Johnson v. Baptist Mem'l Hosp.-Golden Triangle, Inc., et al.
| Docket Number: | 2002-CA-00207-COA | |
| Court of Appeals: |
Opinion Link Opinion Date: 04-15-2003 Opinion Author: Irving,J. Holding: Affirmed |
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| Additional Case Information: |
Topic: Contract - Parent-subsidiary relationship - Identity of corporations Judge(s) Concurring: McMillin, C.J., King and Southwick, P.JJ., Bridges, Thomas, Lee, Myers and Griffis, JJ. Non Participating Judge(s): Chandler, J. Procedural History: Summary Judgment Nature of the Case: CIVIL - CONTRACT |
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| Trial Court: |
Date of Trial Judgment: 01-29-2002 Appealed from: Lowndes County Circuit Court Judge: Lee J. Howard Disposition: GRANT OF DEFENDANT’S MOTIONS FOR SUMMARY JUDGMENT Case Number: 2000-0060-CV1 |
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| Party Name: | Attorney Name: | |||
| Appellant: | Douglas Johnson |
JIM WAIDE |
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| Appellee: | Baptist Memorial Hospital-Golden Triangle, Inc., and Baptist Memorial Health Care Corporation | JOHN WADE SIMMONS PAUL E. PRATHER SYLVIA RAE ADAMS |
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| Topic: | Contract - Parent-subsidiary relationship - Identity of corporations |
| Summary of the Facts: | Douglas Johnson was hired by sued Baptist Memorial Hospital-Golden Triangle as an associate administrator. The BMH-GT agreement did not contain a definite period of duration of employment. Johnson later accepted a position of administrator with Baptist Memorial Health Care Corporation and entered into an executive severance program agreement with BMHCC. After Johnson worked at BMHCC for approximately eight months, evidence surfaced that he had pursued a relationship with a subordinate worker. BMHCC gave Johnson the option to resign or be fired, and he resigned. Johnson sued Baptist Memorial Hospital-Golden Triangle and Baptist Memorial Health Care Corporation for breach of contract. BMH-GT and BMHCC filed separate motions for summary judgment which were granted by the court. Johnson appeals. |
| Summary of Opinion Analysis: | Johnson argues that the court erred when it granted summary judgment in favor of BMHGT and BMHCC, because the court resolved factual issues when it found that BMH-GT and BMHCC were separate corporations, that Johnson's contract with BMHCC replaced his contract with BMH-GT, and that BMHCC, as the parent corporation, did not assume or adopt the contract made between its subsidiary, BMH-GT and Johnson. Johnson fails to present any evidence that the corporate entities are one and the same. In addition, the corporations' liability is not dependent upon the establishment of a parent-subsidiary relationship. The material fact is the identity of corporations, not the parent-subsidiary relationship. Johnson's burden is to show that he was an employee of BMH-GT at the time of his forced resignation or that BMHCC assumed responsibility for his contract with BMH-GT. He offered nothing but his belief, assumption and conjecture. He did not offer any evidence that anyone with BMHCC told him or represented to him that his contract with BMH-GT would be continued upon his assumption of duties with BMHCC. Therefore, the court properly granted summary judgment. |
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