Gordon v. Greenview Hosp., Inc.

• Decision Date: 17 December 2009
• Docket Number: No. M2007-00633-SC-R11-CV.,M2007-00633-SC-R11-CV.
• Parties: Kamarjah GORDON et al. v. GREENVIEW HOSPITAL, INC., d/b/a Greenview Regional Hospital.
• Court: Tennessee Supreme Court

300 S.W.3d 635

Kamarjah GORDON et al. v. GREENVIEW HOSPITAL, INC., d/b/a Greenview Regional Hospital.

No. M2007-00633-SC-R11-CV.

Supreme Court of Tennessee, at Nashville.

June 3, 2009 Session.

December 17, 2009.

Carroll C. Johnson, III, Memphis, Tennessee, and Timothy R. Holton, Memphis,

Tennessee, for the appellant, Kamarjah Gordon, Deceased, and Tosha Gordon.

Bradley A. Case, Louisville, Kentucky, and John F. Floyd and Mandy Langford, Nashville, Tennessee, for the appellee, Greenview Hospital, Inc.

OPINION

WILLIAM C. KOCH, JR., J., delivered the opinion of the court, in which JANICE M. HOLDER, C.J., CORNELIA A. CLARK, GARY R. WADE, and SHARON G. LEE, JJ., joined.

This appeal involves the propriety of Tennessee's courts exercising general personal jurisdiction over a Kentucky corporation. The Kentucky corporation and other Tennessee parties were named as defendants in a medical malpractice action filed in the Circuit Court for Davidson County. The trial court granted the Kentucky corporation's motion for summary judgment on the ground of lack of personal jurisdiction, and the Court of Appeals affirmed. Gordon v. Greenview Hosp., Inc., No. M2007-00633-COA-R3-CV, 2008 WL 802463 (Tenn.Ct.App. Mar.24, 2008). We granted the plaintiffs' application for permission to appeal to determine whether the courts of Tennessee, consistent with the due process clause, may exercise personal jurisdiction over the Kentucky corporation. We have determined that (1) the Kentucky corporation's corporate filings in Kentucky listing the Tennessee address of the legal department of its parent corporation as its current principal office, (2) the fact that many of the corporation's officers and directors maintain offices in Tennessee, and (3) the fact that the Kentucky corporation is a subsidiary and remote subsidiary of two corporations whose primary places of business are in Tennessee are insufficient, individually and collectively, to provide a basis for exercising general personal jurisdiction over the Kentucky corporation.

I.

Greenview Hospital, Inc. ("Greenview") is a Kentucky corporation that owns and operates the Greenview Regional Hospital in Bowling Green, Kentucky. Greenview has no physical facilities in Tennessee, and it does not provide hospital or other healthcare services in Tennessee. In addition, Greenview owns no property in Tennessee, is not registered to do business in Tennessee, and has no registered agent for service of process in Tennessee.

Greenview is a subsidiary of the TriStar Health System ("TriStar"), which is, in turn, a subsidiary of Hospital Corporation of America, Inc. ("HCA"). The principal offices of TriStar and the legal department of HCA are located in Tennessee. TriStar operates fourteen facilities in Tennessee and Kentucky, including Greenview Regional Hospital. TriStar's website, which provides a physician referral service in Tennessee and south central Kentucky, contains information about Greenview Regional Hospital.

The events that gave rise to this lawsuit unfolded on April 10, 2005.¹ Tosha Gordon, a resident of Warren County, Kentucky, came to the emergency room at Greenview Regional Hospital. She was pregnant, and her blood pressure was elevated. The Greenview staff instructed her to contact Vanderbilt University Medical Center ("Vanderbilt") in Nashville where her regular obstetrician practiced. She did so, and the Vanderbilt staff instructed Ms. Gordon to contact her obstetrician the following day.

Rather than waiting until the next day, Ms. Gordon traveled to the emergency room at Centennial Medical Center ("Centennial") in Nashville. She complained of a headache, swollen feet, and an elevated blood pressure. Ms. Gordon was admitted for observation at the Women's Hospital at Centennial Medical Center after being diagnosed with pregnancy-induced hypertension.

The staff at the Women's Hospital discharged Ms. Gordon during the afternoon of April 10, 2005. Later in the day, she returned to the emergency room at Greenview Regional Hospital, complaining of elevated blood pressure, abdominal pain, and contractions. An emergency Caesarian section was performed after the fetal monitor revealed significant fetal bradycardia (a slower than normal heart rate). Ms. Gordon's baby, Kamarjah Gordon, died prior to delivery.

On March 28, 2006, Ms. Gordon filed suit in the Circuit Court of Davidson County seeking to recover damages for various negligent acts that she alleged caused Kamarjah Gordon's death. She named as defendants Dr. Jeffrey D. Draughn (her treating physician at Centennial), Tennessee Women's Care, P.C. (Dr. Draughn's employer), HCA Health Services of Tennessee, Inc. d/b/a Centennial Medical Center, Vanderbilt University Medical Center, Dr. Melody Adler (her obstetrician), and Greenview Hospital, Inc. d/b/a Greenview Regional Hospital.²

In its answer filed May 5, 2006, Greenview asserted that it was not subject to personal jurisdiction in Tennessee. On August 14, 2006, Greenview filed a motion for summary judgment based on a lack of personal jurisdiction under either Tennessee's long arm statute or the Due Process Clause of the United States Constitution. The trial court granted the motion on February 22, 2007, and Ms. Gordon appealed.

