Superior MRI Servs., Inc. v. Alliance Healthcare Servs., Inc.

• Decision Date: 18 February 2015
• Docket Number: No. 14–60087.,14–60087.
• Citation: 778 F.3d 502
• Parties: SUPERIOR MRI SERVICES, INCORPORATED; Superior MRI Services, Incorporated, as Successor in Interest of P & L Contracting, Incorporated, Plaintiffs–Appellants, v. ALLIANCE HEALTHCARE SERVICES, INCORPORATED, formerly known as Alliance Imaging, Incorporated, doing business as Alliance Imaging; Alliance Imaging, Incorporated; John Doe, Defendants I Through X, Defendants–Appellees.
• Court: U.S. Court of Appeals — Fifth Circuit

778 F.3d 502

SUPERIOR MRI SERVICES, INCORPORATED; Superior MRI Services, Incorporated, as Successor in Interest of P & L Contracting, Incorporated, Plaintiffs–Appellants

v.ALLIANCE HEALTHCARE SERVICES, INCORPORATED, formerly known as Alliance Imaging, Incorporated, doing business as Alliance Imaging; Alliance Imaging, Incorporated; John Doe, Defendants I Through X, Defendants–Appellees.

No. 14–60087.

United States Court of Appeals, Fifth Circuit.

Feb. 18, 2015.

Bobby Taylor Vance, Esq., Attorney, Vance Law Office, Batesville, MS, for Plaintiffs–Appellants.

Crane D. Kipp, Esq., Gaye Nell Currie, Esq., William James Dukes, Rex Morris Shannon, III, Esq., Wise Carter Child & Caraway, P.A., Jackson, MS, for Defendants–Appellees.

Appeal from the United States District Court for the Northern District of Mississippi.

Before REAVLEY, JONES, and ELROD, Circuit Judges.

Opinion

JENNIFER WALKER ELROD, Circuit Judge:

Superior MRI Services, Inc. (Superior), on behalf of itself and as successor-in-interest to P & L Contracting, Inc. (P & L), sued Alliance HealthCare Services, Inc. (Alliance), alleging, inter alia, tortious interference with business relations and tortious interference with contract. Superior's claims arise from contractual rights that Superior allegedly acquired from P & L, its purported predecessor-in-interest. The district court dismissed Superior's tortious interference claims, ruling that Superior failed to establish that it acquired those contractual rights from P & L and that Superior lacked prudential standing to enforce P & L's rights.¹ Because we agree that Superior failed to prove the existence of prudential standing by a preponderance of the evidence, we affirm.

I.

P & L incorporated in October 2006 and, while it was in operation, offered mobile MRI services to Mississippi hospitals. On January 19, 2012, P & L filed a Chapter 7 bankruptcy petition in the U.S. Bankruptcy Court for the Northern District of Mississippi. In the schedule of assignments contained in its bankruptcy petition, P & L listed an assignment of “MRI Service agreements” to Superior with a date of assignment of October 1, 2011. Almost two months after this purported assignment, on November 28, 2011, Superior filed its Articles of Incorporation with the Mississippi Secretary of State. P & L formally dissolved on November 15, 2012. Superior's complaint describes three incidents in which Alliance allegedly interfered with MRI Service agreements or impaired a prospective business relationship. Each of these incidents occurred prior to the date on which Superior filed its articles of incorporation.

II.

We review de novo a district court's rulings on the issue of standing. St. Paul Fire & Marine Ins. Co. v. Labuzan, 579 F.3d 533, 538 (5th Cir.2009). “A district court's factual findings, including those on which the court based its legal conclusions, are reviewed for clear error.” Id.

III.

“Prudential standing requirements exist in addition to the immutable requirements of Article III as an integral part of judicial self-government.” St. Paul Fire & Marine Ins. Co. v. Labuzan, 579 F.3d 533, 539 (5th Cir.2009) (internal quotation marks omitted). One principle of prudential standing requires “that a plaintiff generally must assert his own legal rights and interests, and cannot rest his claim to relief on the legal rights or interests of third parties.” United States v. Johnson, 632 F.3d 912, 919–20 (5th Cir.2011) (internal quotation marks omitted).

A motion to dismiss for lack of standing may be either “facial” or “factual.” Paterson v. Weinberger, 644 F.2d 521, 523 (5th Cir.1981). An attack is “factual” rather than “facial” if the defendant “submits affidavits, testimony, or other evidentiary materials.” Id. To defeat a factual attack, a plaintiff “must prove the existence of subject-matter jurisdiction by a preponderance of the evidence” and is “obliged to submit facts through some evidentiary method to sustain his burden of proof.” Irwin v. Veterans Admin., 874 F.2d 1092, 1096 (5th Cir.1989) (internal quotation marks and footnotes omitted), aff'd sub nom., Irwin v. Dep't of Veterans Affairs, 498 U.S. 89, 111 S.Ct. 453, 112 L.Ed.2d 435 (1990).

In the district court, Alliance brought a factual attack on Superior's prudential standing, submitting records from the Office of the Mississippi Secretary of State, the Mississippi State Department of Health, the United States Bankruptcy Court, and the Department of the Treasury. The district court reviewed these submissions and other documents in the public record, and the district court ruled that Superior failed to establish that P & L assigned its contractual rights to Superior or that Superior ratified any such assignment. According to the district court, P & L's bankruptcy filings list an October 2011 assignment of “MRI service agreements” to Superior, but Superior did not file its Articles of Incorporation with the Mississippi Secretary of State until November 28, 2011. Thus, the district court found that Superior did not exist as a corporation at the time of the purported assignment from P & L. See Miss.Code Ann. § 79–4–2.03(a) (“[T]he corporate existence begins when the articles of incorporation are filed.”). The district court rejected Superior's contentions that P & L and Superior “merged” or that Superior ratified the assignment after incorporation.

On appeal, Superior argues that the assignment was valid and that Superior ratified the assignment once it “finalized its incorporation process.” Superior fails to support either assertion. With respect to the assignment, Superior did not proffer any evidence of an assignment other than the statement in P & L's bankruptcy petition that P & L had previously assigned “MRI Service agreements” to Superior MRI Services. Superior did not produce any assignment agreement or any document memorializing an assignment. Even if the statement in the bankruptcy petition sufficed to prove an assignment of some kind, the vague statement that “MRI Service agreements” were assigned does not establish that the particular agreements at issue in this case are among those that were assigned. Moreover, each of the contracts on which Superior's claims are predicated contains language prohibiting any assignment by P & L without the written consent of the contracting hospitals. Superior submitted no evidence that the contracting hospitals consented to any assignment.

Even if P & L did attempt to assign its rights to Superior, we find no clear error in the district court's finding that the purported assignment took place before Superior existed as a corporation.² Thus, Superior would have had to ratify the assignment once Superior finalized the incorporation process. See Pearl Realty Co. v. Wells, 164 Miss. 300, 145 So. 102, 103 (1933) (“It is permissible for promoters to make contracts which, if ratified by corporations after they are organized, will bind the corporations.”). Superior proffered evidence that it had a federal tax identification number and bank account as early as September 20, 2011, and it claims that it was doing business as Superior MRI Services before it “finalized its incorporation process.” However,...