Empire Health Foundation v. CHS/Community Health Systems Inc et al, No. 2:2017cv00209 - Document 223 (E.D. Wash. 2019)
Court Description: ORDER GRANTING 99 PLAINTIFF'S MOTION FOR PARTIAL SUMMARY JUDGMENT ON DEFENSES AND AFFIRMATIVE DEFENSES, Denying as moot 104 Defendant's Motion for Summary Judgment. Signed by Judge Salvador Mendoza, Jr. (CLP, Case Administrator)
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Empire Health Foundation v. CHS/Community Health Systems Inc et al 1 Doc. 223 FI LED I N THE U.S. DI STRI CT COURT EASTERN DI STRI CT OF WASHI NGTON 2 Jul 09, 2019 UNITED STATES DISTRICT COURT EASTERN DISTRICT OF WASHINGTON 3 SEAN F. MCAVOY, CLERK 4 5 EMPIRE HEALTH FOUNDATION, a Washington nonprofit corporation, Plaintiff, 6 7 8 9 10 11 12 13 v. No. 2:17-cv-00209-SMJ ORDER GRANTING PLAINTIFF’S MOTION FOR PARTIAL SUMMARY JUDGMENT ON DEFENSES AND AFFIRMATIVE DEFENSES CHS/COMMUNITY HEALTH SYSTEMS INC., a Delaware corporation; SPOKANE WASHINGTON HOSPITAL COMPANY LLC, a Delaware limited liability company; and SPOKANE VALLEY WASHINGTON HOSPITAL COMPANY LLC, a Delaware limited liability company, Defendants. 14 Plaintiff Empire Health Foundation sues Defendants CHS/Community Health 15 Systems Inc., Spokane Washington Hospital Company LLC, and Spokane Valley 16 Washington Hospital Company LLC (collectively “CHS”) for breach of contract, 17 alleging it failed to fulfill the charity care commitments it made in its 2008 18 acquisition of two Spokane area hospitals. ECF No. 1. Before the Court is the 19 Foundation’s Motion for Partial Summary Judgment Dismissing CHS’s Affirmative 20 Defenses, ECF No. 99. The Foundation seeks partial summary judgment that CHS ORDER GRANTING PLAINTIFF’S MOTION FOR PARTIAL SUMMARY JUDGMENT ON DEFENSES AND AFFIRMATIVE DEFENSES - 1 Dockets.Justia.com 1 lacks evidence required to prove all elements of laches, waiver, and equitable 2 estoppel, as well as contributory fault and failure to mitigate damages. Id. CHS 3 opposes the motion, arguing sufficient facts support its defenses and affirmative 4 defenses. ECF No. 135. After reviewing the record and relevant legal authorities, the 5 Court grants the motion because no genuine dispute exists as to any material fact 6 and, as a matter of law, the Foundation is entitled to the ruling it seeks. BACKGROUND 7 8 This case is scheduled for a bench trial on August 12, 2019. ECF No. 190. 9 The underlying facts are set forth in the Court’s February 27, 2019 Order Ruling on 10 Cross-Motions for Summary Judgment, ECF No. 82, and will not be repeated here. 11 Two Certificates of Need, issued by the Washington State Department of 12 Health in 2008, provide, “[Each hospital] will use reasonable efforts to provide 13 charity care in an amount comparable to or exceeding the average amount of charity 14 care provided by hospitals in the Eastern Washington Region. . . . [Each hospital] 15 will maintain records documenting the amount of charity care it provides and 16 demonstrating its compliance with its charity care policies.” ECF No. 61-1 at 2; ECF 17 No. 61-2 at 2. 18 The Court previously ruled this charity care condition is enforceable under 19 the parties’ 2007 Asset Purchase Agreement. ECF Nos. 22, 36, 50, 82. Regarding 20 records, the contract provides that “[f]or a period of at least ten (10) years following ORDER GRANTING PLAINTIFF’S MOTION FOR PARTIAL SUMMARY JUDGMENT ON DEFENSES AND AFFIRMATIVE DEFENSES - 2 1 the Closing Date, Buyers will provide the Board of Trustees with an annual report 2 of their compliance with this [provision setting forth charity care requirements].” 3 ECF No. 100-10 at 3; ECF No. 136-1 at 3. Regarding waiver, the contract provides 4 that “[t]he waiver by any party of a breach or violation of any provision of this 5 Agreement shall not operate as, or be construed to constitute, a waiver of any 6 subsequent breach of the same or any other provision hereof.” ECF No. 100-9 at 3; 7 ECF No. 136-1 at 5. 