CANTON — St. Dominic Health Systems can prove during a trial that it has a binding contract to buy an outpatient surgery clinic in Canton that was improperly sold to a competitor, attorneys for the hospital system told the state Supreme Court yesterday.
St. Dominic attorney Sheldon Alston told the high court that a Madison County judge acted hastily in ruling that its letter of intent did not obligate Madison Ambulatory Surgery Center to be bought by the hospital.
On April 28, 2008, Alston said St. Dominic and MASC officials signed a letter agreeing to a sale price of $800,000. Although the center was no longer in operation, St. Dominic would obtain the certificate of need for running an outpatient surgery center.
St. Dominic sued when MASC’s owner put it back on the market 57 days after the letter was signed because the sale was not completed within 30 days. The owner decided to sell to Health Management Associates, a St. Dominic competitor.
Alston said that the letter of intent amounted to a contract and that the only way to examine the intent of those who signed that contract is to hold a trial.
“What that means is it takes a trial. You make that decision after you put the parties on the stand and explain exactly what happened,” Alston said.
Ed Blackmon Jr., representing MASC, said the Madison County judge rightly found the letter lacked definite terms to be legally thought of as a contract.
Blackmon said St. Dominic was arguing that officials had an agreement until “sometime in the future when they decided to go one way or the other.” He said the letter of intent guaranteed only that the two companies would continue negotiating later, not a sale.
“They (MASC) thought they were bound by the 30 days. They didn’t know St. Dominic didn’t agree,” he said.