Florida Polk County v. Prison Health Services, Inc.

• Decision Date: 26 March 1999
• Docket Number: Nos. 96-2577,96-3072,s. 96-2577
• Citation: 170 F.3d 1081
• Parties: 12 Fla. L. Weekly Fed. C 719 FLORIDA POLK COUNTY, Lawrence W. Crow, Jr., Sheriff of Polk County, Plaintiffs-Appellees, v. PRISON HEALTH SERVICES, INC., Defendant-Appellant. Florida Association of Counties Trust, a.s.o. Polk County Sheriff's Office, Plaintiff-Appellee, v. Prison Health Services, Inc., Defendant-Appellant.
• Court: U.S. Court of Appeals — Eleventh Circuit

Page 1081

170 F.3d 1081

12 Fla. L. Weekly Fed. C 719

FLORIDA POLK COUNTY, Lawrence W. Crow, Jr., Sheriff of Polk

County, Plaintiffs-Appellees, v. PRISON HEALTH SERVICES, INC., Defendant-Appellant.

Florida Association of Counties Trust, a.s.o. Polk County Sheriff's Office, Plaintiff-Appellee, v. Prison Health Services, Inc., Defendant-Appellant.

Nos. 96-2577, 96-3072.

United States Court of Appeals Eleventh Circuit.

March 26, 1999.

William G. Liston, William G. Edwards, Marlow, Connell, Valerius, Abrams & Adler, P.A., Miami, FL, for Defendant-Appellant.

Hank B. Campbell, Christine Casingal Daly, Lane Trohn, Clarke, Bertrand, Vreeland & Jacobsen, P.A., Lakeland, FL, for Florida Polk County and Lawrence W. Crow, Jr.

Robert Sturgess, Foley & Lardner, Jacksonville, FL, for Florida Association of Counties Trust.

Appeals from the United States District Court for the Middle District of Florida.

Before TJOFLAT and ANDERSON, Circuit Judges, and HOEVELER ^*, Senior District Judge.

TJOFLAT, Circuit Judge:

These suits to enforce an indemnity agreement began in the circuit court of Polk County, Florida, and were properly removed by the defendant to the United States District Court for the Middle District of Florida under 28 U.S.C. § 1441(a), (b). Once there, the plaintiffs moved the district court to remand the cases to the circuit court on the ground that the indemnity agreement's forum-selection clause required that the controversies be litigated in that court. The district court, concluding that the forum-selection clause should be enforced, remanded the cases to the circuit court. The defendant appeals, contending that the forum-selection clause is "permissive" rather than "mandatory"--meaning that it simply allowed, but did not require, the parties to litigate in the circuit court of Polk County. We affirm.

I.

During March 1990, Prison Health Services, Inc. ("PHS"), entered into a contract with Lawrence W. Crow, Jr., in his capacity as the Sheriff of Polk County, Florida, to provide medical services to inmates of the Polk County correctional system. ¹ In April 1994, Michael Cullaton, an inmate of the Polk County Jail Annex, suffered a head injury and was taken to the PHS infirmary at the jail. A hematoma developed in Cullaton's brain, which required his immediate hospitalization. The PHS employees at the infirmary failed to recognize the seriousness of Cullaton's situation, however, and thus did not have him transported to the hospital. As a result of their negligence, Cullaton went into a coma; he is now in a vegetative state. Cullaton's guardian thereafter made a claim against the Sheriff for Cullaton's injuries.

The Sheriff's contract with PHS contains an indemnity agreement that reads, in pertinent part, as follows:

PHS assumes the entire responsibility for performance of all work and services and duties described in this Agreement. For specific valuable consideration and other benefits ... PHS further expressly agrees to indemnify SHERIFF ... and Polk County, Florida, and agrees to hold them ... harmless from any and all claims or actions for personal injury, death or property damage and from any other losses, and all damages ... or expenses, including reasonable attorney's fees, which arise out of, in connection with or by reason of, the performance of all services, duties and responsibilities described pursuant to this Agreement....