8 CHS regularly reported the hospitals’ charity care levels to their respective 9 boards of trustees. ECF No. 136-3 at 5–8; ECF No. 137 at 2. Those figures appeared 10 in financial reports to the boards of trustees concerning many aspects of the 11 hospitals’ operations. ECF No. 136-3 at 8. CHS discussed those figures, and its 12 compliance with its charity care obligations, at the boards of trustees’ meetings. ECF 13 No. 136-3 at 7; ECF No. 137 at 2. 14 But the boards of trustees were “never given the data that showed what the 15 regional average of charity care was in the Eastern Washington region,” even though 16 CHS “did look at that data.” ECF No. 136-3 at 10. Thus, CHS did not disclose to the 17 boards of trustees how the hospitals’ charity care levels compared to the regional 18 average. See id. at 10–12; see also ECF No. 100-2 at 4; ECF No. 100-3 at 4–5. “The 19 emphasis in the discussion was on the reasonable efforts throughout the process not 20 on the regional averages.” ECF No. 136-3 at 12. How the hospitals’ charity care ORDER GRANTING PLAINTIFF’S MOTION FOR PARTIAL SUMMARY JUDGMENT ON DEFENSES AND AFFIRMATIVE DEFENSES - 3 1 levels compared to the regional average was publicly available on an official state 2 government website. See ECF No. 105-12 at 3–4; ECF No. 105-13 at 15; ECF No. 3 138 at 3; ECF No. 150 at 4. 4 The Foundation’s executives met with CHS’s executives regularly in hopes 5 of forming community partnerships to “co-invest in initiatives to try to . . . address 6 homeless or high utilizers.” ECF No. 136-2 at 6. These meetings were unsuccessful, 7 and no community partnerships formed. Id. at 6–8. During these meetings, the 8 Foundation never expressed concern over whether CHS was fulfilling its charity care 9 obligations. See ECF No. 106 at 2; ECF No. 136-2 at 12. 10 In November 2016, a guest lecturer for a graduate class on health 11 administration performed a “rough initial analysis” of the hospitals’ charity care 12 levels. ECF No. 136-2 at 10. When he shared the numbers with the Foundation, it 13 soon engaged legal counsel and obtained “a more in-depth expert analysis” because 14 it was “extremely disappointed with the charity care levels.” Id. 15 The Foundation did not analyze the hospitals’ charity care levels earlier 16 because it understood CHS had an obligation to report to the boards of trustees, and 17 the boards of trustees never notified the Foundation of any issues with the hospitals’ 18 charity care levels. Id. at 11–12. Ultimately, the Foundation did not scrutinize the 19 hospitals’ charity care levels until it engaged legal counsel. Id. at 13–15. Yet, the 20 Foundation claims it has a fiduciary duty to enforce CHS’s charity care obligations ORDER GRANTING PLAINTIFF’S MOTION FOR PARTIAL SUMMARY JUDGMENT ON DEFENSES AND AFFIRMATIVE DEFENSES - 4 1 on behalf of the Spokane community. ECF No. 105-5 at 15. 2 The Foundation filed this action on June 12, 2017, claiming breach of contract 3 and breach of the implied duty of good faith and fair dealing. ECF No. 1. On October 4 11, 2017, the Court denied CHS’s motion to dismiss the Foundation’s claims that 5 are “based on CHS’s alleged failure to provide the required minimum level of 6 charity-care.” ECF No. 22 at 15. The Court declared “[t]hose claims survive” while 7 dismissing others. Id. The Court also ruled “[t]he Foundation’s claims are not time- 8 barred” under the applicable statute of limitations, at least to the extent they are 9 “based upon conduct occurring within the limitations period.” Id. at 14. On February 10 27, 2019, the Court determined that, if the Foundation were to prevail at trial, it 11 “may not recover under a traditional damages theory” but “may obtain equitable 12 monetary relief.” ECF No. 82 at 14, 17. 