                  NOT RECOMMENDED FOR FULL-TEXT PUBLICATION
                             File Name: 10a0680n.06

                                           No. 09-5720

                          UNITED STATES COURT OF APPEALS
                               FOR THE SIXTH CIRCUIT
                                                                                         FILED
                                                                                     Nov 04, 2010
MARYMOUNT MEDICAL CENTER, INC.,                          )                     LEONARD GREEN, Clerk
                                                         )
       Plaintiff-Appellee,                               )
                                                         )
v.                                                       )
                                                         )    ON APPEAL FROM THE UNITED
PALMARIS IMAGING, LLC,                                   )    STATES DISTRICT COURT FOR
                                                         )    THE EASTERN DISTRICT OF
       Defendant-Appellant.                              )    KENTUCKY
                                                         )
                                                         )
                                                         )



Before: KETHLEDGE and WHITE, Circuit Judges; and BECKWITH, District Judge.*


       KETHLEDGE, Circuit Judge. This case arises from a contract dispute between Palmaris

Imaging, LLC and Marymount Medical Center, Inc. The contract said that Palmaris would provide

radiology services to Marymount, a hospital. Palmaris terminated the contract less than a year after

it began. Palmaris cited two reasons for the termination: First, it said Marymount had not employed

and retained competent non-physician personnel in Marymount’s radiology department. Second, it

said that Marymount’s radiology equipment was inadequate. The question presented at trial was

whether these reasons amounted to “cause” for termination under § 4.5 of the contract.




       *
        The Honorable Sandra S. Beckwith, United States District Judge for the Southern District
of Ohio, sitting by designation.
       The district court conducted a five-day bench trial on that question, after which it entered an

order comprising 38 pages of factual findings (none of which Palmaris challenges here) and 18 pages

of legal conclusions. The court construed “cause,” as used in § 4.5 of the contract, to require some

violation of the contract itself, since that same section gives the “violating party” 30 days to cure.

We think that is an eminently sensible reading of the words and structure of the provision. The

district court then held that neither of Palmaris’s asserted grounds for termination amounted to cause.

We find no error in that conclusion. The personnel problems were not due to a breach by

Marymount of its obligation to “employ and retain” non-physician personnel, see § 2.6. Instead, the

district court said, those problems were the result of a breach of a different obligation—namely, that

of Palmaris to provide Marymount a “Medical Director” whose duties expressly included

supervision of the personnel that Palmaris said were not doing their jobs well. We see no basis for

disagreement with the facts or reasoning that underlay that conclusion.

       Palmaris’s second ground for termination fares no better. The record amply supports the

district court’s conclusion that Palmaris knew or should have known what kind of radiology

equipment Marymount possessed at the time of the agreement. Palmaris in fact asked Marymount

to purchase only one piece of equipment—a “multi-plate CR.” Marymount promptly bought that

piece of equipment. Palmaris can hardly complain now that Marymount did not buy more than

Palmaris asked it to buy. And we otherwise have no disagreement with the district court’s findings

and conclusions in its careful and exhaustive opinion.

      The district court’s judgment is affirmed.
