Hospital Management Associates, Inc. v. Coffee County

688 S.W.2d 419, 1985 Tenn. LEXIS 498
CourtTennessee Supreme Court
DecidedApril 8, 1985
StatusPublished
Cited by2 cases

This text of 688 S.W.2d 419 (Hospital Management Associates, Inc. v. Coffee County) is published on Counsel Stack Legal Research, covering Tennessee Supreme Court primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
Hospital Management Associates, Inc. v. Coffee County, 688 S.W.2d 419, 1985 Tenn. LEXIS 498 (Tenn. 1985).

Opinion

OPINION

HARBISON, Justice.

Although other issues were extensively litigated in the trial court and Court of

Appeals, the only questions presented for review in this Court concern the right of Coffee County, Tennessee and its County Executive to cancel a hospital development agreement between the County and appel-lees executed on April 30, 1981. Both the trial court and the Court of Appeals held that this was a separate and independent agreement for the financing and construction of a new hospital facility and that appellants had not established either factually or legally any basis for its termination. We affirm that decision.

Insofar as there are any factual issues underlying the questions presented, there is a concurrent finding of fact by the trial court and Court of Appeals supported by material evidence, thereby foreclosing any review here of factual disputes. See T.C.A. § 27-1-113. Both courts have found that appellees diligently pursued their obligations under the development agreement insofar as the acquisition of a Certificate of Need from hospital regulatory authorities was concerned,1 and they secured from the Industrial Board of Coffee County, Tennessee the necessary “inducement contract” under which the Board agreed to issue revenue bonds to finance the construction of the hospital facility. This instrument was executed by the Board and by appellees in January and February 1982. The Certificate of Need was issued on April 6, 1982, having been approved on March 24. The Certificate provided for a timetable for the development of the project, including the submission of final plans nine months after the date of approval, securing of financing within fifteen months thereafter and commencement of construction within eighteen months.

There is no evidence in the record of failure by appellees to carry out their obligations under the development agreement. They were to obtain a suitable site for the project, and this they did by September 1981. They examined several commercial tracts of land, and ultimately elected to [421]*421build the new building on a tract of some fourteen acres owned by Coffee County itself. On September 24, 1981 the County granted an option to appellees to purchase the site for $168,000 or to lease it at a fixed annual rental for a term coinciding with the term of the Industrial Revenue Bonds as provided for in the development agreement of April 30, 1981. This option was extended until September 23, 1982. The option to lease was exercised prior to that date. No lease has actually been executed because of this litigation, nor, insofar as the record discloses, have further steps been taken to implement the development agreement, because the County instituted an action to cancel both it and the real estate option by counterclaim filed in August 1982. Factually, however, there is a concurrent finding by the courts below that there has been no breach of the development agreement by appellees, nor was any such claim seriously asserted during the lengthy evidentiary hearings held in the trial court.

Essentially, appellants contend that they were entitled to cancel the development agreement and the subsequent option because these were a part of, or incidental to, an overall contractual plan between the County and appellees, under which appel-lees were to assume the operation of an existing county hospital until such time as a new facility could be authorized and constructed. Simultaneously with the execution of the development agreement on April 30, 1981, the County and appellees also executed a lease agreement, under which the County leased an existing hospital facility, previously operated by it, to appellees for a term of three years “or until the completion of a new replacement hospital facility, whichever first occurs.” Since the new facility was not completed within the three-year period, the lease would have expired by its terms at the end of April 1984 unless the parties agreed otherwise by further negotiation or unless it was cancelled prior to the fixed expiration date.2

It has been the insistence of the appellants throughout the proceedings, however, that the lease and the development agreement constituted one contractual arrangement, so that cancellation or termination of the one automatically, as a matter of law, entitled appellants to terminate the other. The courts below held to the contrary, and we are of the opinion, after careful review of the extensive record in this case, that their decision was correct.

The lease agreement is a detailed document, dealing primarily with the assumption by appellees of the operation of an existing hospital facility which had been operated by the County for several years at a considerable financial loss. The agreement provided for $25,000 per month rent to be paid to the County. Insofar as the record reveals, that rent was paid from inception through the period involved in the litigation, and presumably until the lease expired in April 1984. Appellants sought to cancel the lease in April 1982, less than one year after it was executed, because of a default by appellees in making payments on a pharmacy contract, previously let by the County and assumed by appellees in the lease. The right of appellants to cancel was the subject of an original action commenced by appellees in July 1982. The trial court ultimately held that appellants had properly exercised their right of cancellation, and the Court of Appeals affirmed. This Court denied an application by appel-lees to review that issue. Appellees continued to operate the hospital, however, during the pendency of the appeal which has continued beyond the original expiration date. Upon remand it will be necessary for the trial court to take an accounting between the parties if there are any further financial obligations of either to the other as the result of the cancellation of the lease or of the continued operation of the facility by appellees.

As previously stated, the lease itself would have expired at the end of April 1984 [422]*422in all events. Nothing in it suggests that the development agreement would also have expired at that time. In their brief in this Court appellants concede that they would have had no right to cancel the separate development agreement “if bonds had been issued and construction commenced on the new hospital....” Because those steps had not yet been taken, however, appellants seem to insist that they had a right to cancel the development contract at the stage which it had reached in April 1982, when the lease was cancelled.

This does not follow. Either the two agreements were one and inseparable throughout, or they were separate from the beginning. Nothing in them indicates that at some point in its performance the development agreement would have reached a state that rendered cancellation improper, whereas it could have been can-celled prior to that point. The development agreement contains no provisions for cancellation.3 Since there has been no breach of its terms either alleged or proved, the only arguable basis for its cancellation by appellants is that it was an integral part of the lease agreement.

The courts below found that it was not, and we agree with that conclusion. The two agreements are separate in form. The terms of the lease provide almost in their entirety for the assumption and operation of the existing hospital.

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688 S.W.2d 419, 1985 Tenn. LEXIS 498, Counsel Stack Legal Research, https://law.counselstack.com/opinion/hospital-management-associates-inc-v-coffee-county-tenn-1985.