Opinion

NORCOTT, J.

This appeal arises from the decision of the defendant health maintenance organization, Health Net of the Northeast, Inc., to terminate the plaintiff physician, Randolph Ramirez, from its network of health care providers, after the plaintiff had signed a consent order with the Connecticut state department of public health (department), wherein his license was placed on probationary status. On appeal, the plaintiff contends that the trial court improperly granted the defendant's motion for summary judgment in this action alleging breach of contract and violation of the Connecticut Unfair Trade Practices Act (CUTPA), General Statutes § 42-110a et seq., because, inter alia: (1) grounds did not exist to terminate the plaintiff "for cause" under the relevant provisions of the physician agreement that governed the parties' relationship (agreement), regardless of the fact that it also contains a separate "without cause" termination provision; and (2) the termination of the plaintiff violated CUTPA in that it unfairly deprived the greater Bridgeport area of one of its few bilingual physicians, despite the fact that the medical care provided by the plaintiff was deemed appropriate. We disagree with these claims, and we affirm the judgment of the trial court.

The record reveals the following undisputed facts and procedural history. The defendant is a health maintenance organization that has established a network of health care providers available to render medical services to its enrollees (network). A physician who applies to become a "participating physician" in the network must meet the defendant's credentials criteria for participating and covering physicians (credentials criteria) and be approved by its credentialing committee.

In 1998, the plaintiff applied to join the network of Physicians Health Services, Inc., the defendant's corporate predecessor. After the credential committee for Physicians Health Services, Inc., approved the plaintiff's application to join the network, the parties executed the agreement, which had been predrafted and was not subject to further negotiation, to govern their relationship. Among other provisions governing the parties' relationship, § 2.2 of the agreement required the plaintiff to "cooperate in and be bound and abide by all the programs, protocols, rules and regulations" prescribed in the Office Manual (manual). The defendant distributes the manual, which it revises at its sole discretion from time to time, to all participating physicians, and it provides procedures for billing, referrals and authorizations, utilization review, quality assessment, medical policies and coding guidelines. The manual states further that participating physicians may be sanctioned for breaches of "[q]uality and/or [a]dministrative standards," and that the available sanctions may include termination.

The agreement also includes provisions governing the termination of the parties' relationship, both "[w]ithout [c]ause" and "[f]or [c]ause." The "[w]ithout [c]ause" provision states that the agreement may be terminated "at any time, by either party by written notice to the other party [ninety] days in advance of the date of termination stated in the notice. It is expressly understood that this provision may apply and that [the defendant] may terminate this [a]greement upon [ninety] days' written notice for any reason, including without limitation, restructuring the network of providers and failure of [the] [p]hysician to be recredentialed by [the defendant] in accordance with its credentialing criteria. . . ." (Emphasis added.) In contrast, the "[f]or [c]ause" provision states that the agreement may be terminated pursuant to that section with sixty days notice for a variety of enumerated reasons, including, for example, the physician's absence from the defendant's service area for a "material" period of time, the physician's insolvency or failure to maintain adequate licensure or liability insurance. Finally, the termination provisions include "[d]ue [p]rocess [p]rotocols" that provide for an "appeal [of] the termination decision in accordance with the due process procedures set forth in the [manual]."

In 2000, following allegations that he had behaved in an inappropriate manner during the examinations and treatment of three different female patients on multiple occasions during 1997, the plaintiff entered into a consent order with the department that placed his license on probationary status for three years, until April, 2003. The consent order recited that the plaintiff, although admitting no guilt or wrongdoing, nevertheless had "chosen not to contest" those allegations, and thus the department never was required to prove them. The consent order did not "restrict or impair" the plaintiff's ability to practice medicine, other than to require him to have a female present "during any examination or treatment of a disrobed or partially disrobed female patient." The department subsequently notified the defendant that it had placed the plaintiff's license on probationary status.

