Copiah v. Baptist Health Systems

898 So. 2d 656, 2005 WL 851353
CourtMississippi Supreme Court
DecidedApril 14, 2005
Docket2001-IA-01536-SCT
StatusPublished
Cited by17 cases

This text of 898 So. 2d 656 (Copiah v. Baptist Health Systems) is published on Counsel Stack Legal Research, covering Mississippi Supreme Court primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
Copiah v. Baptist Health Systems, 898 So. 2d 656, 2005 WL 851353 (Mich. 2005).

Opinion

898 So.2d 656 (2005)

COPIAH MEDICAL ASSOCIATES
v.
MISSISSIPPI BAPTIST HEALTH SYSTEMS.

No. 2001-IA-01536-SCT.

Supreme Court of Mississippi.

April 14, 2005.

*658 Renee C. Harrison, James D. Shannon, Elise Berry Munn, Kelley M. Berry, Hazlehurst, Holmes S. Adams, Todd Inman Woods, David A. Rueff, Jr., Jackson, Olen C. Bryant, Jr., Hazlehurst, attorneys for appellant.

Michael B. Wallace, D. Collier Graham, Jackson, Robert O. Allen, Brookhaven, attorneys for appellee.

EN BANC.

ON MOTION FOR REHEARING

CARLSON, Justice, for the Court.

¶ 1. The motion for rehearing is denied. The original opinion is withdrawn, and this opinion is substituted therefor.

¶ 2. This case involves the question of whether the Copiah County Chancery Court or the Copiah County Circuit Court is the more appropriate forum to decide the underlying breach of contract claim. We authorized this interlocutory appeal after the Specially-Appointed Chancellor, Honorable J. Larry Buffington, denied a motion to transfer this case to the Copiah County Circuit Court or, alternatively, to dismiss or stay the proceedings pending resolution of a previously filed action in the Copiah County Circuit Court. See M.R.A.P. 5. We find that the suit unquestionably sounds in contract law instead of equity and that the chancellor erred when he denied the motion to transfer.

FACTS AND PROCEEDINGS

¶ 3. Copiah Medical Associates ("Copiah") is a Mississippi general partnership consisting of practicing medical physicians operating in two Copiah County clinics, one in Hazlehurst and the other in Crystal Springs. Mississippi Baptist Health Systems ("Baptist") is a Mississippi not-for-profit corporation engaged in the business of heath care. Baptist controls a for-profit subsidiary, Health Care Economics, P.A. ("HCE") which manages medical practices and medical clinics. (At times, Baptist and HCE will collectively be referred to as Baptist.) Copiah and Baptist entered into a non-binding Letter of Intent on December 8, 1998, which led to the execution of five additional documents on April 21, 1999. These documents included: (1) a Management and Consulting Services Agreement ("Management Agreement"); (2) a Net Lease Agreement where Copiah would lease a proposed new Hazlehurst clinic from Baptist; (3) an Adoption Agreement, which activated specific provisions of the Letter of Intent where Baptist agreed to buy the land and pay the cost of construction of the new facilities; and (4) and (5) two Net Leases where Copiah leased the two existing buildings in Hazlehurst and Crystal Springs from Baptist.

¶ 4. On July 17, 2000, HCE notified Copiah that a partial audit revealed evidence of overbilling of Medicare and Medicaid. Baptist asserted that it had attempted to persuade Copiah to cooperate in an audit to determine the extent of any overbilling. No audit occurred, and Baptist thus determined that Copiah was in breach of § 14 of the Management Agreement. As a result, on December 14, 2000, Baptist submitted to Copiah a letter terminating the Management Agreement effective December 31, 2000. On December 15, 2000, Copiah filed a breach of contract suit against Baptist and HCE in the Circuit Court of Copiah County. On January 26, 2001, Copiah moved to amend the Complaint to add counts of breach of good faith and fair dealing, breach of fiduciary duties, and requested punitive damages and attorneys' fees. The amendment also deleted the request for specific performance which was contained in the original complaint.

¶ 5. On February 2, 2001, Copiah notified Baptist and HCE that it repudiated *659 the Net Leases on the basis that the leases were void because of Baptist's illegal termination of the Management Agreement. On February 6, 2001, Baptist then filed suit in the Chancery Court of Copiah County against Copiah seeking specific performance of the Net Lease regarding the new Hazlehurst facility.

¶ 6. Immediately thereafter, on February 14, 2001, Copiah moved to amend the circuit court complaint adding a declaratory action that the Net Lease was void. Copiah also moved to amend, changing the request for specific performance to a request for damages. After a hearing on February 26, 2001, the circuit court granted Copiah's motion to amend and denied Baptist's motion to dismiss or, alternatively, to transfer the case to Copiah County Chancery Court.

¶ 7. Copiah moved the chancery court to transfer Baptist's lawsuit to circuit court on March 5, 2001. On March 19, 2001, Baptist filed an answer in the circuit court and counterclaimed for an accounting. Then, on March 22, 2001, Copiah again moved to amend the complaint in circuit court to add the lease claim and a breach of contract claim concerning the Management Agreement. On the same date, Baptist filed in the chancery court action its Opposition To Motion to Transfer [to Circuit Court]. Copiah filed its responsive pleading to the chancery court case on April 20, 2001, and asserted as a defense that Baptist's illegal termination of the Management Agreement voided the Net Lease and that, as a result, Copiah was discharged from its obligations. Baptist then filed an Answer and Affirmative Defenses in the circuit court case.

¶ 8. On May 2, 2001, Chancellor Buffington was appointed by this Court as Special Chancellor after Chancellor Edward Patten, Jr., for the Fifteenth Chancery Court District recused himself. On July 3, 2001, Baptist filed in the chancery court action a motion for judgment on the pleadings, seeking a permanent injunction requiring Copiah to occupy the new Hazlehurst clinic and liquidated damages at a rate of $513.25 per day since May 2, 2001, with costs and attorney's fees. The circuit court granted Copiah's motion for trial setting on July 16, 2001, scheduling trial for November 26, 2001.

¶ 9. On August 30, 2001, Copiah filed in the chancery court an amended motion to transfer and a request for alternative relief including dismissal or stay pending resolution of the circuit court matter. After an August 30, 2001 hearing, Special Chancellor Buffington subsequently entered an order denying all requested relief, and setting the case for trial on October 19, 2001. Prior to the entry of the order, Copiah requested reconsideration. The reconsideration was denied by order dated September 18, 2001. These last two orders are at issue in this interlocutory appeal.

¶ 10. Copiah states the issue on appeal as: "Whether, as a matter of law, the special chancellor erred when he denied the transfer of the parallel action to circuit court, or in the alternative, in not staying the chancery action until trial on the pending circuit court action." Copiah's argument is two-prong: (1) that Baptist's claims in chancery court are compulsory counterclaims to Copiah's first-filed circuit court action, and (2) that the circuit court is the more appropriate forum to hear all claims. Claiming that Copiah "has approached the problem backwards," Baptist restates the issues as follows:

1. Whether § 162 of the Constitution precludes transfer to circuit court of a complaint which, like Baptist's, states a claim within the jurisdiction of the chancery court.
2. Whether the chancery court acquired priority jurisdiction over *660 claims regarding the Net Lease which could not be divested by subsequent proceedings in circuit court.
3.

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Cite This Page — Counsel Stack

Bluebook (online)
898 So. 2d 656, 2005 WL 851353, Counsel Stack Legal Research, https://law.counselstack.com/opinion/copiah-v-baptist-health-systems-miss-2005.