TEAM HEALTH HOLDINGS, INC. v. LIZETTE C. CACERES ( 2023 )


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  •        Third District Court of Appeal
    State of Florida
    Opinion filed March 1, 2023.
    Not final until disposition of timely filed motion for rehearing.
    ________________
    No. 3D21-1759
    Lower Tribunal No. 11-29169
    ________________
    Team Health Holdings, Inc.,
    Appellant,
    vs.
    Lizette C. Caceres, et al.,
    Appellees.
    An Appeal from a non-final order from the Circuit Court for Miami-Dade
    County, David C. Miller, Judge.
    Nelson Mullins Broad and Cassel, and Linda Spaulding White and
    Peter R. Goldman (Fort Lauderdale), for appellant.
    Wasson & Associates, Chartered, and Roy D. Wasson; John B.
    Ostrow, P.A., and John B. Ostrow, for appellees.
    Before FERNANDEZ, C.J., and EMAS and MILLER, JJ.
    EMAS, J.
    INTRODUCTION
    Team Health Holdings (“THH”)—a Delaware corporation with its
    principal place of business in Tennessee—appeals the trial court’s order
    denying its motion to dismiss for lack of personal jurisdiction. Because the
    plaintiffs failed to satisfy the requirements for general jurisdiction under
    Florida law, we reverse and remand with directions to enter an order of
    dismissal as to THH.
    FACTUAL AND PROCEDURAL BACKGROUND
    The instant lawsuit arose out of medical treatment provided to Lizette
    Caceres at Baptist Hospital in April 2010. Caceres alleges that, during her
    hospital admission, she suffered a hemorrhagic stroke which resulted in
    permanent injuries. In 2011, Caceres and her family (“Plaintiffs”) filed a
    medical negligence suit against several physicians and entities, including
    IPC Healthcare (IPC) and InPatient Consultants of Florida, Inc. (IPC Florida).
    Seven years later, in 2018, Plaintiffs added Team Health Holdings (“THH”)
    as a defendant under a theory of corporate successor liability.
    In 2015, three years before it was added as a defendant to the action,
    THH acquired IPC Healthcare, Inc. (IPC). The central question presented
    by this appeal is whether the trial court erred in finding general jurisdiction
    over THH premised on the determination that THH assumed and exercised
    2
    operational control over its subsidiary, IPC Healthcare, Inc. We find that it
    did.
    By way of additional background, in 2017 (two years after THH
    acquired IPC and one year before Caceres added THH to her malpractice
    lawsuit), THH entered into a Corporate Integrity Agreement with the
    Inspector General of the U.S. Department of Health and Human Services
    due to IPC’s prior violations of the federal False Claims Act, i.e., billing
    Medicare and Medicaid for more expensive levels of medical service than
    were actually provided (“upcoding”). The violations were alleged to have
    been committed by IPC Healthcare sometime before 2009.
    To resolve the matter with the federal government, THH entered into a
    settlement agreement by which THH agreed to pay $60 million. The
    Corporate Integrity Agreement, and IPC’s prior violations, are wholly
    unrelated to the facts involved in Plaintiff’s medical malpractice lawsuit.
    The Prior Appeal (Caceres I)
    In 2019, THH moved to dismiss the lawsuit on several grounds,
    including lack of personal jurisdiction. Attached to its motion was both an
    initial and a supplemental affidavit from John Stair, THH’s Chief Operations
    Counsel and Assistant Secretary. The Stair affidavits contested personal
    jurisdiction based on Stair's personal knowledge as a THH executive and his
    3
    review of THH's books and records. In response, Plaintiffs maintained that
    any knowledge gained by Stair was the result of reviewing books and records
    and was inadmissible hearsay. The Plaintiffs did not submit a counter
    affidavit or other sworn proof to rebut the factual averments in the Stair
    affidavits.
