The Midwest City Memorial Hospital Authority took legal action against Community Health Systems Tuesday, Feb. 4 when they filed three legal documents in Oklahoma County District Court.
In 98 pages, the Authority filed a motion for a temporary injunction and an application for temporary restraining order and request for an expedited hearing in the matter regarding the lease of Midwest Regional Medical Center. They also filed a petition outlining what transpired for them to take legal action.
In the petition, the Authority went into detail explaining correspondences starting in November 2013 with Health Management Associates and Community Health Systems attorneys.
HMA was the lessee of Midwest Regional until Jan. 27 when CHS took over after the two companies merged.
The petition states that on Nov. 13 the Authority wrote a letter reminding HMA of the Authority's option to terminate the lease if the proposed merger occurred. The letter also stated that HMA was required to give notice to the authority of their “First Refusal Price” determination.
In HMA’s response, they wrote that in their opinion, the hospital's “First Refusal Price” was in excess of $100 million. This included the years remaining in the lease term with the Authority and the fair market value of the hospital’s operations.
The two parties exchanged many more emails and on Jan. 29, a CHS attorney asked the Authority if CHS could operate the hospital for one year. If the Authority was not satisfied, the Authority could execute its “First Refusal” option at that time, the petition stated.
On the same day, the Authority instead chose to enter into a confidentiality agreement with Mercy. This would allow Mercy to act as the Authority’s agent and representative in the hospital facility’ “due diligence review,” the petition stated.
CHS did not offer any response to this move by the Authority.
At the same time, the Authority also had been in contact with Midwest Regional Medical Center asking for permission to conduct a walk-through of the hospital. At first, MRMC agreed but then cancelled the visit because no inspection was to be scheduled without approval of CHS’s local counsel, the petition stated.
Even more correspondences played out leading up to the week of Feb. 3.
On Feb. 4, when the Authority made its District Court filings, they had been communicating back and forth with a CHS attorney about the release of the hospital’s information. The attorney said the Authority would be given access via a virtual data room, but advised the process would take time.
Not satisfied, the Authority decided to pursue a temporary restraining order. This would prevent them from suffering “irreparable harm that is incapable of being fully compensated” if they found themselves in a breach of contract because of time delays.
The Authority released the following statement regarding their legal action:
“As a result of certain actions by Health Management Associates, Midwest Regional Medical Center, and Community Health Systems, Inc. that could have a significant impact on Midwest City, Memorial Hospital Authority and its decision whether to exercise its right of first refusal under the terms of the lease among MRMC, HMA and MHA, MHA has filed a Motion for a Temporary Injunction and Request for Expedited Hearing, an Application for Temporary Restraining Order and Petition.”
CHS issued their own statement: “We are aware of the motion that has been filed. The hospital’s attorneys are reviewing it and they plan to respond through the judicial process. While these matters are being resolved, we are completely committed to supporting the hospital and its physicians and employees in their work to provide high-quality care for their patients.