Corporate Management, Inc. v. Greene County

• Decision Date: 03 December 2009
• Docket Number: No. 2008-CA-01298-SCT.,2008-CA-01298-SCT.
• Citation: 23 So.3d 454
• Parties: CORPORATE MANAGEMENT, INC. v. GREENE COUNTY, Mississippi.
• Court: Mississippi Supreme Court

23 So.3d 454

CORPORATE MANAGEMENT, INC. v. GREENE COUNTY, Mississippi.

No. 2008-CA-01298-SCT.

Supreme Court of Mississippi.

December 3, 2009.

Darren E. Gray, John R. Reeves, John Justin King, attorneys for appellant.

Christopher Garrett Henderson, Heber S. Simmons, III, attorneys for appellee.

Before WALLER, C.J., RANDOLPH and CHANDLER, JJ.

CHANDLER, Justice, for the Court.

¶ 1. This is the third appeal in a contract dispute involving the management of a county hospital and nursing facility by Corporate Management, Inc. (CMI), a medical management company, and Greene County, Mississippi, through its Board of Supervisors (Greene County). CMI appeals from a July 1, 2008, judgment, in which the special chancellor determined that Greene County had complied with the statutory requirements necessary for offering a lease on a community hospital, and that CMI was in contempt, assessing attorneys' fees in the amount of $7,500. We find that the special chancellor correctly found that Greene County had complied with the statutory provision of Mississippi Code Section 41-13-15 (Rev.2009). In addition, this Court affirms the special chancellor's finding that CMI was in contempt and the assessment of attorneys' fees in the amount of $7,500. Accordingly, the Court affirms the special chancellor's judgment in toto.

FACTS

¶ 2. This case has a long history of litigation, resulting in three appeals. CMI and the trustees of the Greene Rural Health Center ("GRHC trustees" and "GRHC") entered into two contracts for the management of Greene County's community hospital and nursing home in early 2005. The litigation initially stemmed from these contracts between CMI and the trustees and concerned whether the contracts were binding and enforceable on Greene County.

¶ 3. After entering into the contracts with CMI, the GRHC trustees voted to cancel CMI's contract without explanation, at an October 15, 2005, meeting. Subsequently, at the October 31, 2005, GRHC trustee meeting, the GRHC trustees voted to reinstate CMI. Thereafter, CMI filed a complaint seeking an injunction, damages, and other relief.

¶ 4. This Court appointed a special chancellor to the case. The special chancellor issued a second amended final judgment, filed on April 20, 2007, determining that the hospital agreement and the nursing home agreement (hereinafter "the Hospital Agreement" and "the Nursing Home Agreement") between CMI and the GRHC trustees were valid and enforceable contracts. The second amended final judgment enumerated provisions for various duties and responsibilities by the parties. While the special chancellor ordered that the second amended final judgment be a Rule 54(b) final judgment, the trial court retained jurisdiction for the purpose of enforcement of its judgment. See Miss. R. Civ. P. 54(b).

¶ 5. The special chancellor also ruled on Greene County's motion for contempt against CMI and the GRHC trustees for allegedly interfering with the second amended final judgment by entering into an October 2007 lease agreement, and for CMI's alleged failure to produce documents in compliance with provisions of the second amended final judgment. On December 13, 2007, the special chancellor determined that CMI and the GRHC trustees were in contempt for the execution of the October 15, 2007, lease contract and agreement, declared the agreement null and void, and ordered the parties to cease and desist from entering into additional contracts. The special chancellor also ordered CMI to produce all documents in compliance with paragraphs 11(3)-(4), 13, and 15 of the second amended final judgment within five days and retained jurisdiction to determine whether damages, costs, or attorneys' fees were appropriate after a review of the documents.

¶ 6. CMI and Greene County appealed from the April 20, 2007, and December 13, 2007, rulings. This Court consolidated the two appeals styled Greene County, Mississippi, John Marshall Eubanks, Tommy Roberts and Marion Pierce v. Corporate Management, Inc., Cause no. 2007-CA-00693-SCT, and Corporate Management, Inc. v. Greene County, Cause No.2008-CA-00122-SCT.

