Twin Med LLC v. Skyline Healthcare LLC

United States Court of Appeals
For the Eighth Circuit
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No. 22-2953
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Twin Med LLC
Plaintiff - Appellee
v.
Skyline Healthcare LLC
Defendant - Appellant
Pro Procurement Services LLC
Defendant
Joseph Schwartz; Searcy Holdings LLC, doing business as Searcy Health and
Rehab; Lonoke Healthcare Center and Rehabilitation Facility LLC, doing business
as Grand Prairie Care and Rehabilitation
Defendants - Appellants
Spring Place Healthcare & Rehabilitation Center LLC
Defendant
Broadway Health Holdings LLC, doing business as Broadway Health and
Rehabilitation, doing business as Broadway Holdings LLC; Laurel Brook
Healthcare & Rehabilitation Center LLC
Defendants - Appellants

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Dierks Healthcare & Rehabilitation Center LLC
Defendant
Highlands of Little Rock West Markham LLC, doing business as Highlands of
Little Rock at Midtown Therapy and Living Center; Highlands of Mountain View
SNF Holdings LLC, doing business as Highlands of Mountain View Therapy and
Living Center; Magnolia Health Holdings LLC; White Hall Holdings LLC, doing
business as White Hall Health and Rehab; Linrock Health Care and Rehabilitation
Center LLC; Batesville Holdings LLC, doing business as Batesville Health and
Rehab LLC; Heritage of Hot Springs Holdings LLC, doing business as Heritage of
Hot Springs, doing business as Hot Springs Holding LLC; Mine Creek Holdings
LLC, doing business as Mine Creek Health and Rehab; Highlands of Fort Smith
Holdings LLC, doing business as Highlands of Fort Smith Therapy and Living
Center; Jonesboro Holdings LLC, doing business as Jonesboro Health and Rehab
LLC; Highlands of Stamps Holdings LLC, doing business as Highlands of Stamps
Therapy and Living Center; Highlands of Stamps LLC, doing business as
Highlands of Stamps Therapy and Living Center; Highlands of Rogers Dixieland
Holdings LLC, doing business as Highlands of Northwest Arkansas Therapy and
Living Center; Creekside Health Holdings LLC, doing business as Creekside
Health and Rehab, doing business as Creekside Holdings LLC; Lindley HealthCare
and Rehabilitation Center LLC, doing business as Lindley Healthcare and
Rehabilitation Center; Crown Point HealthCare & Rehabilitation Center LLC
Defendants - Appellants
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Appeal from United States District Court
for the Eastern District of Arkansas - Central
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Submitted: December 12, 2023
Filed: February 23, 2024
[Unpublished]
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Before GRUENDER, GRASZ, and KOBES, Circuit Judges.
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PER CURIAM.
Twin Med LLC distributes disposable medical supplies. Skyline Healthcare
LLC, whose sole member is Joseph Schwartz, operated nursing homes throughout
the country. In late 2016 or early 2017, Twin Med began providing Skyline with
disposable medical supplies.
In November 2017, Twin Med and Skyline executed a medical supply
agreement. Skyline entered into the agreement on behalf of itself and numerous
nursing homes throughout the country. In the agreement, Joseph Schwartz
“personally guarantee[d] the prompt, full and complete payment of all unpaid, past
due invoices, and any other liabilities relating to, or arising out of, this Agreement.”
Twin Med supplied Skyline in accordance with the agreement, but Skyline
eventually stopped paying Twin Med for its products. Twin Med then sued Skyline,
Schwartz, and many of the nursing homes they ran (collectively, “Skyline”). Twin
Med alleged several claims for relief in its operative complaint,1 including a breach-
of-contract claim against Skyline for failure to pay Twin Med and a breach-of-
contract claim against Schwartz for refusing to pay on his personal guarantee.
The district court2 granted summary judgment to Twin Med on both breach-
of-contract claims. Skyline appeals, raising three arguments which we review de
novo. See Houston v. Saint Luke’s Health Sys., Inc., 76 F.4th 1145, 1149 (8th Cir.
2023). “We will affirm if the evidence, viewed in the light most favorable to the
non-moving party, shows that no dispute of material fact exists and that the moving
party is entitled to judgment as a matter of law.” Id.
1 We grant Twin Med’s motion to supplement the record with the email
containing the district court’s ruling that granted Twin Med’s motion for leave to
file an amended complaint.
2 The Honorable James M. Moody, Jr., United States District Judge for the
Eastern District of Arkansas.

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First, Skyline argues that the district court erred in granting summary
judgment on the breach-of-contract claim against it because the undisputed facts did
not establish the existence of a contract. Skyline says that Sam Rosenbaum, the man
who signed the medical supply agreement on Skyline’s behalf, lacked authority to
bind the company. This argument fails because Skyline admitted in its answer that
it entered into the medical supply agreement with Twin Med. “[A]dmissions
contained in pleadings are binding,” even when “the admitting party later produce[s]
evidence contrary to those admissions.” Mo. Hous. Dev. Comm’n v. Brice, 919 F.2d
1306, 1314 (8th Cir. 1990); see Nat’l Sur. Corp. v. Ranger Ins., 260 F.3d 881, 886
(8th Cir. 2001) (“Factual statements in a party’s pleadings are generally binding on
that party unless the pleading is amended.”). Thus, Skyline is bound by its admission
that it entered into the medical supply agreement with Twin Med.
Second, Schwartz argues that the district court erred in granting summary
judgment on the personal-guarantee claim because the undisputed facts do not
establish that he signed the guarantee. Schwartz testified that he had no recollection
of signing the personal guarantee and that it was his practice never to sign such
guarantees. Yet Schwartz admitted in his answer that he had “signed and agreed to
personally guarantee ‘the prompt full and complete payment of all unpaid, past due
invoices and any other liabilities relating, or arising out of’ the Agreement.” The
answer further admits that “Schwartz signed a guarantee whereby he agreed to
personally guarantee all debts owed to Plaintiff pursuant to the Agreement by the
Defendants.” Like Skyline, Schwartz is bound by his admissions. See Brice, 919
F.2d at 1314; Nat’l Sur. Corp., 260 F.3d at 886.
Third, Skyline argues that the district court erred in granting summary
judgment and awarding damages in an amount “exceed[ing] the bounds of the
alleged Medical Supply Agreement.” But Skyline did not raise this argument in its
opposition to Twin Med’s motion for summary judgment. “Absent exceptional
circumstances, not present here, we cannot consider issues not raised in the district
court.” Heuton v. Ford Motor Co., 930 F.3d 1015, 1022 (8th Cir. 2019). More
specifically, “a party cannot assert arguments that were not presented to the district

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court in opposing summary judgment in an appeal contesting an adverse grant of
summary judgment.” See Cole v. Int’l Union, United Auto., Aerospace & Agric.
Implement Workers of Am., 533 F.3d 932, 936 (8th Cir. 2008). For this reason, we
decline to consider Skyline’s final argument.
We affirm the judgment of the district court.
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