Sta-Home Home Health Agency, Inc. v. Umphers
| Decision Date | 16 May 1990 |
| Docket Number | STA-HOME,No. 07-CA-58971,07-CA-58971 |
| Citation | 562 So.2d 1258 |
| Parties | HOME HEALTH AGENCY, INC. v. Nancy Simpson UMPHERS, Bobbie Malone & Mid-Delta Home Health Agency, Inc. |
| Court | Mississippi Supreme Court |
Wes W. Peters, Satterfield & Allred, Thomas L. Kirkland, Jr., Kirkland Barfield & Panter, Jackson, for appellant.
James H. Powell, III, Durant, Melvin V. Priester, Jackson, Frank D. Stimley, Madison, Dennis C. Sweet, III, Owens & Owens, Jackson, for appellees.
Before DAN M. LEE, P.J., and ANDERSON and PITTMAN, JJ.
Sta-Home Home Health Agency (plaintiff below/appellant here) sought injunctive and other relief against Nancy S. Umphers, Bobbie Malone and Mid-Delta Home Health, Inc. (defendants below/appellees here).
After a full hearing on October 5-7, 1987, the learned chancellor rendered his findings and opinion on November 4, 1987, denying appellant any of the relief requested. Being aggrieved, Sta-Home made a timely appeal and assigned as error the following:
(1) Whether the chancellor erred by denying appellant the enforcement of its non-competition agreements;
(2) Whether the chancellor erred in ruling that appellant had come into court with unclean hands;
(3) Whether the chancellor erred in placing any relevancy on the proposals to the physicians;
(4) Whether the chancellor erred in finding that the non-competition agreements were too vague, ambiguous and nonsensical to be enforceable;
(5) Whether the chancellor was clearly erroneous in his finding that the evidence did not support a claim of conspiracy or intentional interference with contract against appellee Mid-Delta;
(6) Whether the chancellor erred in denying appellant the relief requested by its Complaint?
Sta-Home Home Health Agency, Inc., is a non-profit corporation with its principal place of business in Jackson, Mississippi. Sta-Home operates through five separately Nancy S. Umphers and Bobbie Malone are registered nurses who were formerly in the employ of Sta-Home, but who now work for appellee, Mid-Delta, a similar competing agency.
maintained corporations whose various principal places of businesses are located throughout the State of Mississippi. Under these corporations, Sta-Home maintains 19 separate offices. The geographic service area for which Sta-Home is licensed to serve by the Mississippi State Department of Health includes the following counties: Hinds, Madison, Rankin, Holmes, Attala, Yazoo and Leake Counties. The subject controversy involves appellant's branch offices in Lexington and Durant, Holmes County, Ms.
Umphers began working for Sta-Home around 1976 and Malone began working for the same agency around August 1, 1984. Each entered into a written employment contract with Sta-Home whereby they agreed to perform nursing services on behalf of patients or clients of Sta-Home. On or about December 12, 1980, while in the employ of Sta-Home, Umphers was required by Sta-Home to sign a so-called non-competition agreement. Likewise, in 1984 when Malone went to work for Sta-Home she was required to sign an identical non-competition agreement which was separate from the written employment agreement.
About the last week in June 1987, Doris Sanford, and Joyce Caracci, both of whom were agents and full-time employees of Sta-Home, approached every physician then practicing in the towns of Durant and Lexington in Holmes County, Mississippi, and offered each physician direct contracts with Sta-Home.
The parties dispute Sta-Home's intent and motives for offering the physicians this contract and quarrel over the interpretation of key parts of the proposed contract. Nevertheless, this Court finds that one can certainly read the contract to mean that if accepted as written, each doctor would hire his own nurse or nurses to perform skilled home health visits; that he would be responsible for all pay and benefits to any nurses so hired; and that for each skilled nursing visit performed by said nurses, the physician would be reimbursed by Sta-Home in the sum of Twenty Dollars ($20.00) per skilled nursing visit. After paying the doctor, Sta-Home would keep the remaining portion of the fee. Sta-Home's main function would be to screen the patients to see if they were eligible for home health care and do the paperwork. It is easily conceived how one reading the proposed contract or having the plan explained for the first time could conclude that, in the end, it would mean the termination of a great portion of Sta-Home's nursing staff.
Moreover, once the plan was presented to the doctors, Sta-Home's nightmare began. A couple of doctors stopped referring patients because they felt that Sta-Home, by this proposal, was attempting to improperly buy patient referrals.
Meanwhile, upon learning of the proposed plan through the grapevine and not as a result of communications from Sta-Home, her employer, co-defendant Nancy Umphers became concerned and had a discussion with Doris Sanford, the Regional Director of Nurses for Sta-Home. Ms. Sanford had accompanied Ms. Joyce Caracci, Administrator of Sta-Home (also the wife of Mr. Vic Caracci, Executive Director of Sta-Home), as a representative of appellant to make the proposals to those doctors. At this time Ms. Sanford told Umphers of the proposal and explained it as she understood it. Ms. Sanford confirmed Ms. Umphers' suspicion that this proposal would affect the nurse's employment. Umphers expressed her concern that the contracts were selling out the nurses, i.e., they would eliminate the nurses' jobs with Sta-Home; furthermore, she thought the contract scheme amounted to buying patient referrals and in her opinion the contracts were unethical and probably illegal.
Co-defendant Bobbie Malone also contacted Doris Sanford who told her that she and Ms. Caracci had encouraged Dr. Bills to use her on his staff. To add to the confusion and concerns that had now enveloped Umphers, Ms. Sanford encouraged Although appellant disputes Umphers' motives for doing so, Umphers tendered her resignation on July 6, 1987, effective July 31, 1987. Thereafter, Umphers set up a meeting for July 7, 1987 with Clara Reed, Administrator and Director of Nursing for Mid-Delta, allegedly to discuss employment possibilities with Mid-Delta. A meeting was indeed held on said date at Mid-Delta's Tchula, Mississippi office, Mid-Delta not then having an office in either Lexington or Durant. At least five (5) Sta-Home employees including both co-defendants were at the meeting.
both Umphers and Malone to line up their own employment with each doctor before the other nurses who were then under contract with Sta-Home found out about the proposals. Apparently, fearing the loss of her job and dissatisfied with the explanation she was receiving from her supervisor, Umphers began sounding the drums by advising other Sta-Home employees of the developing situation.
By this time, a mutinous atmosphere had gripped the ranks of the employee nurses of Sta-Home and by the end of July 1987, twelve (12) employees, including Bobbie Malone, had turned in their resignations and had marched over to the employ of Mid-Delta, which consequently set up new offices in Lexington and Durant. Also, approximately 60 patients were transferred from Sta-Home to Mid-Delta. The after-affect of this melee was best summed up by appellee Umphers when she exclaimed, "the Caraccis have just lost Holmes County."
This Court is impressed with the thoroughness and completeness of the learned chancellor's opinion in denying all relief requested by appellant. We agree with his findings and quote liberally therefrom:
Sta-Home claims that Malone and Umphers wrongfully caused many of the patients they were treating while working for Sta-Home to transfer to Mid-Delta where they continued administering to them. More specifically, plaintiff claims that Malone and Umphers, using private and proprietary information of plaintiff, conspired with Mid-Delta to unfairly compete and to assist Mid-Delta in unfairly competing within plaintiff's licensed geographic service area. Plaintiff further claims (1) that prior to their termination with plaintiff Umphers and Malone conspired with Mid-Delta to solicit Sta-Home's patients to terminate the services...
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