Thereafter, in August, 2001, Mike Oesau, the defendant's medical director, sent a letter to the plaintiff terminating his membership in the network, effective ninety days from the receipt of that letter. The letter informed the plaintiff that "you no longer meet the credentials criteria for participation" since "you have a probationary status on your medical license and your license is permanently restricted. . . ." The letter advised the plaintiff that he could appeal the termination in writing pursuant to procedures set forth in the manual.

Thereafter, the plaintiff took an internal appeal from the defendant's decision to terminate him from the network, and the defendant notified the plaintiff that his appeal would be heard by a panel of three physicians, specifically Robert Willig, a medical director for the defendant, and two out-of-state physicians, Scott Breidbart and Stephen Friedhoff. The plaintiff did not know that Breidbart and Friedhoff, who resided out of state, were employees of the defendant.

In November, 2001, the panel heard the appeal at the defendant's office in Shelton. Willig was physically present at the hearing, but Breidbart and Friedhoff participated by telephone without objection from the plaintiff. The plaintiff testified before the panel, and his counsel addressed the panel and submitted documentary evidence. The plaintiff described his reasons for entering into the consent order with the department, the factual circumstances giving rise to those cases, and the nature and scope of his practice. The panel then deliberated over two days, and voted unanimously to uphold the defendant's decision to terminate the plaintiff.

Thereafter, the plaintiff brought this action alleging that the defendant had breached the agreement when it terminated his network participation, and seeking compensatory and punitive damages, injunctive relief and attorney's fees and costs. The plaintiff also alleged that, because the defendant's policies and credentials criteria were silent about the effect of probationary status, and the appeals process was a sham, the defendant had violated CUTPA by terminating him. After the trial court, Thim, J., denied the plaintiff's motion for a temporary injunction, the defendant moved, and the plaintiff cross moved, for summary judgment pursuant to Practice Book § 17-44 et seq.

The trial court, Hiller, J., concluded that the defendant properly had terminated the plaintiffs network membership pursuant to the unambiguous language of the agreement's "`without cause'" provision because it had given the plaintiff the requisite ninety days notice, and the clause permits termination for "`any reason.'" The trial court also concluded that there were no genuine issues of material fact with respect to the plaintiff's CUTPA claim because the defendant had followed all of its appeal procedures and the appeal process was not "unfair, deceptive, immoral or unethical." Accordingly, the court granted the defendant's motion and denied the plaintiff's cross motion for summary judgment. The trial court then denied the plaintiff's motion for reargument, and rendered judgment accordingly. This appeal followed.

"As a preliminary matter, we set forth the appropriate standard of review. In seeking summary judgment, it is the movant who has the burden of showing the nonexistence of any issue of fact. The courts are in entire agreement that the moving party for summary judgment has the burden of showing the absence of any genuine issue as to all the material facts, which, under applicable principles of substantive law, entitle him to a judgment as a matter of law. The courts hold the movant to a strict standard. To satisfy his burden the movant must make a showing that it is quite clear what the truth is, and that excludes any real doubt as to the existence of any genuine issue of material fact. . . . As the burden of proof is on the movant, the evidence must be viewed in the light most favorable to the opponent. . . . When documents submitted in support of a motion for summary judgment fail to establish that there is no genuine issue of material fact, the nonmoving party has no obligation to submit documents establishing the existence of such an issue. . . . Once the moving party has met its burden, however, the opposing party must present evidence that demonstrates the existence of some disputed factual issue. . . . It is not enough, however, for the opposing party merely to assert the existence of such a disputed issue. Mere assertions of fact . . . are insufficient to establish the existence of a material fact and, therefore, cannot refute evidence properly presented to the court under Practice Book § [17-45]. . . . Our review of the trial court's decision to grant [a] motion for summary judgment is plenary." (Internal quotation marks omitted.) Zielinski v. Kotsoris, 279 Conn. 312, 318-19, 901 A.2d 1207 (2006).

