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STATE OF MICHIGAN
COURT OF APPEALS


DETROIT MEDICAL CENTER, HARPER HUTZEL HOSPITAL, DETROIT RECEIVING HOSPITAL AND UNIVERSITY HEALTH CENTER, and SINAI GRACE HOSPITAL, Plaintiffs/CounterdefendantsAppellees, and COUNTY OF WAYNE, Intervening Plaintiff/ Counterdefendant-Appellee, and HENRY FORD HEALTH SYSTEM, OAKWOOD HEALTHCARE, INC., and ST. JOHN HEALTH, Intervening Plaintiffs-Appellees, v URBAN HOSPITAL CARE PLUS, Defendant/Cross-Plaintiff/CrossDefendant-Appellee, and ULTIMED HMO OF MICHIGAN, INC., Defendant/Counterplaintiff/CrossPlaintiff/Cross-Defendant-Appellant, and ULTICARE, INC.,

UNPUBLISHED December 13, 2005

No. 257411 Wayne Circuit Court LC No. 03-317433-CK

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Defendant.

Before: Cavanagh, P.J., and Cooper and Donofrio, JJ. PER CURIAM. Defendant Ultimed HMO of Michigan, Inc. ("UltiMed"), appeals as of right from orders approving a distribution plan and directing the release of trust funds. Because the trial court did not abuse its discretion by approving the distribution plan, we affirm. The grant or denial of the motion to approve the distribution plan was within the trial court's discretion, therefore, this Court's review is limited to whether the trial court abused its discretion. An abuse of discretion occurs when an unprejudiced person, considering the facts upon which the trial court relied, would conclude that there was no justification or excuse for the decision. City of Novi v Robert Adell Children's Funded Trust, 473 Mich 242, 254; 701 NW2d 144 (2005). In addition, the proper interpretation of a contract is a question of law which this Court reviews de novo. Wilkie v Auto-Owners Ins Co, 469 Mich 41, 47; 664 NW2d 776 (2003); Grand Trunk W R Co, Inc v Auto Warehousing Co, 262 Mich App 345, 350; 686 NW2d 756 (2004). In interpreting a contract, this Court's obligation is to determine the intent of the parties. Quality Products & Concepts Co v Nagel Precision, Inc, 469 Mich 362, 375; 666 NW2d 251 (2003). This Court must examine the language of the contract and accord words their ordinary and plain meanings if such meanings are apparent. Wilkie, supra at 47. If the language is unambiguous, courts must interpret and enforce the contract as written. Quality Products, supra at 375. "Thus, an unambiguous contractual provision is reflective of the parties' intent as a matter of law." Id. The first step in analyzing whether the trial court abused its discretion in approving the distribution plan is to determine whether defendant Urban Hospital Care Plus ("UHCP") properly withheld its July, August, and September 2003 payments to UltiMed. Under the provider contract between UltiMed and UHCP ("the provider contract"), UHCP was authorized to withhold these payments. Section 10.04 of the provider contract states: The Corporation [UHCP] may suspend its payments to the Contractor [UltiMed] at any time the Contractor fails to comply with Section 4.03, 13.04 or 34.01. Section 34.01 of the contract provides, in relevant part: The Contractor shall immediately inform the Corporation of material change in its operation, corporate structure, ownership or financial condition. Material changes include, but are not limited to a material: *** F. Delinquent payment, or nonpayment, of subcontractors or providers.

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UHCP suspended its payments to UltiMed in July 2003 because of the DMC plaintiffs'1 allegations of unpaid claims. UHCP notified UltiMed of the suspension in a letter indicating that UHCP was invoking its rights under

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Michigan Law