MEMORANDUM AND ORDER PURSUANT TO RULE 23.0
In August 2017, Southcoast Physicians Group, Inc. (Southcoast) terminated Francisco J. Gutierrez from his job as a physician. After his termination, Gutierrez sued Southcoast under the Wage Act, G. L. c. 149, §§ 148, 150, arguing that it owed him unpaid wages. Before trial, Southcoast moved for summary judgment, and Gutierrez cross-moved for partial summary judgment. A Superior Court judge granted Southcoasts motion in part and granted Gutierrezs motion in part. Both parties appeal from portions of the judgment. Concluding that the employment agreement between the parties does not entitle Gutierrez to any unpaid wages, we affirm in part and reverse in part.
1. Background. Southcoast employed Gutierrez under an agreement dated October 1, 2015 (agreement). Schedule A of the agreement sets forth a complicated compensation scheme. The payment scheme consists of five “pools” of various income sources that are calculated, then combined, to form a physicians “Clinical Pool.” The clinical pool is adjusted, depending on certain factors, to form the “Adjusted Clinical Pool,” on which the physicians total yearly compensation is based. One “pool” is the alternative quality contract (AQC) payments and total medical expense (TME) incentive payments (AQC/TME payments). Schedule B of the agreement sets forth Gutierrezs benefit plan.
On August 9, 2017, Southcoast terminated Gutierrezs employment. At the time of his termination, Gutierrez had received $193,171.44 in draw payments from the beginning of the fiscal year. Combined with the AQC/TME payments pursuant to the agreement, Gutierrez received a total of $226,990.52 from Southcoast.
On July 9, 2019, Gutierrez filed this action against Southcoast alleging a violation of the Wage Act, G. L. c. 149, §§ 148, 150. Judgment was entered on November 10, 2021, allowing Southcoasts motion for summary judgment to the extent the claims were based on the AQC/TME payments, and allowing Gutierrezs motion for summary judgment as to the holiday pay deduction. Both parties timely appealed.
1
2. Discussion. We review a courts interpretation of a contract de novo. Balles v. Babcock Power Inc., 476 Mass. 565, 571 (2017). If the language of a contract is unambiguous, it must be construed according to its plain meaning. See Polito v. School Comm. of Peabody, 69 Mass. App. Ct. 393, 396 (2007). Both parties concur that the agreement language is unambiguous.
a. Prorated wRVUs. At the time of his termination, Gutierrez had earned 4,511 wRVUs.
2
He argues that his wRVUs should have been prorated from 4,511 to 5,412, putting him over the productivity adjustment threshold and raising the percentage of the clinical pool he should receive from fifty percent to sixty percent. Gutierrez argues that section 10 of schedule A requires prorating for partial fiscal years and should apply to the year he was terminated. Section 10 states: “[i]n the event that any Compensation Period of this Agreement shall be for a partial fiscal year, all compensation in this Schedule A shall be prorated commensurately for any such partial year.”
Section 10, however, discusses prorating “compensation,” which only occurs once the adjusted clinical pool has been totaled. According to the agreement, wRVUs are a performance metric, not compensation, and are used to determine the productivity adjustment, which then is used to adjust total yearly compensation. Thus, section 10 does not require Southcoast to prorate Gutierrezs wRVUs.
Per section 3(f)(2), Southcoast was only required to prorate Gutierrezs wRVUs “as necessary based upon any family/medical leave of absence for qualifying periods of Physicians disability.” Because nothing in the agreement allows prorating wRVUs for any other reason besides family/medical leave, Southcoast properly applied a fifty percent adjustment factor to calculate Gutierrezs adjusted clinical pool.
b. AQC/TME payments. On March 16, 2017, Gutierrez received a $25,838.40 TME payment, and a $7,980.68 AQC payment, totaling $33,810.08. The parties interpret the AQC/TME provisions of the agreement differently. Southcoast argues that the payments before the end of the fiscal year were an advance, and that Gutierrez was not entitled to them. Gutierrez argues that he was entitled to the payments and that they should be part of the adjusted clinical pool. To determine whose interpretation is correct, we must “construe the contract as a whole, in a reasonable and practical way, consistent with its language, background, and purpose” (quotation and citation omitted). Massachusetts Property Ins. Underwriting Assn v. Wynn, 60 Mass. Ap. Ct. 824, 827 (2004).
At issue are section 3(d) and section 9 of schedule A of the agreement. Section 3(d) states, in relevant part:
“All AQC Quality Payments and TME Incentive Payments accrued by Physician shall be subject to adjustment in accordance with Section 3(f) below. In the event that Physicians employment by the Corporation is terminated prior to the payment of any AQC Quality Payments and TME Incentive Payments accrued by Physician, as adjusted, such AQC Quality Payments and TME Incentive Payments shall be contributed to the Payor Blind Quality Pool, as described in Section 9 below.”
Section 9 reads, in relevant part:
“Effect of Termination. Physician shall not have earned and shall not be entitled to any portion of the ․ AQC Quality Payments [or] TME Incentive Payments ․ which has not been distributed by the Corporation prior to termination of Physicians employment with the Corporation.”