I

We begin with the plaintiff's claim that the defendant breached the agreement by terminating him in violation of the "for cause" provision. The plaintiff contends that the availability of the appeal process indicates that his termination had to have occurred under that clause, rather than the "without cause" provision because, under the agreement, a terminated physician has no right to appeal unless the termination is "for cause." Thus, the plaintiff argues that the trial court improperly concluded that the defendant had not breached the agreement because "for cause" terminations are available only for certain enumerated reasons, none of which includes the physician's license having been placed on probationary status. In sum, the plaintiff contends that the defendant's interpretation renders the "for cause" provision meaningless because the defendant's rationale would give it "the absolute right to terminate any physician from its network, upon [ninety] days notice, and . . . the physician would have no recourse."

In response, the defendant contends that the "plain language of the . . . agreement permitted termination `for any reason,'" with the requisite ninety days notice under the "`without cause'" provision. The defendant argues that it is undisputed that the plaintiff received ninety days notice, and that "no facts support the contention that [it] terminated [the plaintiff] under the `for cause' provision. . . ." It emphasizes that there is a difference between having a "reason" to terminate the agreement, as opposed to terminating the agreement "`for cause.'" Indeed, the defendant notes that the plaintiffs construction "defies common sense," and that the "`without cause'" provision itself gives specific reasons for such termination, which makes clear that its applicability is not limited only to terminations for no reason at all. Moreover, the defendant notes that an appeal is available for termination under either provision, and that the "for cause" provision is not surplusage because, in comparison, it: (1) may only be invoked by the defendant; (2) permits the defendant to provide less notice to the physician; and (3) permits the defendant to suspend a physician immediately in certain circumstances. We agree with the defendant's construction of the agreement.

The law governing the construction of contracts is well settled. "When a party asserts a claim that challenges the trial court's construction of a contract, we must first ascertain whether the relevant language in the agreement is ambiguous. . . . A contract is ambiguous if the intent of the parties is not clear and certain from the language of the contract itself. . . . Accordingly, any ambiguity in a contract must emanate from the language used in the contract rather than from one party's subjective perception of the terms. . . . When the language of a contract is ambiguous, the determination of the parties' intent is a question of fact. . . ." (Citations omitted; internal quotation marks omitted.) David M. Somers Associates, P. C. v. Busch, 283 Conn. 396, 402-403, 927 A.2d 832 (2007).

Similarly, "[w]e accord the language employed in the contract a rational construction based on its common, natural and ordinary meaning and usage as applied to the subject matter of the contract. . . . Where the language is unambiguous, we must give the contract effect according to its terms. . . . Where the language is ambiguous, however, we must construe those ambiguities against the drafter." (Citations omitted.) Cantonbury Heights Condominium Assn., Inc. v. Local Land Development, LLC, 273 Conn. 724, 735, 873 A.2d 898 (2005). Moreover, in construing contracts, we give effect to all the language included therein, as "the law of contract interpretation . . . militates against interpreting a contract in a way that renders a provision superfluous." (Internal quotation marks omitted.) Wesley v. Schaller Subaru, Inc., 277 Conn. 526, 546, 893 A.2d 389 (2006).

We conclude that the trial court correctly determined that the defendant properly terminated the plaintiff's membership pursuant to the agreement's "without cause" provision. This provision is plain and unambiguous, and permits the defendant to terminate the agreement "upon [ninety] days' written notice for any reason, including without limitation, restructuring the network of providers and failure of [p]hysician to be recredentialed by [the defendant] in accordance with its credentialing criteria, and even though grievance, discipline or termination proceedings of any kind may then be pending against [p]hysician." (Emphasis added.) This broad and inclusive language, specifically the use of the word "any," gives the defendant expansive rights with respect to the membership status of its network physicians. See, e.g., Fink v. Golenbock, 238 Conn. 183, 196, 680 A.2d 1243 (1996) (describing arbitration clause governing "`[a]ny disputes arising under [the employment agreement]'" as having language that is "all-embracing, all-encompassing and broad"); cf. Beizer v. Goepfert, 28 Conn. App. 693, 699, 613 A.2d 1336 (quoting dictionary definition of "`[a]ny'" in concluding that "phrase `any contract action' also lends itself to a broad construction of what claims are included" under attorney trial referee statute, General Statutes § 52-549n), cert. denied, 224 Conn. 901, 615 A.2d 1044 (1992), cert. denied, 507 U.S. 973, 113 S. Ct. 1416, 122 L. Ed. 2d 786 (1993).

