DHEALTHCARE CONSULTANTS, INC. APPELLANT
JEFFERSON COUNTY HOSPITAL APPELLEE
OF JUDGMENT: 08/25/2015
COUNTY CIRCUIT COURT HON. LAMAR PICKARD TRIAL JUDGE
ATTORNEYS FOR APPELLANT: SUZANNE GRIGGINS KEYS CRYSTAL WISE
MARTIN NAKESHA MCQUIRTER WATKINS RATOYA JANAE GILMER SHERRY
MURIEL FLOWERS MARTIN D. PERKINS.
ATTORNEYS FOR APPELLEE: CARROLL RHODES DEBORAH MCDONALD.
GRIFFIS, P.J., ISHEE AND GREENLEE, JJ.
This is a breach-of-contract case involving a public body and
a private entity. The circuit court determined that contracts
between Jefferson County Hospital (JCH) and Dhealthcare
Consultants Inc. were unenforceable because the terms and
conditions of the contracts were not included in the minutes
of the JCH Board of Trustees, nor was a copy attached to the
minutes. Based on that finding, the circuit court entered a
judgment in favor of JCH on the breach-of-contract claim.
Aggrieved, Dhealthcare appeals to this Court asserting the
contracts were enforceable. Finding no error, we affirm.
AND PROCEDURAL BACKGROUND
JCH is a community hospital created pursuant to Mississippi
Code Annotated sections 41-13-10 and -29 (Rev. 2013), owned
by Jefferson County, and governed by a Board of Trustees
(Board). The Board is appointed by the Board of Supervisors
of Jefferson County. At the pertinent time, Jerry Kennedy
served as the hospital administrator. The Board authorized Kennedy
to execute agreements with Dhealthcare for consultation
services on August 13, 2008, and again on January 14,
2009. To the best this Court can ascertain, on
March 20, 2012, the Board voted to terminate JCH's
contracts with Dhealthcare. On May 22, 2012, Dhealthcare
filed a breach-of-contract claim against JCH. After a litany
of motions and lengthy discovery, a bench trial was held on
October 7, 2014, and February 9, 2015. On August 25, 2015,
the circuit court issued its findings of fact and conclusions
of law in which it found that neither contract was valid or
enforceable because there were no terms or conditions of
either contract contained within the minutes of the Board. On
September 18, 2015, Dhealthcare appealed the circuit
court's decision to this Court.
We review questions of law de novo. Humphreys Cty.
Mem'l Hosp. v. Griffin, 170 So.3d 612, 614 (¶7)
(Miss. Ct. App. 2015). Questions of fact stemming from a
bench trial are reviewed for whether the trial court's
findings of fact are supported by substantial, credible, and
reasonable evidence. City of Jackson v. Presley, 40
So.3d 520, 522 (¶9) (Miss. 2010).
On appeal, Dhealthcare asserts (1) that the contracts are
enforceable because, though not spread in the minutes, they
were maintained elsewhere for the public to view; (2) that
the contracts were valid because the Board knew of the
contracts and ratified them; (3) that the doctrine of
equitable estoppel applies; and (4) that JCH breached the
Whether a contract was sufficiently evidenced on the minutes.
The law in Mississippi is well established that public boards
speak only through their minutes and their actions are
evidenced solely by entries on the minutes. Wellness Inc.
v. Pearl River Cty. Hosp., 178 So.3d 1287, 1290-91
(¶9) (Miss. 2015) ...