SOUTHEAST CANCER NET. v. DCH HEALTH. AUTH.

Citation869 So.2d 452
PartiesSOUTHEAST CANCER NETWORK, P.C. v. DCH HEALTHCARE AUTHORITY, INC., et al.
Decision Date13 June 2003
CourtSupreme Court of Alabama

E. Glenn Waldrop, Jr., of Lightfoot, Franklin & White, L.L.C., Birmingham; and Andrew P. Campbell of Campbell, Waller & Poer, LLC, Birmingham, for appellant.

James J. Jenkins and Terri Olive Tompkins of Phelps, Jenkins, Gibson & Fowler, L.L.P., Tuscaloosa, for appellees DCH Healthcare Authority, Inc., d/b/a DCH Regional Medical Center and d/b/a Northport Medical Center.

Gary M. London and F.A. Flowers III of Burr & Forman, L.L.P., Birmingham, for appellee Oncology Associates of West Alabama, P.C., et al.

SEE, Justice.

Southeast Cancer Network, P.C. ("Southeast"), sued DCH Healthcare Authority, Inc. ("DCH"), and Oncology Associates of West Alabama, P.C., and its members1 (Oncology Associates and its members are hereinafter referred to collectively "Oncology Associates"), alleging claims of tortious interference with a business relationship and of engaging in an unlawful trust, combine, or monopoly in violation of § 6-5-60, Ala.Code 1975, and seeking a judgment declaring DCH's exclusive contract with Oncology Associates void under § 8-1-1, Ala.Code 1975.2 The trial court entered a summary judgment in favor of DCH and Oncology Associates. Southeast appeals only from the portion of the summary judgment declaring DCH's exclusive contract with Oncology Associates valid. Because the trial court found that no facts were in dispute and because Southeast fails to demonstrate that the trial court erred in its application of law to those facts, we affirm the trial court's summary judgment against Southeast.

Facts and Procedural History

In 1982, DCH was incorporated as a public hospital corporation pursuant to authorizing resolutions adopted by Tuscaloosa County, the City of Tuscaloosa, and the City of Northport.3 DCH's certificate of incorporation provides that DCH shall have all the powers and authority permitted to it under the Health Care Authorities Act of 1982. § 22-21-310 et seq., Ala.Code 1975. DCH owns and operates DCH Regional Medical Center in Tuscaloosa and Northport Medical Center in Northport. DCH leases and operates Fayette Medical Center in Fayette.

Oncology Associates of West Alabama, P.C., is a medical professional corporation located in Tuscaloosa. All physicians employed by Oncology Associates of West Alabama hold privileges to practice oncology at DCH facilities.

Southeast employs 11 physicians. Southeast's physicians have offices in Tuscaloosa, Fort Payne, Decatur, Sylacauga, and Montgomery, Alabama, and in Lebanon, Tennessee. Southeast's physicians hold staff privileges at over 30 hospitals in Alabama and Tennessee. Southeast operates an oncology clinic in Tuscaloosa. Some physicians employed by Southeast may have practiced oncology at DCH-operated facilities before November 1997.4 DCH has no objection to granting general staff privileges at any of its hospitals to Southeast's physicians. In fact, one Southeast physician, Dr. Pamela Hughes, holds staff privileges to practice internal medicine at all three DCH hospitals. DCH, however, declines to grant Southeast's physicians specialist-staff privileges to practice oncology at a DCH hospital.

DCH and Oncology Associates maintain that there are in the "surrounding area" at least 10 medical centers, in addition to the hospitals operated by DCH and the 31 hospitals at which Southeast's physicians hold staff privileges, that provide oncological services.5 At least 5 of those medical centers are within 60 miles of Tuscaloosa.

On November 18, 1997, DCH entered into a five-year contract with Oncology Associates to provide oncology services at medical centers operated by DCH.6 The agreement contains the following exclusivity provision:

"This agreement is exclusive for the provision of inpatient and outpatient oncology services and [DCH] agrees that during the terms of this Agreement it will not allow or permit any person or entity other than Oncology Associates to provide inpatient or outpatient oncology services (either directly or indirectly) in the Center or the Cancer Program (including physician oncology services at all [DCH] owned operated hospitals or health care facilities) without the written consent of Oncology Associates, which consent Oncology Associates may unreasonably withhold."

On October 4, 2000, Southeast sued DCH, Oncology Associates, and the individual defendants, alleging that the defendants had violated Alabama's antitrust laws by engaging in an unlawful trust, combine, or monopoly and had tortiously interfered with Southeast's business relationships, and seeking a declaration that the exclusive agreement between DCH and Oncology Associates was void because it violated § 8-1-1, Ala.Code 1975. The gravamen of Southeast's complaint was that the exclusive contract DCH maintains with Oncology Associates precludes Southeast's physicians from practicing inpatient oncology at facilities operated by DCH.

