Allegiant Physicians Services v. Sturdy Mem. Hosp.
| Decision Date | 15 April 1996 |
| Docket Number | No. 1:95-CV-1741-FMH.,1:95-CV-1741-FMH. |
| Citation | 926 F. Supp. 1106 |
| Parties | ALLEGIANT PHYSICIANS SERVICES, INC. (formerly known as Premier Anesthesia, Inc.), Plaintiff, v. STURDY MEMORIAL HOSPITAL, a Massachusetts Non-Profit Corp.; Rosemary Durnan, M.D.; Kristen Allenson, M.D.; Laima Pauliukonis, M.D.; Susan Pollan, M.D.; Karen A. Spletzer, M.D.; Eileen Dunlap, CRNA; and Uttara Bhimani, M.D., Defendants. |
| Court | U.S. District Court — Northern District of Georgia |
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Carroll Lewis Wagner, Jr., Gary M. Lisker, Michael Scott French, Lawrence J. Bracken II, Hunton & Williams, Atlanta, GA, for plaintiff.
Thomas Alan Cox, Cecil Francis Whitaker III, Sutherland Asbill & Brennan, Atlanta, GA, Mark D. Cahill, Choate Hall & Stewart, Boston, MA, Elmer A. Simpson Jr., Powell Goldstein Frazer & Murphy, Atlanta, GA, for defendants.
This diversity action is before the Court on Defendants' Motion to Dismiss for lack of personal jurisdiction 6-1.
Plaintiff is a Delaware Corporation that provides anesthesia services to hospitals and physicians' groups throughout the United States and has its principal place of business in Atlanta, Georgia. Since May 24, 1991, Plaintiff has been registered to do business in Massachusetts and, as of February, 1995, has maintained a regional office in North Dartmouth, Massachusetts.
Defendant Sturdy Memorial Hospital (the "Hospital") is a Massachusetts non-profit corporation with its principal place of business in Attleboro, Massachusetts. Defendant Hospital operates a satellite health center in Mansfield, Massachusetts, which is close to Attleboro. Defendant Hospital does not have any offices in Georgia and conducts no business in Georgia. Defendant physicians are residents of either Massachusetts or Rhode Island and all work for Defendant Hospital. Defendants Durnan, Allenson, Pauliukonis, Pollan, Spletzer, and Bhimani are all medical doctors licensed to practice in Massachusetts. Defendant Dunlap is a certified registered nurse anesthetist licensed to practice in Massachusetts. None of the individual Defendants has ever been licensed to practice in Georgia.
As part of its regular direct mail marketing effort to numerous hospitals, Plaintiff publishes and distributes a bimonthly newsletter called "Business & Medicine Today." Included in the newsletter are business reply cards for readers seeking more information about Plaintiff and its services. In early 1990, Plaintiff received one of these business reply cards from Dr. Richard Shea of Defendant Hospital, requesting additional information about Plaintiff's services. In response, one of Plaintiff's employees contacted Dr. Shea to discuss Plaintiff's services and Defendant Hospital's anesthesia needs. At Dr. Shea's request, Plaintiff sent him an information package that included a brochure, past issues of Business & Medicine Today, and a questionnaire.
Several months later, Plaintiff received the completed questionnaire from Dr. Shea. In January, 1991, Plaintiff sent Dr. Shea a letter regarding Plaintiff's provision of anesthesiology services to Defendant Hospital.
Between January and March, 1991, Plaintiff and Defendant Hospital negotiated the details of an anesthesiology agreement (the "Anesthesiology Agreement"). These negotiations were conducted by phone, by mail, and during in-person meetings between Defendant Hospital and Plaintiff's representative at Defendant Hospital in Massachusetts.
Defendant Hospital's attorneys drafted the Anesthesiology Agreement in Massachusetts and sent it to Plaintiff's offices in Atlanta, Georgia for review and approval. After more negotiations, Plaintiff signed the Anesthesiology Agreement on March 4, 1991. On March 6, 1991, Plaintiff received an executed copy of the Anesthesiology Agreement from Defendant Hospital.
The Anesthesiology Agreement included a choice of law provision that read in relevant part:
This Agreement has been executed and delivered in, and shall be interpreted, construed, and enforced pursuant to and in accordance with the laws of the Commonwealth of Massachusetts.
(Anesthesiology Agreement, Defendants' exhibit "A" to Shyavitz's affidavit). The Anesthesiology Agreement's original term was for five years, beginning on May 1, 1991.
