Illinois Appellate Court Affirms Summary Judgment Dismissing Nursing Home That Had Sold Itself to Another Company

Countryside Care Centre was a nursing home in Aurora, Ill., a suburb west of Chicago. On Dec. 31, 2011, Countryside Care, LLC transferred the nursing home and the operation of it to Symphony Countryside, LLC. All employees were terminated with Symphony, which then had sole discretion on rehiring.

The sale agreement stated that “[n]othing contained herein shall be construed as forming a joint venture or partnership between the parties hereto.” Symphony was authorized and licensed to run the nursing home starting in January 2012.

On April 16, 2014, Lillie Michelet was admitted to Presence Mercy Medical Center with shortness of breath and chest pains. She was diagnosed with congestive heart failure.

Michelet, then 74 years old, was recommended for pulmonary rehabilitation at a nursing home, and after initial resistance, was admitted to the Symphony nursing home on April 21, 2014.

When she was discharged on June 21, 2014, she had open wounds, rashes, blisters, infections and bed sores. She died on June 29, 2014 from septic shock when these open wounds became infected.

Williams Harris, as administrator of her estate, filed a lawsuit against Countryside Care. Countryside Care moved to dismiss, arguing that it had sold the nursing home to Symphony in 2011. Harris then added Symphony as a defendant, keeping Countryside as a defendant and alleging Countryside to be “agents, employees, apparent agents and/or joint venturers” of Symphony.

Countryside moved for summary judgment, noting that the business had no ownership or authority over Symphony, but Harris maintained by calling the home the Countryside Care Centre, Symphony held themselves out as an agent of Countryside and did so with the knowledge and acquiescence of Countryside.

The trial court granted summary judgment in favor of Countryside, holding that letting a successor continue to use a business name did not constitute “holding out” the new owner as an agent of the old owner. The court noted that to rule otherwise meant no company would be willing to sell a company with the same trade name to be used post-sale. On that order, Harris appealed.

Harris argued that an initial fact remained as to whether Symphony was the apparent agent of Countryside. The doctrine of apparent authority holds that “[a] principal will be bound not only by that authority which he actually gives to another, but also by the authority that he appears to give.”

The appellate court disagreed. The Illinois Appellate Court noted that “[i]t is common for a purchaser of a business to also purchase rights to the business’s trade name” and that it does not reasonably suggest that the employees who work at the business are still agents of the prior owner.

The appellate court emphasized that, despite retaining the name Countryside Care Centre, the website and all submitted evidence from the nursing home indicated that it is “a member of the Symphony Post-Acute Network.” In addition, the public records displayed Symphony’s purchase and operation of the nursing home years before Michelet’s admission, which led the Illinois Appellate Court to conclude that there were not issues of material fact remaining. As a result, the appellate court affirmed the trial court’s decision granting the summary judgment motion dismissing Countryside.

William Harris, as Administrator of the Estate of Lillie Michelet v. Symphony Countryside, LLC, Countryside Care Centre, Inc., Countryside Care, LLC, et al., 2019 IL App (1^st) 180160 (March 19, 2019).

Kreisman Law Offices has been handling nursing home abuse lawsuits, nursing home bed sore cases, nursing home wrongful death cases and medical malpractice lawsuits for individuals, families and loved ones who have been harmed, injured or died as a result of the carelessness or negligence of a medical provider for more than 40 years in and around Chicago, Cook County and its surrounding areas, including Waukegan, Winthrop Harbor, Round Lake Beach, Fox Lake, Vernon Hills, Lake Zurich, Barrington, Hawthorne Woods, Kildeer, Northbrook, Northfield, Mount Prospect, Norridge, Franklin Park, Lombard, Villa Park, Bloomingdale, Itasca, Hoffman Estates, Palatine, Chicago (Ravenswood, Edgewater, Uptown, Boys Town, Roscoe Village, Old Town, Gold Coast, Near East Side, Printer’s Row, South Loop, Fulton River District, Goose Island, Near North Side, Wrigleyville, Buena Park, Lincoln Square, Peterson Park, Little India, Loyola Park), Evanston, Skokie, Niles, Morton Grove and Buffalo Grove, Ill.