13 CHS asserts the affirmative defenses of laches, waiver, and equitable 14 estoppel, and the defenses of contributory fault and failure to mitigate damages. ECF 15 No. 38 at 10–11; ECF No. 87 at 2–3. 16 CHS argues it has “demonstrated profound prejudice caused by [the 17 Foundation]’s nearly ten-year delay in bringing this action.” ECF No. 138 at 4–5. 18 CHS claims the Foundation’s inaction led it to believe it was in compliance with its 19 charity care obligations. Id. at 5. CHS notes the Foundation did not complain about 20 the hospitals’ charity care levels until after it announced it was selling them. Id. CHS ORDER GRANTING PLAINTIFF’S MOTION FOR PARTIAL SUMMARY JUDGMENT ON DEFENSES AND AFFIRMATIVE DEFENSES - 5 1 claims the Foundation’s inaction denied it any opportunity to address concerns over 2 the hospitals’ charity care levels. Id. 3 Had the Foundation complained about the hospitals’ charity care levels 4 earlier, CHS would have taken the complaint seriously, escalated the issue to 5 corporate leadership, and investigated the complaint at a local level. ECF No. 106 at 6 2; ECF No. 107 at 2; ECF No. 108 at 2. Deaconess Medical Center’s Chief Executive 7 Officer “would have . . . taken any appropriate action following that investigation.” 8 ECF No. 106 at 2. Valley Hospital and Medical Center’s Chief Executive Officer 9 “would have wanted to schedule a meeting with [the Foundation] to discuss [its] 10 concerns in detail and to have an open and honest conversation about what Valley 11 could do to improve.” ECF No. 108 at 2. And, “[b]ased on the results of that 12 investigation, [the Vice President of Revenue Cycle for both hospitals] would have 13 taken appropriate action to respond to the complaint.” ECF No. 107 at 2. 14 Further, CHS argues “[the Foundation]’s delay has prejudiced [its] ability to 15 defend against this lawsuit. Id. Three potential witnesses no longer work for CHS or 16 any related entities. ECF No. 105 at 1. 17 LEGAL STANDARD 18 A party is entitled to summary judgment where the documentary evidence 19 produced by the parties permits only one conclusion. Anderson v. Liberty Lobby, 20 Inc., 477 U.S. 242, 250 (1986). The Court must grant summary judgment if “the ORDER GRANTING PLAINTIFF’S MOTION FOR PARTIAL SUMMARY JUDGMENT ON DEFENSES AND AFFIRMATIVE DEFENSES - 6 1 movant shows that there is no genuine dispute as to any material fact and the movant 2 is entitled to judgment as a matter of law.” Fed. R. Civ. P. 56(a). “A material issue 3 of fact is one that affects the outcome of the litigation and requires a trial to resolve 4 the parties’ differing versions of the truth.” SEC v. Seaboard Corp., 677 F.2d 1301, 5 1306 (9th Cir. 1982). 6 The moving party has the initial burden of showing no reasonable trier of fact 7 could find other than for the moving party. Celotex Corp. v. Catrett, 477 U.S. 317, 8 325 (1986). Once the moving party meets its burden, the nonmoving party must 9 point to specific facts establishing a genuine dispute of material fact for trial. 10 Matsushita Elec. Indus. Co. v. Zenith Radio Corp., 475 U.S. 574, 586–87 (1986). 11 “[A] mere ‘scintilla’ of evidence will be insufficient to defeat a properly 12 supported motion for summary judgment; instead, the nonmoving party must 13 introduce some ‘significant probative evidence tending to support th[at party’s 14 case].’” Fazio v. City & County of San Francisco, 125 F.3d 1328, 1331 (9th Cir. 15 1997) (quoting Anderson, 477 U.S. at 249, 252). If the nonmoving party fails to 16 make such a showing for any of the elements essential to its case as to which it would 17 have the burden of proof at trial, the Court should grant the summary judgment 18 motion. Celotex, 477 U.S. at 322. 