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Jackson HMA, LLC v. Morales

Supreme Court of Mississippi, En Banc

November 21, 2013

JACKSON HMA, LLC d/b/a Central Mississippi Medical Center
v.
Adolfo P. MORALES.

Rehearing Denied Feb. 6, 2014.

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[Copyrighted Material Omitted]

Page 495

Thomas L. Kirkland, Jr., Andy Lowry, Ridgeland, Mark P. Caraway, Cory Louis Radicioni, Tammye Campbell Brown, Jackson, attorneys for appellant.

Lance L. Stevens, attorney for appellee.

RANDOLPH, Presiding Justice.

¶ 1. Dr. Adolfo P. Morales sued Jackson HMA, LLC., d/b/a Central Mississippi Medical Center (" Jackson HMA" ), in the Circuit Court of Hinds County for breach of contract. A jury awarded Morales substantial damages. Jackson HMA filed a " Motion for Judgment Notwithstanding the Verdict, and, in the alternative, For a New Trial" and a " Motion for Amendment of Judgment." Judge Winston Kidd denied the post-trial motions and Jackson HMA filed this appeal.

FACTS

¶ 2. In early 2004, based on a survey conducted by a third party, Jackson HMA recognized a shortage of ophthalmologists within its medical community. To address this perceived need, Jackson HMA undertook to recruit an ophthalmologist. Tess Shaw, physician recruiter for Jackson HMA, communicated with CompHealth Associates, Inc., a company which assists in matching physicians with hospitals. CompHealth had a contract with HMA, which is the parent corporation of Jackson HMA. CompHealth recommended Morales

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to Jackson HMA as a potential fit to meet the hospital's need. After conducting a background examination of Morales, Jackson HMA began negotiating terms to bring him to Jackson.[1]

¶ 3. On September 24, 2004, Shaw sent Morales a " letter of intent" outlining Jackson HMA's proposed offer.[2] The letter twice stated that the proposed offer required " preapproval" by " Corporate" (HMA). Although not requested or provided for, Morales signed and returned the letter. On it he wrote " I agree to all and accept the terms of your offer." At trial, Morales acknowledged that this letter was not a contract, as it " no doubt" required preapproval from the corporate office.

¶ 4. Subsequently, Jackson HMA sought approval from corporate HMA, but corporate did not approve the terms. Jackson HMA's CEO, Jay Finnegan, impressed upon corporate the need for an ophthalmologist and suggested new terms to corporate which reduced the guaranteed amount and period by half. Finnegan received approval of these reduced terms from Pete Lawson, HMA vice-president for the eastern part of the United States.

¶ 5. Thereafter, on November 11, 2004, Shaw sent Morales a second letter detailing the new " terms of our offer[,]" which reflected the reduced guarantees approved by corporate HMA. The letter lacked the phrase " letter of intent" and also made no reference to a requirement of corporate approval of the terms. The letter included the language, " [b]y signing and returning this letter, you will confirm your commitment to entering into a contractual agreement.... Accordingly we will begin the process of assimilating contract documents for your review."

¶ 6. Six days later, on November 17, 2004, Shaw sent Morales a " Memorandum" which restated the terms of the November 11 letter.[3] Attached to this memorandum were contract documents (entitled " Physician Recruitment Agreement" ) and several addenda to that agreement. Provision 7.01 of the Physician Recruitment Agreement provided, in pertinent part, " [t]his agreement, and any addenda or amendments thereto, shall not be effective or legally binding on Physician or Hospital until they have been reviewed and approved in writing by Hospital's legal counsel." Morales signed the document, but approval never arrived. According to Shaw, HMA experienced an organizational restructure in the interim, and Jackson HMA no longer reported to Pete Lawson, but now reported to a new vice-president, John Vollmer. Shaw testified that Vollmer " did not feel that the recruitment of an ophthalmologist was a good return on ... investment. So when the contract got to him, he did not approve it." In early March 2005, Shaw informed Morales that the contract had not been approved.

¶ 7. On November 30, 2005, Morales filed suit in the Circuit Court of Hinds County, alleging that Jackson HMA had breached its contract with him. He further alleged that he had relied to his detriment on misrepresentations made by Jackson HMA.

¶ 8. On September 12, 2011, the trial began. Morales and Shaw were the only

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two witnesses called at trial. Morales testified that the November 11 letter was issued after corporate approval and that it formed a contract. Shaw denied that the November 11 letter formed a contract. Shaw also denied that she had any authority to confer a final contract on Morales without receiving approval from corporate HMA.

¶ 9. On September 14, 2011, the jury returned a verdict in favor of Morales and assessed his damages at $2,275,000. Final judgment was entered on September 27, 2011. Jackson HMA filed this appeal.

ISSUES

¶ 10. Jackson HMA appeals the denial of its motions for directed verdict, judgment notwithstanding the verdict (JNOV), new trial, and/or remittitur. We address the following issues:

I. Whether there was sufficient evidence for the jury to find that the November 11, 2004, letter formed a contract between Jackson HMA and Morales.
II. Whether there was sufficient evidence to prove Morales's claim for damages to a ...

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