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Bidner v. Community Health Systems, Inc.

United States District Court, N.D. Alabama, Middle Division

January 23, 2017

LEAH BIDNER, Plaintiff,
v.
COMMUNITY HEALTH SYSTEMS, INC., et al., Defendants.

          MEMORANDUM OPINION

          KARON OWEN BOWDRE, CHIEF UNITED STATES DISTRICT JUDGE

         This case centers on Plaintiff's allegations that in the course of her employment at Trinity Medical Center she was sexually harassed, discriminated against, and otherwise harmed in violation of Title VII of the Civil Rights Act of 1964 and Alabama law. Ms. Bidner originally named as Defendants Community Health Systems, Inc. (CHSI) and CHS Health Services, LLC, later dismissing CHS Health Services, LLC and adding Affinity Hospital, LLC. See (docs. 6-9). CHSI asserts, pursuant to Rule 12(b)(2), that it does not belong in this suit, and this matter is before the court on CHSI's “Motion to Dismiss for Lack of Personal Jurisdiction.” (Doc. 12). Plaintiff filed a Response, (doc. 18), and CHSI filed a Reply. (Doc. 21).

         CHSI challenges this court's personal jurisdiction over it primarily via the affidavits of Ben Fordham. (Doc. 12-1, Doc. 21-1). CHSI also submits several opinions where courts have found that they lacked personal jurisdiction over CHSI. (Docs. 12-2 through 12-8, Docs. 21-11 through 21-14, Docs. 21-16 through 21-17, Doc. 23). In support of her position that the court has jurisdiction over CHSI, Ms. Bidner presents CHSI's 2015 10-K form and a page from the www.chs.net website listing CHSI's subsidiary hospitals in Alabama. (Docs. 18-1 and 18-2). CHSI additionally submits the “Legal Information” page from the chs.net website (doc. 21-2) and a Certificate of Need filed by Affinity Hospital. (Docs. 21-3 through 21-10).

         I. Factual Background

         The court largely relies on Mr. Fordham's affidavits for the following statement of facts, but notes where Ms. Bidner disputes Mr. Fordham's assertions.

         From 2008 to 2014, [1] Mrs. Bidner worked for Affinity Hospital, LLC, which at the time of her employment did business as Trinity Medical Center. In October 2015, Trinity altered its name to Grandview Medical Center and changed its location. For the sake of convenience, the court will refer to the hospital in question as “the Hospital” or “Affinity.”

         Mr. Fordham asserts that CHSI is a publicly-traded Delaware holding company with its principal place of business in Franklin, Tennessee. He explains CHSI's corporate structure as follows: (1) CHSI owns, through subsidiaries, 159 hospitals nationwide; (2) CHSI does not directly own Affinity Hospital, LLC, nor does it directly own Grandview Medical Center nor do business as Grandview Medical Center; (3) CHSI does indirectly own Affinity Hospital, LLC, d/b/a Grandview Medical Center, with seven entities in the ownership chain separating CHSI and Affinity. When Affinity did business as Trinity, six separate entities existed in the ownership chain between CHSI and Affinity. Mr. Fordham avers that CHSI does not operate any of its subsidiary hospitals.

         Specifically, Mr. Fordham asserts that at all relevant times, CHSI did not control the Hospital's day-to-day operations or direct the actions of its directors or executives; did not exercise authority over employment issues at the Hospital or disputes concerning Hospital staff and never required the Hospital to adopt bylaws or any policies and procedures governing employment, including the Hospital's sexual harassment policy. CHSI did not employ Hospital staff or control the number of Hospital staff, never exercised control over the manner in which Hospital employees performed their duties, and never paid Hospital employees. CHSI did not employ Ms. Bidner or her supervisors and was not responsible for any employment decisions regarding Ms. Bidner.

         CHSI did not enter into any partnership, joint venture, or joint enterprise with the Hospital and did not enter into an agreement with the Hospital to share in its operation or to combine money, property or time in the conduct of a business deal. CHSI maintained its own separate accounting records. Patients paid the Hospital and not CHSI, and the Hospital maintained its own banking relationships. CHSI and the Hospital held independent Board meetings and maintained their Board minutes and records separately. The membership of the Boards did not overlap.

         Mr. Fordham further declares that the Hospital was not designated as an agent for CHSI. He states that CHSI has not transacted or registered to do business in Alabama, has not appointed an agent for service of process in Alabama, and has no office, place of business, real property, clients, or employees in Alabama. Mr. Fordham asserts that CHSI has not advertised, marketed, or offered services for sale in Alabama, nor has CHSI consented to jurisdiction in Alabama.

         Ms. Bidner disputes that CHSI is merely a holding company and contends that CHSI does own outright and operate its subsidiary hospitals and maintains corporate and hospital employees. She argues that CHSI previously consented to jurisdiction as a defendant in Alabama courts.

         II. Discussion

         This court adopts much of the following reasoning from its memorandum opinion deciding CHSI's 12(b)(2) motion in In re Community Health Systems, Inc., MDL 2595, No. 15-cv-00222-KOB (Sept. 12, 2016), ECF No. 144.

         A. ...


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