Indeed, this reading of the agreement does not render the "for cause" provision superfluous. That section is far more draconian for the physician than is the "without cause" provision, and is more limited in its applicability. It is available only in nine discrete factual situations, including when a physician "fail[s] to maintain adequate licensure, certification, qualification or liability insurance," is "convicted of or pleads nolo contendere to a criminal offense," or that the physician's continued participation "may pose an imminent threat to the health or well-being of any [m]ember. . . ." See footnote 5 of this opinion. This clause also permits the defendant to remove a physician from its network far more expediently than the "without cause" provision because it allows termination with thirty days fewer notice, and also provides for the immediate suspension of a physician for certain specified violations.

Moreover, the fact that the plaintiff was offered an appeal does not render the termination one "for cause," because the appeals provisions set forth in both the agreement and the manual are triggered by "termination decision[s]," not "termination decisions for cause." (Emphasis added.) See footnotes 6 and 11 of this opinion. Indeed, under the manual, there is no entitlement to an appeal for all of the "for cause" terminations, as the appeals procedure, incorporated by reference into the agreement, provides that "[t]ermination shall be immediate upon notice, and this Appeals process will NOT apply in cases involving: Breach of contract for reasons other than (i) failure to follow quality standards, or (ii) failure to meet credentialing criteria . . . Risk of imminent harm to patient . . . A determination of fraud . . . A final disciplinary action by State licensing board or other governmental agency that impairs the Provider's ability to practice." Accordingly, we disagree with the plaintiff's arguments with respect to the significance of the appeals process provision because it is well settled that we "will not import terms into [an] agreement . . . that are not reflected in the contract." Gibson v. Capano, 241 Conn. 725, 732, 699 A.2d 68 (1997).

Finally, that the defendant had, and stated, a reason to terminate the plaintiff did not "transform" the nature of the termination or otherwise deprive the defendant of the use of the "without cause" provision. "The ordinary meaning of a without cause provision is that it includes cause, no cause, or even a reason morally indefensible." Biber v. Duplicator Sales Service, Inc., 155 S.W.3d 732, 735 (Ky.App. 2004) (concluding that "termination without cause" provision in computer network consulting contract "is not transformed into a `for cause only' provision because the party terminating the contract notifies the other party that the contract is being terminated for cause"); cf. Wisehart v. Meganck, 66 P.3d 124, 129 (Colo.App. 2002) (rejecting argument that "although the bank had the right to terminate [the plaintiff] with or without cause and for any reason, the fact that it claimed to have terminated him with cause and for a specific reason transformed the employment relationship from at will to one in which he could only be terminated for good cause"), cert. denied, 2003 Colo. LEXIS 265 (March 24, 2003). Accordingly, we conclude that the trial court properly granted the defendant's motion for summary judgment with respect to the plaintiffs breach of contract claims.