Pursuant to the Anesthesiology Agreement, Plaintiff was the exclusive provider of anesthesia and related administrative services at Defendant Hospital. Once a month, Plaintiff sent Defendant Hospital a bill for services rendered, and Defendant Hospital sent Plaintiff a check drawn on a Massachusetts bank. Until February, 1994, Defendant Hospital sent its checks to Atlanta, Georgia; after February, 1994, Defendant Hospital sent its checks to Dayton, Ohio. In addition to the regular monthly billing, the parties communicated with one another on a wide range of topics, including personnel matters, billing questions, staffing requirements, bonuses, medical malpractice premiums, and other issues relating to Plaintiff's management of anesthesiology services at Defendant Hospital. These communications occurred several times a month.
No Hospital employee ever traveled to Georgia in connection with the Anesthesiology Agreement. Defendant Hospital has no affiliation with Georgia: it has never owned or leased property in Georgia, it has no operations in Georgia, it renders no services in Georgia, and it receives no revenue or income from Georgia. The sole contacts between Defendant Hospital and Georgia were telephone and written communications between Defendant Hospital and Plaintiff about matters pertaining to the Anesthesiology Agreement.
To fulfill its obligations under the agreement with Defendant Hospital, Plaintiff hired permanent and locum tenens1 physicians as needed to fill existing vacancies in the anesthesiology group at the Hospital. Plaintiff conducted its recruiting efforts for permanent and locum tenens physicians from its offices in Atlanta, Georgia.
Defendant physicians were all permanent physicians hired to work exclusively at Defendant Hospital in Massachusetts. Each permanent physician signed a professional service contract, also referred to as a physicians retention agreement, to serve as an independent contractor with an entity called "Premier Anesthesia of Attleboro." Defendant Hospital is located in Attleboro, Massachusetts. The text of the service contracts explains that "Premier Anesthesia of Attleboro" is the assignee of Plaintiff's rights and duties under the Anesthesiology Agreement. Though not clear in the record, "Premier Anesthesia of Attleboro" appears to be a professional corporation under the control of Plaintiff.
From its offices in Atlanta, Plaintiff also recruited and signed Dr. Pollan to serve as medical director of the anesthesiology at the Hospital. Dr. Pollan replaced Dr. Bhimani, who was serving as acting medical director when the Anesthesiology Agreement was signed. Drs. Pollan and Bhimani both signed contracts with Premier Anesthesia of Attleboro ("P.A.").
As part of its responsibilities to Defendant physicians, P.A. ensured that Defendant physicians were properly trained and certified, and P.A. maintained the Defendant physicians' training and certification throughout the course of the agreement. P.A. also billed and collected for the services performed by the Defendant physicians. According the physician retention agreements, P.A. retained the Defendant physicians exclusively and paid them gross compensation, from which the Defendant physicians were responsible for paying their taxes. P.A. also shared a percentage of the profits it earned from the Defendant physicians' services at the Hospital. P.A. provided the Defendant physicians with supplies and the personnel necessary for the practice of anesthesiology. In return, the Defendant physicians assigned to P.A. all fees earned from their services. Defendant Hospital provided Plaintiff and Defendant physicians the space and the equipment necessary to practice anesthesiology and did not charge Plaintiff, P.A., or the physicians any rent for these benefits.
When the physician retention agreements were signed, the Defendant physicians were living in various states other than Georgia. Defendant Pollan was living in Pennsylvania, Defendant Spletzer was living in Ohio, Defendant Durnan signed one agreement when she lived in Pennsylvania and a second one while living in Rhode Island. Defendants Allenson, Pauliukonis, and Bhimani were residents of Massachusetts when they signed their respective agreements.
From among the Defendant physicians, only Drs. Pollan and Bhimani visited Plaintiff's offices in Georgia. Bhimani visited Plaintiff's offices in Atlanta once, and Pollan visited the offices three times. Other than the visits by Drs. Pollan and Bhimani, all contact between the Defendant physicians occurred over the phone or by written correspondence.
In a letter dated May 22, 1995, Defendant Hospital terminated the Anesthesiology Agreement effective June 1, 1995, alleging Plaintiff materially breached the Anesthesiology Agreement. In response, Plaintiff brought suit in this Court for Defendant Hospital's allegedly wrongful termination as well as for Defendant Hospital's unwillingness to continue to perform under the Anesthesiology Agreement. After Defendant Hospital ended its participation in the Anesthesiology Agreement, Defendant physicians allegedly continued to perform anesthesia services under an arrangement with Defendant Hospital, in violation of their physician retention agreements. These allegations form the basis for Plaintiff's breach of contract claims against Defendant physicians.
Plaintiff also alleges tortious interference with contract and civil conspiracy claims against Defendant Hospital and Defendant physicians....
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