Gutierrez argues that the contrapositive of section 9 dictates that he be able to keep the AQC/TME payments. A contrapositive is “a proposition resulting from the operation of contraposition”; contraposition is defined as “an operation of immediate inference in which the terms of a given proposition are permutated and negated.” Websters Third New International Dictionary 495 (2002). Gutierrez argues that the contrapositive of section 9 has the same logical equivalence and would read:
“Physician shall ․ have earned and shall ․ be entitled to any portion of the ․ AQC Quality Payments [or] TME Incentive Payment ․ which has ․ been distributed by the Corporation prior to termination of Physicians employment with the Corporation.”
This argument fails for two reasons. First, simply removing the word “not” does not turn a sentence into its contrapositive. The sentence must be “permutated and negated” and here, the propositions are simply negated, which does not make it a true contrapositive. Second, though Gutierrez cites various cases that have used contrapositive logic,
3
he cites none in Massachusetts case law in the context of contract interpretation. As such, we must take the contract language at face value.
Gutierrezs second argument is that Southcoasts reading of section 9, that Gutierrez only earned the AQC/TME payments at year end, would make portions of section 3(d) and section 9 superfluous. In Massachusetts law, a contract should not be interpreted in a way that renders any provision superfluous. See Balles, 476 Mass. at 575 n.17. The argument is this: if all AQC/TME payments are forfeited upon termination, any mentions in sections 3(d) and 9 to specify that undistributed accruals are forfeited, is superfluous. However, these sections become relevant if a physician works for Southcoast for multiple years, or is terminated within the ninety-day review period after the compensation year ends.
Southcoast claims that Gutierrezs interpretation of the agreement ignores other, substantial portions of the agreement. Southcoast focuses on the phrase “as adjusted” in section 3(d), arguing that it demonstrates that until AQC/TME payments are adjusted they are not earned. “It is an elementary rule in the interpretation of contracts that whenever reasonably practicable every word shall be given effect.” DeWolfe v. Hingham Ctr., Ltd., 464 Mass. 795, 806 (2013).
Here, the plain meaning of section 9 is that only the unadjusted AQC/TME payments are added to the “Payor Blind Quality Pool” once a physician is terminated. Additionally, section 5(b) requires Southcoast to “[w]ithin ninety (90) days following the close of each Compensation Period ․ calculate Physicians Adjusted Clinical Pool.” When interpreted with the agreement as a whole, this section directs Southcoast to calculate the adjusted clinical pool, which includes applying the adjustments pursuant to section 3(d). Gutierrez argues that the AQC/TME payments he had received were already “distributed” to him, entitling him to those payments. However, the term “distributed” “must be considered in the context of the entire contract rather than in isolation” (quotation and citation omitted). Biewald v. Seven Ten Storage Software, Inc., 94 Mass. App. Ct. 376, 380 (2018). Because the plain meaning of the agreement states that the adjustment happens after the close of the compensation period, and section 3(d) only permits the physician from keeping AQC/TME payments that have not been adjusted, we conclude that Gutierrez was not entitled to any of the AQC/TME payments. As a result, Southcoast does not owe Gutierrez any wages.
c. Holiday pay. Upon termination, Gutierrez received $4,423.20 for forty hours of holiday time. Because we conclude above that Southcoast does not owe Gutierrez any wages, the issue whether Southcoast could offset the wages it owes with the holiday pay is moot. See Norwood Hosp. v. Munoz, 409 Mass. 116, 121 (1991).
3. Conclusion. Taking the agreement as a whole, we conclude that Southcoast was not required to prorate Gutierrezs wRVUs and properly capped his adjusted clinical pool at fifty percent. We also conclude that the language of the agreement did not grant Gutierrez AQC/TME payments until the end of his compensation period. Since he was terminated before this time, Gutierrez was not entitled to these payments. Lastly, because Southcoast did not owe Gutierrez any wages under the Wage Act, the issue of offsetting those wages using holiday pay is moot. Southcoast has already distributed $226,990.52 to Gutierrez, and we conclude that he is not owed any more wages. Accordingly, so much of the judgment pertaining to the holiday pay deduction is reversed. In all other respects, the judgment is affirmed.
So ordered.
FOOTNOTES
1
. This case is ripe for appellate review. Though Gutierrez moved for partial summary judgment, and the judge granted summary judgment to Southcoast “to the extent Gutierrez alleges a violation based on the AQC/TME calculation,” all claims were adjudicated in the summary judgment order and final judgment. Both parties agreed at oral argument that no issues or claims remain following a disposition of these appeals.
2
. A physicians adjustment is capped at fifty percent of the clinical pool if the doctor does not “personally perform[ ] at least 5,000 worked relative value units (wRVUs),” which is the unit used to measure total time and intensity worked.
3
. See Nolan v. Fitzpatrick, 451 F.2d 545, 547 (1st Cir. 1971); SimpliVity Corp. v. Springpath, Inc., U.S. Dist. Ct., No. 4:15-13345-TSH (D. Mass. July 15, 2016); Board of Selectmen of Grafton v. Grafton & Upton R.R. Co., U.S. Dist. Ct., No. 12-cv-40164-TSH (D. Mass. May 22, 2013).