United States District Court, S.D. Mississippi, Northern Division
CARLTON W. REEVES, UNITED STATES DISTRICT JUDGE.
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:
Motion of Plaintiff to Strike New “Minutes Rule”
Defense as an Avoidance and/or Affirmative Defense is not
well taken and should be denied.
Motion of Defendants to Strike Affidavit of Daniel Logan is
not well taken and should be denied.
Motion of Defendants for Summary Judgment should be granted
in part and denied in part.
Factual Background and Procedural History
factual background and procedural history of this case are
summarized in the August 12, 2019 Order of this Court.
See Order [Docket No. 185].
Summary Judgment Standard
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).
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.
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. 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.
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