St. Joseph Hospital, Augusta, et al v. Health Mgmt. Assoc., Inc., No. 11-13069 (11th Cir. 2013)
Annotate this CaseSJH sued HMA for breach of contract and, in the alternative, under the doctrine of promissory estoppel, after HMA reneged on its "promise" to purchase the assets of SJH. By filing the Premerger Notifications, the parties represented the following as true: (1) the Asset Sale Agreement would not become a binding, enforceable contract until signed by the parties; (2) the Letter of Intent superseded any agreements - whether written or oral - that could have existed between the parties regarding HMA's acquisition of the hospital assets; and (3) the parties had a good faith intention to complete the transaction and were not using the notification process to vet a purely hypothetical transaction with the agencies. To this end, the parties were obligated to attend the hearing the Georgia Attorney General had scheduled and to cooperate with each other in presenting the case of HMA's acquisition. In light of these findings, the court found no error in the district court's decision to grant HMA summary judgment on the breach of contract claim (Count 1). The court also held that SJH's promissory estoppel claim (Count 4) failed because the Letter of Intent "clearly reflected the parties' intentions not to be bound until a definitive and binding [Asset Sale Agreement] was finalized and executed."
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