DCH and Oncology Associates moved for a summary judgment. On August 19, 2002, the trial court entered a summary judgment in favor of DCH and Oncology Associates as to all claims. The trial court found there were no material facts in dispute and that § 22-21-318(a)(31) and (32), Ala.Code 1975,7 permit DCH to engage in anticompetitive behavior. The trial court found that DCH had not tortiously interfered with any of Southeast's business relationships because DCH has a legal right to enter into exclusive contracts. Finally, the trial court found that Oncology Associates was entitled to a summary judgment because DCH's immunity from antitrust liability extends to private parties with whom DCH enters into contracts. Southeast now appeals the trial court's refusal to declare DCH's contract with Oncology Associates void under § 8-1-1, Ala.Code 1975.

Issue on Appeal

The sole issue presented on appeal is whether the trial court erred in finding that DCH's contract with Oncology Associates is not void under § 8-1-1, Ala.Code 1975.

Analysis
"The standard of review applicable to a summary judgment is the same as the standard for granting the motion, that is, we must determine whether there was a genuine issue of material fact and, if not, whether the movant was entitled to a judgment as a matter of law. Our review is further subject to the caveat that this Court must review the record in a light most favorable to the nonmovant and resolve all reasonable doubts against the movant. Wilson v. Brown, 496 So.2d 756, 758 (Ala.1986); Harrell v. Reynolds Metals Co., 495 So.2d 1381 (Ala.1986). See also Hanners v. Balfour Guthrie, Inc., 564 So.2d 412 (Ala.1990)."

Brewer v. Woodall, 608 So.2d 370, 372 (Ala.1992)(cited with approval in Stiff v. Alabama Alcoholic Beverage Control Bd., [Ms. 1010169, May 2, 2003] ___So.2d ___, ___(Ala.2003)).

Southeast does not argue that any facts are in dispute. Instead, Southeast argues that the trial court erred in its application of the law and that the contract between DCH and Oncology Associates should be declared void under § 8-1-1, Ala.Code 1975, because that contract prohibits Southeast's oncologists from practicing oncology at DCH facilities. Southeast argues that DCH has a monopoly in western Alabama,8 and that DCH's contract with Oncology Associates denies patients the right to choose their own physician for in-patient oncology care because this monopoly prevents Southeast physicians from practicing in-patient oncology in western Alabama.

Section 22-21-318(a)(31), Ala.Code 1975, provides health-care authorities with immunity from antitrust laws, but Southeast argues that that Code section does not provide DCH and Oncology Associates immunity in this case because § 8-1-1, Ala. Code 1975, is not an antitrust law. Southeast also argues that the contract between DCH and Oncology Associates is void because DCH and Oncology Associates disagree about the scope of the exclusivity provision. According to Southeast, Oncology Associates believes the agreement covers only the practice of oncology, but Southeast asserts that DCH has used the exclusivity provision in its contract with Oncology Associates to deny one of Southeast's physicians, Dr. Pamela Hughes, the privilege of practicing hematology at a facility operated by DCH.

DCH and Oncology Associates argue that § 8-1-1, Ala.Code 1975, as a matter of law, does not apply in this case because Oncology Associates' exclusive agreement to provide oncology services for DCH does not restrain physicians who work for Southeast from working as oncologists. DCH and Oncology Associates also argue that Southeast lacks standing to bring a claim under § 8-1-1, Ala.Code 1975, because it is a corporation, not a physician seeking staff privileges at a DCH facility.9 Finally, DCH and Oncology Associates argue that § 22-21-318, Ala.Code 1975, permits DCH to enter into exclusive contracts with physicians to provide services.

DCH and Oncology Associates argue correctly that their agreement, as a matter of law, does not restrain Southeast's physicians from practicing oncology. DCH and Oncology Associates' agreement does not on its face prohibit Southeast's physicians—who are not parties to the agreement—from practicing oncology. The agreement merely denies Southeast's employees staff privileges in oncology at medical facilities operated by DCH. Southeast's physicians practice oncology in at least 30 other hospitals or health-care facilities in Alabama and Tennessee.

"[T]his Court has long held that not every contract which imposes a restraint on trade or competition is void." Tomlinson v. Humana, Inc., 495 So.2d 630, 631-32 (Ala.1986). The fact that a contract "`may affect a few or several individuals engaged in a like business does not render it void [under § 8-1-1, Ala. Code 1975].'" Reed v. Herren, 423 So.2d 139, 142 (Ala.1982)(quoting Terre Haute Brewing Co. v. McGeever, 198 Ala. 474, 480, 73 So. 889, 891 (1916)). Every contract "`to...

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