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Madison County Nursing Home v. The Broussard Group, LLC

United States District Court, S.D. Mississippi, Northern Division

August 12, 2019

MADISON COUNTY NURSING HOME PLAINTIFF
v.
THE BROUSSARD GROUP, LLC, and BROUSSARD HEALTHCARE CONSULTING LLC, f/k/a BROUSSARD & COMPANY HEALTHCARE CONSULTANTS, LLC DEFENDANTS

          ORDER

          CARLTON W. REEVES, UNITED STATES DISTRICT JUDGE.

         This cause is before the Court on multiple motions that have been filed by the parties in this breach of contract/negligence case. Having considered the pleadings, the Court finds:

         The Motion of Plaintiff to Strike New “Minutes Rule” Defense as an Avoidance and/or Affirmative Defense is not well taken and should be denied.

         The Motion of Defendants to Strike Affidavit of Daniel Logan is not well taken and should be denied.

         The Motion of Defendants for Summary Judgment should be granted in part and denied in part.

         I. Factual Background and Procedural History

         The factual background and procedural history of this case are summarized in the August 12, 2019 Order of this Court. See Order [Docket No. 185].

         II. Summary Judgment Standard

         Summary judgment is appropriate when “the movant shows that there is no genuine dispute as to any material fact and the movant is entitled to judgment as a matter of law.” Fed.R.Civ.P. 56(a). A party seeking to avoid summary judgment must identify admissible evidence in the record showing a fact dispute. Id. at 56(c)(1). The Court will view the evidence and draw reasonable inferences in the light most favorable to the non-movant. Maddox v. Townsend & Sons, Inc., 639 F.3d 214, 216 (5th Cir. 2011). Unsubstantiated assertions, however, are not sufficient summary judgment evidence. Forsyth v. Barr, 19 F.3d 1527, 1537 (5th Cir. 1994).

         III. Discussion

         A. Contract-Related Claims

         Defendants, The Broussard Group, LLC, and Broussard Healthcare Consulting, LLC, (collectively “Broussard”), have moved for summary judgment on the contract-based claims alleged by Madison County Nursing Home (“MCNH”) on the grounds that the purported contract between the parties does not legally exist. In support of this argument, Broussard cites Mississippi's “minutes rule, ” which requires that any contract entered into by a community hospital board of trustees be recorded on the official minutes of the board.

         Relevant to this argument, there is no dispute that MCNH is considered a “community hospital, ” which is defined by Mississippi law as:

[A]ny hospital, nursing home and/or related health facilities or programs . . . established and acquired by boards of trustees or by one or more owners which is governed, operated and maintained by a board of trustees.

Miss. Code Ann. § 41-13-10(c). There is also no dispute that MCNH is owned by Madison County, Mississippi, and is operated by a board of trustees. See id. §§ 41-13-10(d) and 41-13-29.[1] Under Mississippi law, the board of trustees is responsible for “governing the community hospital under its control” and for entering into contracts “for the providing of . . . services by or to the community hospital.” Id. §§ 41-13-35(3) and 5(g). The board of trustees is also required to “keep minutes of its official business, ” id. § 41-13-35(3), which are the only mechanism through which it “speaks and acts”. See Wellness, Inc. v. Pearl River Cnty. Hosp., 178 So.3d 1287, 1290 (Miss. 2015) (“A community hospital board of trustees, as does any public board in the State of Mississippi, speaks and acts only through its minutes.”); KPMG, LLP v. Singing River Health System, ___ So.3d ___, 2018 WL 5291088, at *5 (Miss. Oct. 15, 2018) (“public boards speak only through their minutes and that their acts are evidenced solely by entries on their minutes.” Mississippi courts have applied this rule for more than a century. Singing River, 2018 WL 5291088, at *5.

         Relevant to this case, the record shows that on November 22, 2010, the MCNH Board of Trustees (“Board”) adopted the following Resolution: “That the Board of Trustees of [MCNH] does hereby enter into agreement with the Broussard Group for Medicare Services.” See Mot. for Sum. J. [Docket No. 102], Ex. B (Board Minutes), at 41. Attached to the minutes was a proposed Billing Servicing Agreement (“2010 Proposal”) between the Board and Broussard, which set out the duties of each party with ...


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