally, at the bottom of the form are three lines for signatures or other

information, each line describing in all-capitalized font what information is to be

provided. The first line is for the “signature of the patient.” The second line is for the

“signature of person acting for patient.” And the third line provides an area for the

person “acting for [the] patient” to describe his or her “relationship to patient” and

the date. 

Below the three signature lines are three boxes that may be checked. The first

box is to indicate that “[i]t is impractical for the patient to execute the document

because patient’s mental or physical condition issuch that patientshould not be asked

to transact business.” The second box is to indicate that “[t]he patient is a minor.”

And the third box is to indicate the signor’s acknowledgment that he or she has

“received smoking cessation information from the hospital.”4 Additionally, in the

bottom right-hand corner of the form is a small area entitled “patient identification,”

4

It is not pertinent to the issues on appeal, but we note that this third box was

checked on both forms. 

7
and below this, applied by a typed sticker, are, inter alia, the patient’s name, the

patient’s age and gender, the name of the attending physician, and the date. 

In this matter, there are slight differences in the way Winterboer signed the

form in April 2011 and the manner in which she signed the form in June 2011. On the

April 2011 form, there is no patient name listed on the “signature of patient” line, but

Winterboer signed her name on the line for “signature of person acting for patient”

and identified herself as the patient’s “mother” on the line for “relationship to

patient.” She also checked the box indicating that it was “impractical for the patient

to execute the document because patient’s mental or physical condition is such that

patientshould not be asked to transact business.” And the “patient identification” area

on this form lists “Winterboer, Joshua David” as the patient.

On the June 2011 form, Winterboer signed her name on the “signature of

patient” line and wrote in her son’s name, Joshua Winterboer, on the line for the

“signature of person acting for patient” before identifying herself as the patient’s

“mother” on the line for “relationship to patient.” She also not only checked that it

was “impractical for the patient to execute the document because patient’s mental or

physical condition is such that patient should not be asked to transact business” but

8
also that “[t]he patient is a minor.” Despite these obviousscrivener errors, the “patient

identification” area lists “Winterboer, Joshua David” as the 30-year-old patient. 

Based upon Winterboer’s completion of these forms and the language

emphasized supra, Floyd Medical Center maintains that Winterboer personally

guaranteed payment of her son’s medical bills. The trial court agreed, once again

determining that Winterboer, “in signing the form, obligated her son to be responsible

for the payment and obligated herself as well.” But we disagree that Winterboer was

rendered personally liable for payment of the associated bills simply because she

signed the forms in a representative capacity on behalf of her son.

At the outset, we note that the issue of contract construction is “usually a

question of law for the court to resolve and, as such, it is subject to de novo review.”5

In this respect, there are three steps involved in the construction of a contract.

6 First,

the court must decide whether “the language of the contract is clear and

5 Atlanta Emergency Servs., LLC v. Clark, 328 Ga. App. 9, 11 (1) (761 SE2d

437) (2014); see also Bd. of Comm’rs of Crisp Cty. v. City Comm’rs of the City of

Cordele, 315 Ga. App. 696, 699 (727 SE2d 524) (2012).

6

See Atlanta Emergency Servs., 328 Ga. App. at 11 (1); Bd. of Comm’rs of

Crisp Cty., 315 Ga. App. at 699.

9
unambiguous.”7 And if there is no ambiguity, the contract is enforced “according to

its plain terms, and the contract alone is looked to for meaning.”8 Of course, a

contract is unambiguous when it is “capable of only one reasonable interpretation.”

9

In the second step, if the contract is ambiguous in some respect, “the rules of contract

construction must be applied by the court to resolve the ambiguity.”10 Finally, if

ambiguity remains after applying the rules of construction, “the issue of what the

ambiguous language means and what the parties intended must be resolved by a

jury.”11

7 Atlanta Emergency Servs., 328 Ga. App. at 11-12 (1) (punctuation omitted);

accord Bd. of Comm’rs of Crisp Cty., 315 Ga. App. at 699.

8 Atlanta Emergency Servs., 328 Ga. App. at 12 (1) (punctuation omitted);

accord Bd. of Comm’rs of Crisp Cty., 315 Ga. App. at 699; see also OCGA § 13-2-3

(“The cardinal rule of construction is to ascertain the intention of the parties. If that

intention is clear and it contravenes no rule of law and sufficient words are used to

arrive at the intention, it shall be enforced irrespective of all technical or arbitrary

rules of construction.”).

9 Atlanta Emergency Servs., 328 Ga. App. at 12 (1) (punctuation omitted);

accord Stefano Arts v. Sui, 301 Ga. App. 857, 860 (1) (690 SE2d 197) (2010).

10 Atlanta Emergency Servs., 328 Ga. App. at 12 (1) (punctuation omitted);

accord Bd. of Comm’rs of Crisp Cty., 315 Ga. App. at 699.

11 Atlanta Emergency Servs., 328 Ga. App. at 12 (1) (punctuation omitted);

accord Bd. of Comm’rs of Crisp Cty., 315 Ga. App. at 699.

10
As noted supra, the form at issue includesthe following sentence buried in the

middle of a paragraph that is under a header that highlights, inter alia, the patient’s

guarantee of account:

For and in consideration of services rendered by the Hospital, EDP, or

other physiciansto the below named patient, the undersigned jointly and

severally if more than one) guarantees payment of all charges incurred

for said patient in accordance with the policy of payment of such bills.

I understand that I am financially responsible to the Hospital for charges

not paid under the assignment.

