King's Daughters and Sons v. Delta Reg'l. Med. Ctr., et al.
| Docket Number: | 2001-CA-01960-COA Linked Case(s): 2001-CT-01960-SCT ; 2001-CA-01960-COA ; 2001-CT-01960-SCT |
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| Court of Appeals: |
Opinion Link Opinion Date: 06-17-2003 Opinion Author: Bridges, J. Holding: Affirmed |
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| Additional Case Information: |
Topic: Intentional interference with contract - Parent-subsidiary corporations - Existence of contract Judge(s) Concurring: McMillin, C.J., King and Southwick, P.JJ., Thomas, Lee, Irving, Myers, Chandler and Griffis, JJ. Procedural History: Summary Judgment Nature of the Case: CIVIL - CONTRACT |
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| Trial Court: |
Date of Trial Judgment: 12-07-2001 Appealed from: Washington County Circuit Court Judge: W. Ashley Hines Disposition: SUMMARY JUDGMENT IN FAVOR OF DEFENDANTS Case Number: CI20-0073 |
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| Party Name: | Attorney Name: | |||
| Appellant: | King's Daughters and Sons Circle Number Two of Greenville, Mississippi, a Mississippi Nonprofit Corporation |
NATHAN P. ADAMS
PHILIP MANSOUR |
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| Appellee: | Delta Regional Medical Center; Emery Skelton, Chairman, Joe Patterson, George C. Bell, Anne Stark, Benjamin P. Folk, III, M.D., George E. Lewis, Stan Ingram, Members of the Board of Trustees of Delta Regional Medical in their representative capacities as such Trustees; and John Doe 1 and 2 | CLIFFORD C. WHITNEY R. E. PARKER |
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Synopsis provided by:  If you are interested in subscribing to the weekly synopses of all Mississippi Supreme Court and Court of Appeals hand downs please contact Tammy Upton in the MLI Press office. |
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| Topic: | Intentional interference with contract - Parent-subsidiary corporations - Existence of contract |
| Summary of the Facts: | The King's Daughters and Sons Circle Number Two filed a complaint alleging that Delta Regional Medical Center, its chairman, and members of the board of trustees of Delta Regional Medical Center in their representative capacities as trustees, committed the tort of intentional interference with contract and intentional interference with prospective business relations. Delta Regional filed a motion for summary judgment which the court granted. King's Daughters appeals. |
| Summary of Opinion Analysis: | Issue 1: Separate corporations Quorum Health Resources, LLC, a wholly owned subsidiary of Quorum Health Group, Inc. engaged in the hospital management business, managed Delta Regional, pursuant to a management contract. Members of the Delta Regional Board of Trustees did not understand there to be any distinction between Health Group and Resources. King's Daughters argues that the court erred when it treated Health Group and Resources as one and the same, because they were separate corporations and only Resources had a contract with Delta Regional. Therefore, Health Group owed no duty to Delta Regional and could not legally have had a conflict of interest with Delta Regional. In order to prove tortious interference with a contract, a plaintiff must show that the acts were intentional and willful; that they were calculated to cause damages to the plaintiffs in their lawful business; that they were done with the unlawful purpose of causing damage and loss, without right or justifiable cause on the part of the defendant (which constitutes malice); and that actual damage and loss resulted. The plaintiff bears the burden of proving the lack of a lawful objective on the part of the defendant. The record shows that Delta Regional was acting in furtherance of its own legitimate economic interests in opposing the Health Group's acquisition of King's Daughters and that Delta Regional's board members did not understand there to be a significant distinction between the two Quorums. Therefore, Delta Regional acted in good faith and is justified because of its honest belief that Health Group owed it a duty not to purchase King's Daughters. Although Mississippi courts have yet to consider the issue of a parent company's duties to the clients of its subsidiary, case law from Florida supports the holding that Health Group did not have a right to compete against Delta Regional. Issue 2: Tortious interference with contract King’s Daughters argues that the court erred in finding that Delta Regional's actions were based on a legitimate interest and were therefore privileged. Even if a party interferes with the formation or execution of a contract, if he has legitimate interest therein or a contractual right to perform said act, it is privileged and thus not wrongful and actionable. Here, the management agreement between Resources and Delta Regional provided Delta Regional a contractual right to protest Quorum's acquisition of King's Daughters, and is therefore privileged. Issue 3: Existence of contract In order for a writing to be enforceable as a contract, agreement must be expressed as to all essential terms. If the document that the parties agree to make is to contain any material term that is not already agreed on, no contract has yet been made. The letter of intent between King's Daughters and Quorum was a contract to make a contract and not the sort of final contract necessary to support a tortious interference claim. Quorum's officers did not consider the letter of intent to be a final agreement, and they believed that, until Quorum's due diligence was complete, material terms of the final contract were yet to be determined. |
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