James Donald Bartolomucci v Circle Health Group Limited

A fixed-price hospital package may include payment for consultants’ services without making the hospital contractually responsible for performing those services. The court must interpret the contract as a whole, giving primary weight to the natural and ordinary meaning of the words used, while considering relevant contractual provisions, purpose, known background and commercial common sense.

Where terms state that consultants provide their services directly to the patient and that the hospital collects their fees as agent, those provisions may distinguish the consultants’ services from services provided by the hospital. Regulatory duties and principles concerning vicarious liability do not, without more, alter the contractual allocation of responsibility.

The claimant suffered a catastrophic brain injury during hip resurfacing surgery at a hospital operated by the defendant. He sought declarations that the defendant’s fixed-price package included the inpatient surgical and anaesthetic services provided by the treating consultants and that the defendant had contractual responsibility for their acts and omissions.

The defendant accepted responsibility for hospital accommodation, nursing and related facilities, but denied responsibility for the consultants’ services. The dispute concerned the construction of the contractual documents, particularly clauses 18 to 20 of the self-pay terms, and the relevance of regulatory obligations and authorities concerning hospital liability.

1. Claim dismissed. The claimant was not entitled to the declarations sought.
2. The contract was construed by identifying what a reasonable person, with the background knowledge available to the parties, would understand the contractual language to mean. The court considered the natural and ordinary meaning of the words, the other contractual provisions, the overall purpose, relevant contemporaneous circumstances and commercial common sense. The self-pay terms were standard terms, so the specific factual background had limited weight.
3. Clauses 18 and 19 were central. Clause 18 stated that consultants were self-employed and provided their services directly to the patient. The reference to direct provision naturally conveyed that the consultants, rather than the defendant, were the contractual providers of those services. The self-employed status alone was not determinative.
4. Clause 19 stated that, where consultants’ fees were included in the quoted price, the hospital would usually collect those fees as agent for the consultant. That was consistent with the consultants’ services being outside the defendant’s contractual obligations, while the fees for those services were included in the fixed price.
5. Clauses concerning discharge, complications and the provision of services by the defendant were neutral or supported the defendant’s construction when read with the contract as a whole. The regulatory framework did not require, or make inherently more likely, an assumption of contractual responsibility for the consultants’ services.
6. Authorities concerning vicarious liability in tort did not assist with construing the contract. The claimant’s reliance on section 2(1) of the Unfair Contract Terms Act 1977 also failed: clauses 18 and 19 did not exclude or restrict liability for negligence, but allocated responsibility for the provision of services.