12

Notwithstanding thislanguage, which broadly appliesto “the undersigned,” the form

contains signature lines for the patient and for a “person acting for [the] patient.”13

The form then permits additional information to describe who is signing on behalf of

the patient and why that person is doing so by providing a line for the person’s

“relationship to [the] patient” and boxes to be checked if “[i]t is impractical for the

patient to execute the document because [the] patient’s mental or physical condition

is such that [the] patient should not be asked to transact business” and/or if “[t]he

patient is a minor.” 

12

 Typographical errors in original. 

13

 Emphasis supplied.

11
These conflicting portions of the form—the language broadly associated with

guaranteeing payment and the lines and boxes associated with who is signing the

form and why—render the contract ambiguous.

14 Nevertheless, we are mindful that

“[t]he construction which will uphold a contract in whole and in every part is to be

preferred, and the whole contract should be looked to in arriving at the construction

of any part[.]”

15 Thus, here, the broad guarantee language must be read in pari

materia with the signature lines and the check-boxes that provide additional

information relevant to the unique circumstances that surround the signing of the

form at a given time. Additionally, it is a cardinal rule of contract construction that

14 Cf. Bd. of Trustees of N. Kan. City. Mem. Hosp. v. Conway, 675 SW2d 36,

36-39 (I) (Miss. Ct. App. 1984) (holding that wife made an “unambiguous,

unqualified promise . . . to pay for hospital services rendered to” her husband when

she signed a document that was separate from the patient’s registration form, which

she did not sign and which listed her husband as the “person responsible for this

account,” and when the separate document was entitled “Guarantee of Account” and

provided “I will pay any unpaid balance on dismissal” and “I agree to be responsible

for hospital services rendered to this patient”).

15 OCGA § 13-2-2 (4);see also Paul v. Paul, 235 Ga. 382, 384 (219 SE2d 736)

(1975) (“Every other rule is subservient to this one. ‘The fundamental rule, the rule

which swallows up almost all others in construing a paper, is to give it that meaning

which will best carry into effect the intent of the parties. Thisisthe object of the rules

of interpretation, to discover the true intent of the parties, and in doing this we are to

take the whole of (the instrument) together, and to consider this with the surrounding

circumstances.”(punctuation omitted)).

12
when “the construction of a contract is doubtful, the construction that goes most

strongly against the drafter of the agreement is to be preferred.”16

In the case sub judice, Winterboer left a checkmark to indicate that she was

signing the form because it was impractical for the patient, her adult son, “to execute

the document because [the] patient’s mental or physical condition [was] such that

[the] patientshould not be asked to transact business.” Additionally, the signature line

provides that a signatory other than the patient is “acting for the patient.” Thus, it is

clear that Winterboer intended to sign—and did sign—the form in a representative

capacity because these latter portions of the form limit the otherwise broad guarantee

provision.

16 Reichman v. Southern Ear, Nose & Throat Surgeons, P.C., 266 Ga. App.

696, 699-700 (1) (598 SE2d 12) (2004); see also OCGA § 13-2-2 (5) (“If the

construction is doubtful, that which goes most strongly against the party executing

the instrument or undertaking the obligation is generally to be preferred[.]”); Hertz

Equip. Rental Corp. v. Evans, 260 Ga. 532, 533 (397 SE2d 692) (1990) (citing to

OCGA § 13-2-2 (5) for the proposition that “if a contract is capable of being

construed two ways, it will be construed against the preparer and in favor of the

non-preparer”).

13
And here, because Winterboer signed the form on behalf of her adult son as his

agent, not in a personal capacity, she did not render herself personally liable for any

unpaid medical bills.17 Accordingly, the trial court erred in granting summary

judgment to Floyd Medical Center and in denying summary judgment to Winterboer.

2. Because we have reversed on Winterboer’s first enumeration of error, we

need not address her remaining enumerations, which are that the formdoes notsatisfy

the statute of frauds, and that the form is a contract of adhesion with a personalguaranty provision that is unconscionable and void as against public policy.

17

See OCGA § 10-6-53 (“The form in which the agent actsisimmaterial; if the

principal’s name is disclosed and the agent professes to act for him, it will be held to

be the act of the principal.”); Dover v. Burns, 186 Ga. 19, 21-22, 29 (3) (196 SE 785)

(1938) (holding that attorney’s brothers-in-law were not rendered personally liable

in settlement of attorney’s accounts when the agreement described the brothers-in-law

as “agents of” the attorney); Tiller v. Spradley, 39 Ga. 35, 35-38 (1869) (holding that

note promising to pay “for cotton seed for J.’s plantation” and signed, “S., Agent for

J.,” was the note of J., who was alone personally liable). Cf. OCGA § 31-9-2 (a) (6)

(B) (“In addition to such other persons as may be authorized and empowered, any one

of the following persons is authorized and empowered to consent, either orally or

otherwise, to any surgical or medical treatment or procedures not prohibited by law

which may be suggested, recommended, prescribed, or directed by a duly licensed

physician: . . . . Upon the inability of any adult to consent for himself or herself and

in the absence of any person to consent under paragraphs (1.1) through (5) of this

subsection, the following persons in the following order of priority: . . . Any parent

for his or her adult child[.]”).

14
For all of the foregoing reasons, we reverse the trial court’s grant of summary

judgment to Floyd MedicalCenter and its denial of summary judgment toWinterboer.

Judgment reversed. McFadden, J., concurs. Ellington, P. J., concurs in

judgment only. 

15