19 The Court must view the facts and draw inferences in the manner most 20 favorable to the nonmoving party. Anderson, 477 U.S. at 255; Chaffin v. United ORDER GRANTING PLAINTIFF’S MOTION FOR PARTIAL SUMMARY JUDGMENT ON DEFENSES AND AFFIRMATIVE DEFENSES - 7 1 States, 176 F.3d 1208, 1213 (9th Cir. 1999). And, the Court “must not grant 2 summary judgment based on [its] determination that one set of facts is more 3 believable than another.” Nelson v. City of Davis, 571 F.3d 924, 929 (9th Cir. 2009). 4 DISCUSSION 5 The Foundation seeks partial summary judgment on CHS’s defenses and 6 affirmative defenses, namely laches, waiver, and equitable estoppel, as well as 7 contributory fault and failure to mitigate damages. The Court addresses each in turn. 8 A. Affirmative defense of laches 9 “Laches consists of two elements: (1) inexcusable delay and (2) prejudice to 10 the other party from such delay.” Auto. United Trades Org. v. State, 286 P.3d 377, 11 379 (Wash. 2012) (quoting State ex rel. Citizens Against Tolls v. Murphy, 88 P.3d 12 375, 383 (Wash. 2004)). “Laches is an extraordinary defense . . . .” Glob. 13 Neighborhood v. Respect Wash., 434 P.3d 1024, 1040 (Wash. Ct. App. 2019). 14 “Absent unusual circumstances, the doctrine of laches should not be invoked to bar 15 an action short of the applicable statute of limitation.” Id. “Furthermore, the defense 16 of laches is improperly invoked when both parties are equally at fault in creating the 17 delay.” Brost v. L.A.N.D., Inc., 680 P.2d 453, 457 (Wash. Ct. App. 1984). 18 “But the main component of the doctrine is not so much the period of delay 19 in bringing the action, but the resulting prejudice and damage to others.” Clark Cty. 20 Pub. Util. Dist. No. 1 v. Wilkinson, 991 P.2d 1161, 1166 (Wash. 2000). “The burden ORDER GRANTING PLAINTIFF’S MOTION FOR PARTIAL SUMMARY JUDGMENT ON DEFENSES AND AFFIRMATIVE DEFENSES - 8 1 is on the defendant to show whether and to what extent he or she has been prejudiced 2 by the delay.” Id. at 1167. “To constitute laches there must not only be a delay in the 3 assertion of a claim but also some change of condition must have occurred which 4 would make it inequitable to enforce it.” Newport Yacht Basin Ass’n of Condo. 5 Owners v. Supreme Nw., Inc., 277 P.3d 18, 30–31 (Wash. Ct. App. 2012) (quoting 6 Waldrip v. Olympia Oyster Co., 244 P.2d 273, 278 (Wash. 1952)). 7 CHS cannot meet its burden of proof on its affirmative defense of laches. First, 8 the Foundation’s delay in filing this action is not inexcusable. Its claims alleging 9 CHS failed to fulfill its charity care obligations from 2011 to 2017 are within the 10 statute of limitations. Both parties are equally at fault in creating the delay because, 11 while the Foundation did not ascertain how the hospitals’ charity care levels 12 compared to the regional average, CHS also did not present that comparison to the 13 boards of trustees, and the boards of trustees never notified the Foundation of any 14 issues with the hospitals’ charity care levels. On this record, it appears the delay is 15 not inconsistent with the Foundation’s fiduciary duty to enforce CHS’s charity care 16 obligations on behalf of the Spokane community. 