Madison HMA, Inc. v. St. Dominic-Jackson Mem'l Hosp.
| Docket Number: | 2009-CA-00754-SCT | |
| Supreme Court: | Opinion Link Opinion Date: 06-03-2010 Opinion Author: Randolph, J. Holding: Reversed and remanded |
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| Additional Case Information: |
Topic: Contract - Motion for intervention of right - M.R.C.P. 24 Judge(s) Concurring: Waller, C.J., Carlson, P.J., Dickinson, Lamar and Kitchens, JJ. Non Participating Judge(s): Chandler, J. Dissenting Author : Pierce, J., with separate written opinion Dissent Joined By : Graves, P.J. Procedural History: Motion to Intervene; Interlocutory Appeal Nature of the Case: CIVIL - OTHER; Interlocutory Appeal |
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| Trial Court: |
Date of Trial Judgment: 05-05-2009 Appealed from: MADISON COUNTY CHANCERY COURT Judge: Cynthia Brewer Disposition: The Chancellor denied HMA's motion to intervene. Case Number: 2008-972-B |
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| Party Name: | Attorney Name: | |||
| Appellant: | Madison HMA, Inc. d/b/a Madison Regional Medical Center |
ANDY LOWRY, THOMAS L. KIRKLAND, JR., ALLISON CARTER SIMPSON |
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| Appellee: | St. Dominic-Jackson Memorial Hospital | JONATHAN ROBERT WERNE, SHELDON G. ALSTON, EDMUND L. BRUNINI, JR. |
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| Topic: | Contract - Motion for intervention of right - M.R.C.P. 24 |
| Summary of the Facts: | St. Dominic-Jackson Memorial Hospital entered into an agreement to purchase Madison Ambulatory Surgery Center, LLC’s membership interest and its assets, which included a Certificate of Need to exclusively operate an ambulatory center in Canton. As the deal was not consummated, ASC and its interests in this property were placed on the market again. ASC then entered into an agreement for Madison HMA, Inc. to acquire the same interest. Subsequently, St. Dominic sued ASC to enforce the first agreement, and HMA moved to intervene in the suit to protect its interest. The chancery court denied HMA’s motion to intervene, and HMA filed an interlocutory appeal. |
| Summary of Opinion Analysis: | The issue in this case is whether the chancery court erred in denying HMA’s M.R.C.P. 24 motion for intervention of right. Regarding permissive intervention under M.R.C.P. 24(b)(2), the abuse-of-discretion standard is logically sound, for the trial judge may permissively grant or deny a motion to intervene, provided there is a common question of law or fact and the motion was timely filed. However, with regard to intervention of right, the abuse-of-discretion standard deviates greatly from the Court’s historical review of questions of law. It is well-settled that questions of law are to be reviewed de novo. As Rule 24(a) addresses the right of one to intervene, it constitutes a question of law. Prudence, logic, and precedent dictate a de novo review. This position is consistent with the federal court’s de novo review of the denial of a motion for intervention of right pursuant to Federal Rule of Civil Procedure 24(a)(2). In order to intervene as a matter of right, a movant must make timely application, have an interest in the subject matter of the action, be so situated that disposition of the action may as a practical matter impair or impede his ability to protect his interest, and his interest must not already be adequately represented by existing parties. The subject matter of this action is ASC’s membership interest, which holds a CON exclusively to operate an ambulatory center. Given HMA’s agreement with ASC, HMA has an interest in the subject matter. HMA’s contract with ASC is empirical evidence of its direct, substantial, legally protectable interest in the proceedings. ASC conveyed rights or interests to HMA by contract. The right to negotiate for the purchase of the same interests is why St. Dominic initiated suit. Therefore, it cannot logically be suggested that these interests are of no import. Accordingly, HMA’s putative right exclusively to negotiate the acquisition of ASC, its assets, and the CON was direct, substantial, and legally protectable. Both St. Dominic and HMA claim to possess a direct, substantial, and legally protectable interest in acquiring the same CON. Thus, both St. Dominic and HMA have an interest in the subject matter of the action. The timeliness of HMA’s motion to intervene is not in serious dispute. Any delay was minimal, as the record reveals no more than one month elapsed between HMA’s constructive knowledge of St. Dominic’s suit and the filing of its motion to intervene. Furthermore, St. Dominic has presented no evidence of prejudice from permitting the intervention. Should St. Dominic be allowed to proceed without contest and procure the CON that HMA claims it has the right to obtain, without HMA being afforded an opportunity to contest such, the prejudice that will be suffered by HMA is obvious. Specifically, its claim will be extinguished, while it is denied access to the courts. Practically speaking, although HMA’s legal claim against ASC will survive, the object which it seeks, the CON, will no longer be available. If HMA is not allowed to intervene, it cannot be accorded a full measure of justice. Therefore, HMA is so situated that disposition of the St. Dominic-ASC action, without intervention, will seriously impair or impede its ability to protect its interests. Clearly, HMA’s interest are not adequately represented in this case. St. Dominic and HMA’s interests are antithetical. Moreover, ASC wants only to conclude the transaction. HMA and St. Dominic both seek to obtain the one-of-a-kind CON. In sum, the four requirements necessary to establish intervention of right, viewed collectively, are met. |
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