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STATE OF MICHIGAN
COURT OF APPEALS


HEALTHSOURCE, Plaintiff-Appellee, v URBAN HOSPITAL CARE PLUS, Defendant-Appellant.

UNPUBLISHED December 14, 2006

No. 270482 Wayne Circuit Court LC No. 05-531775-CZ

Before: Whitbeck, C.J., and Sawyer and Jansen, JJ. PER CURIAM. Defendant appeals as of right the trial court's grant of summary disposition in favor of plaintiff pursuant to MCR 2.116(C)(10). We affirm the grant of summary disposition, but remand for further proceedings. I. Facts Defendant is a non-profit entity that receives public funding to support health care programs in Wayne County. Among other projects, defendant arranged funding for the now terminated PlusCare program, which provided health care for indigent Wayne County residents. Plaintiff, a subsidiary of the Detroit Medical Center, was one of two contractors retained by defendant to provide medical services to PlusCare program enrollees.1 Under the contract between plaintiff and defendant, defendant was required to regularly compensate plaintiff on a per-patient basis, paying a set amount monthly for each Wayne County resident enrolled in the PlusCare program. Under the contract, a portion of the PlusCare monies owed by defendant to plaintiff were to be withheld and deposited into a trust account. This trust account was designed to ensure that sufficient PlusCare funds would remain available to pay for services in the event of plaintiff's insolvency. It is undisputed that more than $2 million owed by defendant to plaintiff was withheld and is currently contained in the trust account.

Defendant also contracted with a second contractor, UltiMed, to provide health care services for PlusCare enrollees.

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The contract between plaintiff and defendant governed the creation and maintenance of the trust account. Section 13.01 of the contract provided: [Plaintiff] shall enter into a trust agreement with [defendant] as set forth in Appendix B. All amounts entitled "Trust Deposits" in Appendix B shall be reductions of the amounts otherwise payable to [plaintiff] under . . . this contract, and [plaintiff] shall have no rights to such Trust Deposits except as expressly set forth in Appendix B. Section 13.02 of the contract required plaintiff to submit to defendant regular budget projections, balance sheets, financial statements, claims reports, and other financial information. Appendix B of the contract contained the parties' trust agreement. As executed by the parties, this trust agreement provided that "[defendant] shall deposit with the Trustee for the Trust the sum of $1,370,472, which shall constitute the initial deposit for the Trust as agreed to by [defendant] and [plaintiff]." The agreement also provided that "[e]ach payment to [plaintiff under this agreement] after the date of this Trust Agreement shall be reduced by up to 7

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Michigan Law