17 Second, CHS has suffered no tangible prejudice traceable to the delay. While 18 CHS claims the Foundation’s inaction led it to believe it was in compliance with its 19 charity care obligations, it points to no evidence establishing it actually held that 20 belief, let alone evidence linking that belief to such inaction. At most, CHS can ORDER GRANTING PLAINTIFF’S MOTION FOR PARTIAL SUMMARY JUDGMENT ON DEFENSES AND AFFIRMATIVE DEFENSES - 9 1 establish that, had the Foundation complained about the hospitals’ charity care levels 2 earlier, it would have investigated the complaint and taken “appropriate action,” 3 depending on the results of such investigation. Notably absent from CHS’s evidence 4 is any indication that it would have actually provided more charity care to the 5 Spokane community. Additionally, losing witnesses is a common occurrence that 6 the statute of limitations already contemplates in establishing standard legislative 7 limits on the right to maintain an action. Even so, CHS presents no evidence of how 8 the witnesses it lost might have aided its defense. For all these reasons, CHS has 9 failed to show a change of conditions rendering it inequitable to enforce its charity 10 care obligations. 11 Overall, the circumstances of this case are not unusual, even though the 12 available equitable remedy would be. Thus, the statute of limitations, not laches, 13 marks the appropriate limitations period. Accordingly, CHS’s affirmative defense of 14 laches fails as a matter of law. 15 B. Affirmative defense of waiver 16 “A waiver is the intentional and voluntary relinquishment of a known right, 17 or such conduct as warrants an inference of the relinquishment of such right.” 18 Schroeder v. Excelsior Mgmt. Grp., LLC, 297 P.3d 677, 683 (Wash. 2013) (quoting 19 Bowman v. Webster, 269 P.2d 960, 961 (Wash. 1954)). “To constitute implied 20 waiver, there must exist unequivocal acts or conduct evidencing an intent to waive; ORDER GRANTING PLAINTIFF’S MOTION FOR PARTIAL SUMMARY JUDGMENT ON DEFENSES AND AFFIRMATIVE DEFENSES - 10 1 waiver will not be inferred from doubtful or ambiguous factors. The intention to 2 relinquish the right or advantage must be proved, and the burden is on the party 3 claiming waiver.” 224 Westlake, LLC v. Engstrom Props., LLC, 281 P.3d 693, 702 4 (Wash. Ct. App. 2012) (quoting Jones v. Best, 950 P.2d 1, 6 (Wash. 1998)). “Where 5 there is ‘no evidence whatever’ that a party had knowledge of the facts of a violation 6 until after litigation began, there is no waiver.” Id. (quoting Ross v. Harding, 391 7 P.2d 526 (Wash. 1964)). 8 CHS cannot meet its burden of proof on its affirmative defense of waiver. It 9 was not until seven months before the Foundation filed this action that it learned 10 how the hospitals’ charity care levels compared to the regional average. There is no 11 evidence whatever that the Foundation acquired such knowledge sooner. Upon 12 acquiring such knowledge, the Foundation soon engaged legal counsel, obtained 13 expert analysis of the hospitals’ charity care levels, and completed all steps 14 preceding its filing of this action. 15 The Foundation’s acts and conduct do not unequivocally evidence an intent 16 to waive its claims alleging CHS failed to fulfill its charity care obligations from 17 2011 to 2017. While the Foundation may have forfeited any earlier claims outside 18 the statute of limitations, the contract provides that waiving one breach or violation 19 does not waive any subsequent breach or violation of the same character. Therefore, 20 as to the Foundation’s claims within the statute of limitations, CHS has shown ORDER GRANTING PLAINTIFF’S MOTION FOR PARTIAL SUMMARY JUDGMENT ON DEFENSES AND AFFIRMATIVE DEFENSES - 11 1 neither an intentional and voluntary relinquishment of a known right, nor conduct 2 warranting an inference of the relinquishment of such right. Accordingly, CHS’s 3 affirmative defense of waiver fails as a matter of law. 4 C. Affirmative defense of equitable estoppel 5 “The elements of equitable estoppel are: (1) a party’s admission, statement or 6 act inconsistent with its later claim; (2) action by another party in reliance on the 7 first party’s act, statement or admission; and (3) injury that would result to the 8 relying party from allowing the first party to contradict or repudiate the prior act, 9 statement or admission.” In re Estate of Hambleton, 335 P.3d 398, 414 (Wash. 2014) 10 (quoting Kramarevcky v. Dep’t of Soc. & Health Servs., 863 P.2d 535, 538 (Wash. 11 1993)). “Equitable estoppel is not favored, and the party asserting estoppel must 12 prove each of its elements by clear, cogent, and convincing evidence.” Robinson v. 13 City of Seattle, 830 P.2d 318, 345 (Wash. 1992). 