II

The plaintiff next contends that the trial court improperly granted the defendant's motion for summary judgment with respect to his CUTPA claim because the defendant's conduct during his termination, specifically the appeal process, was unfair and deceptive. Specifically, the plaintiff argues that the defendant's "ritualistic observance of the procedural niceties in terminating [him] (e.g., notice by registered mail, [ninety] days notice, etc.) does not cure the fundamental unfairness of its termination on grounds not recognized by the agreement and rubber-stamped by its own managerial employees. [The defendant] celebrates form over substance." The plaintiff further relies on our decision in Owens v. New Britain General Hospital, 229 Conn. 592, 643 A.2d 233 (1994), a hospital privileges case, in support of the proposition that public policy favors fairness in the termination of physicians from insurers' provider networks, and maintains that public policy does not support his termination because the appeals panel concluded that he had provided appropriate medical care. The plaintiff contends further that these actions by the defendant caused "substantial injur[ies]" to him and his patients because he is "one of the few bilingual physicians in the [g]reater Bridgeport area, and the only Hispanic doctor in the entire city of Stratford. Many of [the plaintiff's] former patients can no longer treat with [him], because their health care plans afford coverage only by physicians who are in [the defendant's] network of providers." In response, the defendant argues that, even if Owens is applicable in this context, the termination did not violate public policy because the defendant adhered to the plain and unambiguous terms of the agreement and the termination was founded on concerns for patient safety, given the events that led to the consent agreement with the department. The defendant also argues that, for the same reasons, the termination was not unfair or deceptive. We agree with the defendant, and conclude that the plaintiff's CUTPA claims lack merit.

"[General Statutes §] 42-110b (a) provides that [n]o person shall engage in unfair methods of competition and unfair or deceptive acts or practices in the conduct of any trade or commerce. It is well settled that in determining whether a practice violates CUTPA we have adopted the criteria set out in the cigarette rule by the federal trade commission for determining when a practice is unfair: (1) [W]hether the practice, without necessarily having been previously considered unlawful, offends public policy as it has been established by statutes, the common law, or otherwise — in other words, it is within at least the penumbra of some common law, statutory, or other established concept of unfairness; (2) whether it is immoral, unethical, oppressive, or unscrupulous; (3) whether it causes substantial injury to consumers, [competitors or other businesspersons]. . . . All three criteria do not need to be satisfied to support a finding of unfairness. A practice may be unfair because of the degree to which it meets one of the criteria or because to a lesser extent it meets all three." (Internal quotation marks omitted.) Ventres v. Goodspeed Airport, LLC, 275 Conn. 105, 154-55, 881 A.2d 937 (2005), cert. denied, U.S., 126 S. Ct. 1913, 164 L. Ed. 2d 664 (2006). "Thus a violation of CUTPA may be established by showing either an actual deceptive practice . . . or a practice amounting to a violation of public policy." (Internal quotation marks omitted.) Glazer v. Dress Barn, Inc., 274 Conn. 33, 82-83, 873 A.2d 929 (2005). "In order to enforce this prohibition, CUTPA provides a private cause of action to [a]ny person who suffers any ascertainable loss of money or property, real or personal, as a result of the use or employment of a [prohibited] method, act or practice. . . ." (Internal quotation marks omitted.) Stevenson Lumber Co.-Suffield, Inc. v. Chase Associates, Inc., 284 Conn. 205, 213-14, 932 A.2d 401 (2007), quoting General Statutes § 42-110g (a).

We begin with the defendant's first CUTPA argument, namely, that the termination violated public policy as expressed in our decision in Owens v. New Britain General Hospital, supra, 229 Conn. 592. In Owens, we concluded that "a substantial compliance test . . . is the proper test by which to measure whether a hospital has sufficiently complied with its bylaws in terminating a physician's medical staff privileges" because of the "overarching function that medical staff bylaws are designed to serve — the provision of quality medical care to the surrounding public community. . . . Medical staff bylaws reflect what the medical community considers to be crucial to the effective administration of the hospital and the provision of quality medical care by physicians whose performance has earned them privileges. At the same time, the procedural protocol of the bylaws provide, outside of the judicial system, a fair method for making decisions concerning staff privileges." (Citation omitted; internal quotation marks omitted.) Id., 604. We stated that "the obligation to follow medical staff bylaws is paramount and that a hospital must afford its medical staff all the process and protections encompassed by its bylaws," because that obligation "can stem from a contractual relationship between the hospital and the physician," "a preexisting legal duty imposed by our state department of health regulations," and "the public's substantial interest in the operation of hospitals, public or private." Id., 604-605. We emphasized that the "public has an interest that staff decisions are not made arbitrarily. By requiring hospitals to adhere to their bylaws, the risk of arbitrary decisions is reduced." Id., 606.