As soon as Cullaton's guardian presented his claim, the Sheriff notified his insurer, Florida Association of Counties Trust ("FACT"). FACT, in turn, notified PHS of the claim, and asked it to intervene and hold the Sheriff harmless. ² PHS refused to do so. FACT then informed PHS that it had evaluated the guardian's claim as being in excess of the policy limit of $1 million, and that, unless PHS stepped in, it would settle the claim for the policy limit plus $100,000 the Sheriff would contribute. PHS declined FACT's invitation and FACT and the Sheriff thereafter reached separate settlement agreements with Cullaton's guardian, which totaled $1.1 million. FACT and the Sheriff subsequently brought the instant suits for indemnification, which have been consolidated. ³

FACT and the Sheriff sued PHS in the circuit court of Polk County because the Sheriff's contract with PHS vested "jurisdiction regarding the rights and obligations of either party under this Agreement and all litigation resulting therefrom ... in the ... [circuit court of] Polk County, Florida." ⁴ Because diversity of citizenship existed (between the plaintiffs and the defendant), PHS promptly removed the cases to the United States District Court for the Middle District of Florida. FACT and the Sheriff thereafter moved the district court to remand their cases on the ground that the parties had contracted to litigate the matter in the circuit court of Polk County. The district court agreed and therefore remanded the cases to that court. PHS now appeals.

II.

As an initial matter, we must decide whether we have jurisdiction to entertain these appeals. The district court's remand orders are final in the sense that they terminated the controversy in federal court. Accordingly, it would appear that we have jurisdiction under 28 U.S.C. § 1291, ⁵ see Quackenbush v. Allstate Ins. Co., 517 U.S. 706, 715-16, 116 S.Ct. 1712, 1720, 135 L.Ed.2d 1 (1996) (concluding that remand orders are appealable as a final decision under 28 U.S.C. § 1291), ⁶ unless 28 U.S.C. § 1447(d), which limits our jurisdiction to review remand orders, applies. Section 1447(d) forecloses appellate review of a remand order if the order is based on either (1) a procedural defect in the removal of the case or (2) the absence of subject matter jurisdiction. See 28 U.S.C. § 1447(c), (d) (1994); In re Bethesda Mem'l Hosp., Inc., 123 F.3d 1407, 1409 (11th Cir.1997) ("[O]nly remand orders issued under § 1447(c) and invoking the grounds specified therein ... are immune from review under § 1447(d)." (citation omitted)). ⁷ The remand orders at issue are based on neither of these factors; hence, section 1447(d)'s limitation is inapplicable, and we have jurisdiction to entertain PHS's appeals.

Turning to PHS's argument that the indemnity agreement's forum-selection clause is permissive, rather than mandatory, ⁸ we conclude that construing the clause as permissive would render it meaningless. Neither the Sheriff nor FACT needed the clause in order to sue PHS in the circuit court of Polk County. Under Florida's venue statute, Fla. Stat. ch. 47.011 (1997), the Sheriff and FACT could bring suit against PHS in that court because Polk County is where their causes of action arose. The contract between the Sheriff and PHS was made in Polk County, PHS provided the services called for by the contract in Polk County, and PHS's duty to indemnify the Sheriff (and FACT, as the Sheriff's subrogee) was triggered in Polk County.

It is a venerable principle of contract law that the provisions of a contract should be construed so as to give every provision meaning. See Maccaferri Gabions, Inc. v. Dynateria Inc., 91 F.3d 1431, 1439 (11th Cir.1996) ("An interpretation that gives a reasonable meaning to all parts of the contract will be preferred to one that leaves portions meaningless." (citations and internal quotation marks omitted)); Jameson v. Mutual Life Ins. Co. of N.Y., 415 F.2d 1017, 1020 (5th Cir.1969) ("An interpretation which gives a reasonable meaning to all provisions is preferable to one which leaves a portion of the [contract]...