14 “[I]t is an essential element of an equitable estoppel claim that the party 15 asserting estoppel show that the other’s conduct induced him to believe in the 16 existence of the state of facts and to act thereon to his prejudice.” Sorenson v. Pyeatt, 17 146 P.3d 1172, 1180 (Wash. 2006). “In order to create an estoppel, it is necessary 18 that the party claiming to have been influenced by the conduct or declarations of 19 another was either destitute of knowledge of the true facts or without means of 20 acquiring such facts.” Pub. Util. Dist. No. 1 of Lewis Cty. v. Wash. Pub. Power ORDER GRANTING PLAINTIFF’S MOTION FOR PARTIAL SUMMARY JUDGMENT ON DEFENSES AND AFFIRMATIVE DEFENSES - 12 1 Supply Sys., 705 P.2d 1195, 1205 (Wash. 1985). “[M]ere silence or acquiescence 2 will not operate to work an estoppel where the other party has constructive notice of 3 public records which disclose the true facts.” Newport Yacht, 277 P.3d at 32 (quoting 4 Waldrip, 244 P.2d at 277). “Where the parties have equal means of knowledge there 5 can be no estoppel in favor of either.” Id. (quoting Waldrip, 244 P.2d at 278). 6 “[W]here the representations allegedly relied upon are matters of law, rather than 7 fact, equitable estoppel will not be applied.” Lauer v. Pierce County, 267 P.3d 988, 8 994 (Wash. 2011) (quoting Dep’t of Ecology v. Theodoratus, 957 P.2d 1241, 1249 9 (Wash. 1998)). 10 CHS cannot meet its burden of proof on its affirmative defense of equitable 11 estoppel. CHS was neither destitute of knowledge regarding the true facts nor 12 lacking means of discovering them. On the contrary, CHS admits it looked at the 13 regional average. With that information, CHS could readily compare the hospitals’ 14 charity care levels to the regional average. Thus, CHS had (at least) constructive 15 notice of public records disclosing the true facts—the same records it faults the 16 Foundation for failing to check. 17 While CHS argues it took the Foundation’s silence as an indication that it was 18 in compliance with its charity care obligations, it could not reasonably rely upon 19 such silence for the proposition it claims. First, as explained above, CHS’s means of 20 discovering the true facts were (at least) equal to the Foundation’s. Second, whether ORDER GRANTING PLAINTIFF’S MOTION FOR PARTIAL SUMMARY JUDGMENT ON DEFENSES AND AFFIRMATIVE DEFENSES - 13 1 a given set of facts complies with a debatable set of contractual or legal requirements 2 is a matter of law, rather than fact. Thus, CHS has failed to show the Foundation 3 induced it to believe in the existence of a state of facts and to act thereon to its 4 prejudice. Accordingly, CHS’s affirmative defense of equitable estoppel fails as a 5 matter of law. 6 D. Defenses of contributory fault and failure to mitigate damages 7 The Foundation argues the contributory-fault defense does not apply in this 8 breach-of-contract case. See ECF No. 99 at 16. CHS does not respond to this 9 argument. See ECF No. 135 at 21. The Court agrees with the Foundation and 10 dismisses CHS’s defense of contributory fault. 