Even if we were to assume, without deciding, that there is a public interest inherent in a health maintenance organization's decisions with respect to credentialing physicians and, therefore, that the agreement is analogous to the hospital bylaws contemplated in Owens, the plaintiff's claim fails. We already have concluded that the defendant did not breach the agreement in its termination of the plaintiff. See part I of this opinion. Thus, the defendant already has, at the very least, "substantially complied" with its procedures under that agreement, and we will not interfere with the reviewing panel's exercise of discretion. See Owens v. New Britain General Hospital, supra, 229 Conn. 606-607 (Noting that hospital "decisions concerning whether a physician is entitled to staff privileges should be left to the expertise of the hospital's staff and administration. The exercise of their discretion should be subject only to limited judicial surveillance to determine if the hospital substantially complied with its applicable bylaw procedures.").

The plaintiff next argues that the termination was "`immoral, unethical, oppressive or unscrupulous'" because the defendant cited the probationary status of his license as its reason and the appeals panel upheld the termination, despite the fact that the defendant had not terminated the membership of other physicians whose licenses had been placed on probation. The plaintiff states further that this action was as immoral and unethical as the breach of the agreement in the first place. Ordinarily, "[w]hether a practice is unfair and thus violates CUTPA is an issue of fact. . . . The facts found must be viewed within the context of the totality of circumstances which are uniquely available to the trial court." (Internal quotation marks omitted.) De La Concha of Hartford, Inc. v. Aetna Life Ins. Co., 269 Conn. 424, 434, 849 A.2d 382 (2004). In the present case, however, the plaintiff's claims fail as a matter of law because he has alleged nothing more than that, in terminating his membership, the defendant had availed itself of the rights afforded under the plain and unambiguous terms of the agreement, none of which was hidden or otherwise withheld from the plaintiff. Moreover, the defendant's appeals panel distinguished the plaintiffs case from that of other physicians whose licenses had been placed on probation because those other cases did not implicate patient safety. Cf. Nazami v. Patrons Mutual Ins. Co., 280 Conn. 619, 625-27, 910 A.2d 209 (2006) (alleged misrepresentations on certificate of insurance not actionable under CUTPA based on clarity of certificate's language about distinction between policy expiration and policy cancellation); Votto v. American Car Rental, Inc., 273 Conn. 478, 485, 871 A.2d 981 (2005) (upholding findings of CUTPA violations based on conclusions that "defendant's use of the plaintiff's signature on a blank credit card slip to charge the plaintiff more than twice the amount of the estimated cost of repair to the vehicle was without question unscrupulous, immoral and oppressive," and that "defendant's only attempt to settle the dispute over the vehicle damage was to give the plaintiff a misleading business card for a phantom legal department in Greenwich, where no telephone calls were accepted"); Haynes v. YaleNew Haven Hospital, 243 Conn. 17, 38-39, 699 A.2d 964 (1997) (CUTPA claim against hospital failed because it properly held itself out as major trauma center pursuant to its certification, and claims with respect to staffing levels and adequacy of procedures fell into category of professional negligence not covered by CUTPA).

With respect to the third criterion of the cigarette rule, namely, that the termination decision has caused "substantial injury" to consumers, the plaintiff cannot prevail because he offered no evidence in the trial court in support of his claim that Spanish speaking residents of the greater Bridgeport area had been injured. Specifically, the plaintiff did not provide any information beyond a bald assertion in his brief that he is the only Spanish speaking physician in the city of Stratford, or that his removal from the defendant's network will leave significant numbers of Spanish speaking patients without access to medical care. Accordingly, because the plaintiff has failed to satisfy any criteria under the cigarette rule, we conclude that the trial court properly granted the defendant's motion for summary judgment dismissing his CUTPA claims.

The judgment is affirmed.

In this opinion the other justices concurred.