United States District Court, N.D. Alabama, Middle Division
OWEN BOWDRE, CHIEF UNITED STATES DISTRICT JUDGE
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).
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).
court largely relies on Mr. Fordham's affidavits for the
following statement of facts, but notes where Ms. Bidner
disputes Mr. Fordham's assertions.
2008 to 2014,  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
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.
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.
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.
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.
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.
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.