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Dhealthcare Consultants, Inc. v. Jefferson County Hospital

Court of Appeals of Mississippi

May 16, 2017

DHEALTHCARE CONSULTANTS, INC. APPELLANT
v.
JEFFERSON COUNTY HOSPITAL APPELLEE

          DATE OF JUDGMENT: 08/25/2015

         JEFFERSON 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.

          BEFORE GRIFFIS, P.J., ISHEE AND GREENLEE, JJ.

          GREENLEE, J.

         ¶1. 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.

         FACTS AND PROCEDURAL BACKGROUND

         ¶2. 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.[1] The Board authorized Kennedy to execute agreements with Dhealthcare for consultation services on August 13, 2008, and again on January 14, 2009.[2] 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.

         DISCUSSION

         ¶3. 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).

         ¶4. 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 contracts.

         I. Whether a contract was sufficiently evidenced on the minutes.

         ¶5. 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 (ΒΆ9) (Miss. 2015) ...


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