The Court of Appeals affirmed the trial court's conclusion that there was no basis for the exercise of personal jurisdiction over Greenview. Noting that the issue should have been decided on a motion to dismiss for lack of jurisdiction rather than a motion for summary judgment, the Court of Appeals concluded that "[f]or a court to exercise general personal jurisdiction over an out-of-state defendant, `the proof must show that the defendant maintains "continuous and systematic" contacts with the foreign state, and those contacts "give rise to the liabilities sued on."'" Gordon v. Greenview Hosp., Inc., No. M2007-00633-COA-R3-CV, 2008 WL 802463, at *3 (Tenn.Ct.App. Mar.24, 2008) (quoting Lucite Int'l, Inc. v. Runciman, No. W2004-00314-COA-R3CV, 2005 WL 394775, at *4 (Tenn.Ct.App. Feb.18, 2005) (No Tenn. R.App. P. 11 application filed)). It further found that Ms. Gordon had not established the requisite minimum contacts between Greenview and Tennessee and that jurisdiction could not be premised entirely on the fact that personal jurisdiction existed over HCA, Greenview's parent corporation. Gordon v. Greenview Hosp., Inc., 2008 WL 802463, at *4. Ms. Gordon appealed to this Court, arguing that Tennessee can properly exercise personal jurisdiction over Greenview based on the corporation's contacts with Tennessee and on its affiliation with Tennessee corporations.

II.

At the outset, we turn to the distinction drawn by the Court of Appeals between a Tenn. R. Civ. P. 12.02(2) motion to dismiss for lack of personal jurisdiction and a Tenn. R. Civ. P. 56 motion for summary judgment. The Court correctly pointed out that questions regarding personal jurisdiction must be raised and decided using the procedures applicable to Tenn. R. Civ. P. 12.02(2). Unlike Tenn. R. Civ. P. 12.02(6) motions for failure to state a claim that are supported or opposed by matters outside the pleadings and Tenn. R. Civ. P. 12.03 motions for judgment on the pleadings, Tenn. R. Civ. P. 12.02(2) motions are not converted to motions for summary judgment when either or both parties submit matters outside the pleadings either in support of or in opposition to the motion. See Chenault v. Walker, 36 S.W.3d 45, 55 (Tenn.2001).

Tenn. R. Civ. P. 1 reflects a policy favoring the "just, speedy, and inexpensive determination of every action." To further this policy, we have recognized that motions should be construed based on their substance rather than their title. Tenn. Farmers Mut. Ins. Co. v. Farmer, 970 S.W.2d 453, 455 (Tenn.1998); Bemis Co. v. Hines, 585 S.W.2d 574, 576 (Tenn.1979). Accordingly, like the Court of Appeals, we will deem Greenview's motion to be a Tenn. R. Civ. P. 12.02(2) motion to dismiss for lack of jurisdiction.

A Tenn. R. Civ. P. 12.02(2) motion to dismiss for lack of personal jurisdiction challenges the trial court's ability to proceed with the claim or claims against a defendant. 5B Charles Alan Wright & Arthur R. Miller, Federal Practice and Procedure § 1349, at 56 (3d ed. 2004) (hereinafter "5B Federal Practice and Procedure").³ It embodies a threshold issue that normally should be adjudicated early in the proceeding because, if the motion is granted, it will produce an overall savings in time and resources and will also avoid delay in the disposition of cases. 5B Federal Practice and Procedure § 1349, at 56-57.

The plaintiff bears the ultimate burden of demonstrating that the trial court may properly exercise personal jurisdiction over a defendant. Chenault v. Walker, 36 S.W.3d at 56; Davis Kidd Booksellers, Inc. v. Day-Impex, Ltd., 832 S.W.2d 572, 577 (Tenn.Ct.App.1992). This burden is ordinarily not a heavy one, 5B Federal Practice and Procedure § 1351, at 274, because personal jurisdiction need only be demonstrated by a preponderance of the evidence. 5B Federal Practice and Procedure § 1351, at 287.

A defendant may take issue with personal jurisdiction by filing a 12.02(2) motion⁴ prior to filing its answer or by including this defense in its answer. Tenn. R. Civ. P. 12.08. If a defendant raises the defense by motion, the defendant may, but is not required to, support the motion with affidavits or other evidentiary materials. Humphreys v. Selvey, 154 S.W.3d 544, 550 n. 5 (Tenn.Ct.App.2004). However, if a defendant supports its motion with affidavits, the plaintiff must establish its prima facie showing of personal jurisdiction over the defendant by filing its own affidavits or other written evidence. Chenault v. Walker, 36 S.W.3d at 56; Mfrs. Consolidation Serv., Inc. v. Rodell, 42 S.W.3d 846, 854-55 (Tenn.Ct.App.2000).

The trial court is not required to make findings of fact with regard to a Tenn. R. Civ. P. 12.02(2) motion. Rather, the trial court...