11 The Foundation also argues the failure-to-mitigate-damages defense is infirm 12 as applied here. See ECF No. 99 at 15–16. CHS concedes this defense “is not 13 squarely applicable,” given the Court’s prior ruling that, if the Foundation were to 14 prevail at trial, it may not recover under a traditional damages theory but may obtain 15 equitable monetary relief. ECF No. 135 at 21. Nevertheless, CHS argues the 16 Foundation’s “inaction,” “delay,” and “failure to monitor” should inform the Court’s 17 analysis in fashioning an equitable remedy, if any. Id. The Court agrees with CHS 18 and grants it leave to develop something analogous to the failure-to-mitigate- 19 damages defense. However, because it does not technically apply here, the Court 20 dismisses CHS’s defense of failure to mitigate damages. ORDER GRANTING PLAINTIFF’S MOTION FOR PARTIAL SUMMARY JUDGMENT ON DEFENSES AND AFFIRMATIVE DEFENSES - 14 1 Viewing all evidence and drawing all reasonable inferences in the manner 2 most favorable to CHS, no reasonable trier of fact could find in its favor on its 3 defenses and affirmative defenses. On the contrary, a reasonable trier of fact could 4 only find that CHS lacks evidence required to prove all elements of laches, waiver, 5 and equitable estoppel, as well as contributory fault and failure to mitigate damages. 6 Therefore, the Foundation has met its initial burden in support of partial summary 7 judgment. By contrast, CHS has failed to point to specific facts establishing a 8 genuine dispute of material fact for trial on its defenses and affirmative defenses. 9 CHS has failed to introduce the significant probative evidence required to defeat 10 partial summary judgment. And, to the extent CHS has identified genuine factual 11 disputes, they are not material because they do not alter the outcome of its defenses 12 and affirmative defenses. 13 In sum, no genuine dispute exists as to any material fact and, as a matter of 14 law, the Foundation is entitled to the ruling it seeks. Because the Court grants the 15 motion, it does not reach the parties’ remaining arguments. 16 Accordingly, IT IS HEREBY ORDERED: 17 1. Plaintiff Empire Health Foundation’s Motion for Partial Summary 18 Judgment Dismissing CHS’s Affirmative Defenses, ECF No. 99, is 19 GRANTED. 20 2. Defendants CHS/Community Health Systems Inc., Spokane ORDER GRANTING PLAINTIFF’S MOTION FOR PARTIAL SUMMARY JUDGMENT ON DEFENSES AND AFFIRMATIVE DEFENSES - 15 1 Washington Hospital Company LLC, and Spokane Valley Washington 2 Hospital Company LLC’s to-be-adjudicated defenses and affirmative 3 defenses are dismissed as follows: 4 A. Defendants’ affirmative defense of laches, ECF No. 38 at 11 5 ¶ 10; ECF No. 87 at 3 ¶ 8, is DISMISSED WITH 6 PREJUDICE. B. 7 Defendants’ affirmative defense of waiver, ECF No. 38 at 11 8 ¶ 8; ECF No. 87 at 2 ¶ 6, is DISMISSED WITH 9 PREJUDICE. C. 10 Defendants’ affirmative defense of equitable estoppel, ECF No. 11 38 at 11 ¶ 9; ECF No. 87 at 2–3 ¶ 7, is DISMISSED WITH 12 PREJUDICE. D. 13 Defendants’ defenses of contributory fault and failure to 14 mitigate damages, ECF No. 38 at 10–11 ¶¶ 6–7; ECF No. 87 15 at 2 ¶¶ 4–5, are DISMISSED WITH PREJUDICE. However, 16 Defendants may elicit evidence of what they describe as 17 Plaintiff’s “inaction,” “delay,” and “failure to monitor,” ECF 18 No. 135 at 21, and the Court will evaluate such evidence in 19 fashioning an equitable remedy, if any. 20 3. Defendants’ Motion for Summary Judgment Based on Laches, ECF ORDER GRANTING PLAINTIFF’S MOTION FOR PARTIAL SUMMARY JUDGMENT ON DEFENSES AND AFFIRMATIVE DEFENSES - 16 1 2 3 4 No. 104, is DENIED AS MOOT. IT IS SO ORDERED. The Clerk’s Office is directed to enter this Order and provide copies to all counsel. DATED this 9th day of July 2019. 5 6 SALVADOR MENDOZA, JR. United States District Judge 7 8 9 10 11 12 13 14 15 16 17 18 19 20 ORDER GRANTING PLAINTIFF’S MOTION FOR PARTIAL SUMMARY JUDGMENT ON DEFENSES AND AFFIRMATIVE DEFENSES - 17
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