¶ 7. The basis of this third appeal to the Court is the special chancellor's July 1, 2008, judgment enforcing provisions within the second amended final judgment. Pursuant to his retained jurisdiction and while the first and second appeals were in the appellate process, the special chancellor made subsequent rulings on the issue of compliance with provisions of the second amended final judgment, resulting in the July 1, 2008, judgment. The special chancellor determined that (1) Greene County substantially had complied with paragraphs 3 and 4 of its second amended final judgment; (2) Greene County had complied with Mississippi Code Section 41-13-15; and (3) CMI was in contempt of paragraphs 11(3) and (4) of the second amended final judgment by failing to produce documents to Greene County and was assessed $7,500 in attorneys' fees. CMI appealed from this ruling.¹

¶ 8. Shortly after the parties finished the briefing period in this third appeal, cause number 2008-CA-01298-SCT, this Court handed down its decision on the two pending and consolidated appeals.² See Greene County v. Corporate Management, Inc., 10 So.3d 424 (Miss.2009).³ In Greene County, this Court determined that the dispositive issue was whether the hospital and nursing home agreements entered into by CMI and the Greene County Board of Trustees were binding on the Board of Supervisors and, thus, Greene County. Id. at 429-30. This Court determined that the trial court erred by finding that the trustees had authority to enter into the agreements, which alienated real property, without the approval of the Board of Supervisors. Id. at 431. Thus, the Court viewed the agreements as nonbinding, rendering all other dispositive issues moot. Id. at 433.

¶ 9. Additionally, this Court addressed the special chancellor's rulings on contempt. Greene County, 10 So.3d at 432. While the main argument centered on whether the October 15, 2007, contract between CMI and the GRHC trustees interfered with the terms of the second amended final judgment, the opinion also noted the special chancellor's decision regarding contempt for the failure to produce financial statements. Id. at n. 13. Ultimately, however, the Court determined that "[b]ecause we find today that the contracts were not binding, and because the contempt order resulted in no sanctions, we find the issue moot." Id.

¶ 10. It is from this procedural context that this Court now has the third appeal before it.

DISCUSSION

¶ 11. This Court has a limited standard of review in appeals from the chancery court. Tucker v. Prisock, 791 So.2d 190, 192 (Miss.2001). The standard of review for a chancellor's decision is abuse of discretion. Creely v. Hosemann 910 So.2d 512, 516 (Miss.2005). An appellate court "will not disturb the factual findings of a chancellor when supported by substantial evidence unless . . . the chancellor abused his discretion, was manifestly wrong, clearly erroneous or applied an erroneous legal standard." Biglane v. Under The Hill Corp., 949 So.2d 9, 13 -14 (Miss.2007) (quoting Cummings v. Benderman, 681 So.2d 97, 100 (Miss.1996)). However, on questions of law, appellate courts employ a de novo standard of review. Id.; Tucker, 791 So.2d at 192.

1. Jurisdiction.

¶ 12. As a side argument, CMI generally raised the issue that the trial court lacked jurisdiction, since the parties had two appeals pending with this Court at the time the special chancellor entered the 2008 judgment. CMI contends that the 2008 judgment erroneously modified, altered, amended, and broadened the second amended final judgment without jurisdiction. This issue is without merit.

¶ 13. Filing a notice of appeal transfers jurisdiction from the trial court to an appellate court, thereby removing the trial court's authority to amend, modify, or reconsider its judgment. McNeil v. Hester, 753 So.2d 1057, 1075 (Miss.2000); Bert Allen Toyota, Inc. v. Grasz, 947 So.2d 358, 362-63 (Miss.Ct.App.2007). In other words, the appeal removes the case ipso facto to the appellate courts. Id. When an appeal has no supersedeas bond, a party may execute on the judgment. McNeil, 753 So.2d at 1076. However, the lower court cannot "broaden, amend, modify, vacate, clarify, or rehear the decree." Id. On the other hand, when an appeal has a supersedeas bond it effectively suspends the judgment. Matter of Estate of Moreland, 537 So.2d 1345, 1348 (Miss.1989). Therefore, "enforcement of the rights declared by the decree are suspended until the appeal is determined." Id. When a trial court's order broadens, amends, modifies, vacates, clarifies, or rehears a decree, "it must be vacated as null and void because it exceeds the subject matter jurisdiction of the lower court." Id.

¶ 14. Here, the record reveals no supersedeas bond, nor does CMI claim that one exists. The trial court explicitly retained jurisdiction in the second amended final judgment and in the December 13, 2007, contempt order for the purpose of enforcing its judgments. Further, the special chancellor's 2008 judgment merely enforced provisions of the second amended final judgment and did not broaden, amend, modify, vacate, clarify, or rehear the second amended final judgment. In the 2008 judgment, the trial court determined "[t]hat Greene County timely and substantially complied with the requirements of Paragraphs 3 and 4 of the Second Amended Final Judgment and the statutory requirements of Miss.Code Ann. § 41-13-15(7), in offering the GRHC facility for lease." On the issue of contempt, the 2008 judgment stated:

That CMI shall be and hereby is found to be in contempt for its failure to comply with paragraphs 11(3) of the Court's Final Judgment, and that as a result thereof Greene County is entitled to an award of attorney's fees and costs in the amount of $7,500.00. Said amount shall be paid to Greene County, through its attorney on...