Ritter v. BJC Barnes Jewish Christian Health Systems, 73713
| Decision Date | 12 January 1999 |
| Docket Number | No. 73713,73713 |
| Parties | Mary Jo RITTER, individually and as Personal representative of the Estate of Robert D. Ritter, Jr., Appellant, v. BJC BARNES JEWISH CHRISTIAN HEALTH SYSTEMS, etc., Respondent. |
| Court | Missouri Court of Appeals |
Robert F. Ritter and Joan M. Lockwood, St. Louis, for appellant.
Thomas B. Weaver and Paul N. Venker, St. Louis, for respondent.
Plaintiff, Mary Jo Ritter (Ritter) individually and as personal representative of the Estate of Robert D. Ritter, Jr., appeals summary judgment in favor of Defendant, Barnes Jewish Christian Health Systems (BJC). Ritter sued BJC and other defendants alleging damages from injuries Robert D. Ritter, Jr. sustained while under the care and treatment of defendants, and for loss of consortium.
Ritter contends genuine issues of material fact exist as to whether BJC exerts control over Christian Hospital Northeast/Northwest (Christian Hospital) which would support finding BJC is liable on one or more theories of: (1) agency; (2) vicarious liability; (3) apparent authority; or (4) joint venture. In her sole point on appeal, Ritter argues that the trial court erred in granting summary judgment in favor of BJC. She argues that there are disputed issues of material fact, and that BJC is not entitled to judgment as a matter of law.
We affirm the decision of the trial court granting summary judgment.
In April 1992, Barnes Hospital and The Jewish Hospital of St. Louis entered a System Affiliation Agreement. On June 1, 1993, the Affiliation Agreement was amended to include Christian Health Services Development Corporation, and several of its subsidiaries The BJC System was created in response to the rapidly changing health care field. The objective of the BJC System was to form an integrated regional health care delivery system capable of providing high quality, cost effective health services "that can successfully operate in a managed care marketplace." Additionally, the System was created to improve patient access to primary care medical services and specialized medical services. The parties sought to coordinate "clinical services, medical, nursing and other health professional education, research, fund raising, and centralized strategic planning, capital finance, marketing and such other administrative and management activities as [BJC] shall identify in order to enhance quality, reduce duplication of resources, increase efficiencies, maintain and improve the Institutions' financial posture, and decrease costs to health care consumers." Although the Affiliation Agreement addresses activities to connect the institutions under the BJC System, the Agreement specifically provides that the Institutions and Affiliates "retain their identities as separate institutions with unique traditions, constituencies and philanthropic support." Furthermore, the record indicates that BJC and Christian Hospital are separately incorporated under the laws of Missouri.
as a member of the BJC System. Christian Hospital became a member of BJC under the Amended Affiliation Agreement. The Agreement designates BJC as the Parent Corporation, and each of the other entities admitted to the System as Institutions.
On February 24, 1994, Robert D. Ritter, Jr. underwent laparoscopic gall bladder surgery at Christian Hospital. Mary Jo Ritter alleged in her petition that Mr. Ritter was injured as a result of negligent medical care surrounding his care and treatment. She filed a second amended petition and named BJC, among others, as a defendant. She alleged that BJC was liable because: (1) BJC controlled the care and treatment of Mr. Ritter through an agreement with Christian Hospital; (2) Christian Hospital was acting as the agent, actual or apparent, of BJC in Mr. Ritter's treatment; and (3) BJC and Christian Hospital are (a) partners, and/or (b) engaged in a joint venture. BJC filed a motion to dismiss Ritter's second amended petition or, in the alternative, transfer and make more definite. The trial court consolidated this case with several other cases for the purpose of determining the issue of venue.
Ritter commenced comprehensive discovery with respect to the relationship of BJC to its affiliates. Thereafter, she filed a consolidated venue brief and suggestions in opposition to BJC's motion to dismiss and/or to change venue. After a hearing on the venue issue, the court issued an Order denying BJC's motion for the change of venue. It held that BJC could be found liable based upon the theory of respondeat superior, reasoning that Ritter stated a cause of action against BJC. However, it determined that it would be "a very fact intensive inquiry as to the degree of control which BJC could exercise over the details of the manner in which the work or services were performed by the member." Specifically, BJC must have had the right to control the particular treatment Mr. Ritter received. Ritter would have to rely on more than just the Affiliation Agreement to support her allegations. In making its decision, the court recognized that the standard in ruling on a change of venue motion is less stringent than the standard in a motion for summary judgment.
BJC moved for summary judgment alleging four grounds in support of its motion. First, BJC did not provide any health care to Mr. Ritter and cannot be liable as a principal for medical negligence. Second, BJC and Christian Hospital are two separate corporations and are not partners or agents of one another. Third, co-defendants David M. Margolis, M.D., Digestive Disease Specialist, Inc. and William D. Yates, M.D. are not agents of BJC. Fourth, Ritter cannot support a claim of medical negligence against BJC from her expert testimony. The trial court granted BJC's motion for summary judgment.
It is undisputed that Christian Hospital is a subsidiary of the Parent Corporation, BJC. When Christian Hospital became a subsidiary In achieving the Goals and Objectives of the System, the Parent Corporation may exercise some control over the operation of the subsidiary Institutions and Affiliates. Thus, the Agreement states that each Institution must amend its Corporate Documents to reflect a delegation of power in the Parent Corporation. One of the goals and objectives of the system is "to permit the Institutions and Affiliates to function and be recognized as integral components of a medical center of national stature and reputation in the areas of patient care, biomedical research, and health professional education." However, there is also an objective "[t]o enable the Institutions and Affiliates to retain their identities as separate institutions with unique traditions, constituencies and philanthropic support."
of BJC, an amended Affiliation Agreement was created. The Agreement enumerates powers of the Parent Corporation and the subsidiaries. It specifies that the most significant consideration of the system is the "willingness of the Institutions and Affiliates to provide Parent Corporation with sufficient authority over the Institutions and Affiliates." This consideration is to be met "while addressing adequately the individual needs of each Institution and Affiliate in maintaining and preserving its separate identity and responsiveness to its respective constituencies and communities." While the main objective is for the Institutions and Affiliates to embrace authority from the Parent Corporation, this is to be achieved while balancing the Institutions' autonomy. The Agreement states that the Institutions will retain their separate identities while functioning within an integrated health care delivery system. Specifically, with regard to medical staff, the Agreement set forth that "[e]ach Institution and Affiliate shall make its own decisions concerning the granting and renewal of medical staff membership and the granting and renewal of medical staff privileges. All such decisions shall be consistent with the requirements of this Agreement ... and with the policies established by Parent Corporation."
In the formation of the system, the Agreement provides that each Institution must amend its Corporate Documents to conform to the Agreement which would include a provision stating that the Parent Corporation is the sole corporate member of that Institution. The Parent Corporation has the authority to approve the proposed amendments of each Institution.
The Affiliation Agreement allocates powers and responsibilities between BJC and the Institutions and Affiliates. BJC's specifically enumerated powers relate to: (1) planning and implementation; (2) debt approval; (3) transfers of assets; (4) budget approval; (5) excessive expenditure approval; (6) creation of new health care services or new locations for the delivery of services; (7) mergers; (8) negotiations with third party payors; (9) member affiliations; (10) uniform human resources policies; (11) coordinated marketing and promotional policies; and, (12) appointment and removal rights for each member's president and senior executive officer in consultation with such members' board of directors. The powers specifically reserved to the Institutions include: (1) election of Institution directors; (2) establishing Institution committees; (3) developing annual operating and capital budget; (4) expenditures in ordinary course of business; (5) decisions regarding its personnel such as hiring and terminating; (6) decisions regarding the granting and renewal of medical staff membership and granting and renewal of medical staff privileges; (7) utilization review and quality improvement within its own facility; and, (8) endowments and fundraising.
Article IX of the Agreement provides for indemnification by the Institution. The section ...
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