    Following a non-evidentiary hearing, the trial court agreed with
    Plaintiffs and denied THH’s motion on the basis that the Stair affidavits were
    legally insufficient. THH appealed in Team Health Holdings, Inc. v. Caceres,
    
    320 So. 3d 232
     (Fla. 3d DCA 2021) (Caceres I). This court reversed the order
    denying THH’s motion to dismiss, holding that the Stair affidavits were legally
    sufficient and, as a result, the burden returned to Plaintiffs “to prove by sworn
    proof of their own ‘the basis upon which jurisdiction may be obtained.’” 
    Id.
    (quoting Venetian Salami Co. v. Parthenais, 
    554 So. 2d 499
    , 502 (Fla.1989)).
    If such sworn proof could be “harmonized” with the Stair affidavits, the trial
    court, on remand, would “make a decision based on undisputed facts.” If the
    affidavits were in conflict, however, the trial court would hold an evidentiary
    hearing to determine the jurisdictional issue. 
    Id.
    Proceedings on Remand and the Instant Appeal
    Following remand, the trial court scheduled a non-evidentiary hearing.
    Once again, the Stair affidavits—which this court in Caceres I found were
    4
    legally sufficient to contest the jurisdictional allegations in the complaint—
    were before the court. Caceres I, 320 So. 3d at 235 (” “[I]t is undisputed THH
    submitted sworn proof contesting the jurisdictional allegations in the
    operative complaint. At this point, the allegations in the affidavit, or other
    sworn proof, are to be taken as true.”)
    The Stair affidavits averred, in relevant part:
    ● THH is a Delaware company with its principal place of business in
    Tennessee;
    ● THH has no employees in Florida;
    ● While its subsidiaries do business in Florida, THH does not;
    ● THH never assumed responsibility for IPC’s operations, claims,
    obligations, liabilities, debts or duties;
    ● THH and IPC—both before and after the 2015 merger—were and
    are separate, active corporations;
    ● IPC was never “integrated” into THH, and never became or was
    treated as an internal division of THH;
    ● Since the 2015 merger, IPC “possessed complete operational
    control over its basic, day-to-day operations and internal affairs.”
    ● The TEAMHealth brand and logo is associated with numerous
    subsidiaries and affiliates throughout the country and “denotes nothing
    more than a particular entity’s affiliated relationship with the
    TEAMHealth organization.”
    Plaintiffs did not file any affidavits or other sworn proof to counter,
    contest or rebut the averments in the Stair affidavits. Instead, Plaintiffs relied
    5
    upon the following documents in support of its position that THH was
    engaged in substantial and not isolated activity in the State and therefore
    satisfied the general jurisdiction requirements of section 48.193(2), Florida
    Statutes (2010):
    ● The Corporate Integrity Agreement between THH and the federal
    government, entered into in 2017, nearly seven years after the alleged
    acts giving rise to Plaintiffs’ lawsuit.
    ● Printouts from the SEC and THH websites (e.g., webpage printouts
    of press releases, the company handbook, the TEAMHealth
    Compliance Program 1), and an affidavit from Kevin Mulligan (a
    computer engineer) attesting to the authenticity of the website
    materials.
    Plaintiffs maintained that, even though THH was a Delaware
    corporation with its principal place of business in Tennessee, it exercised
    operational control of its Florida subsidiary IPC, that IPC’s substantial and
    not isolated activity within Florida was as an agent of its principal THH, and,
    pursuant to this agency theory, THH was subject to the jurisdiction of Florida
    courts under the general jurisdiction provisions of section 48.193. 2 To
    1
    For instance, webpage printouts pertaining to the TEAMHealth Compliance
    Program defined the term “TeamHealth” to include “TeamHealth, Inc., and
    all of its related entities, companies, affiliates and subsidiaries.”
    2
    In the trial court, Plaintiffs argued only general jurisdiction as its purported
    basis for personal jurisdiction of THH. At no time did Plaintiffs contend that
    specific jurisdiction, pursuant to section 48.193(1)(a), Fla. Stat. (2010),
    provided a basis to exercise personal jurisdiction over THH. We decline
    Plaintiffs’ implicit suggestion (raised by its answer brief) that this court should
    address the merits of this issue for the first time on appeal. See Wadley v.
    6
    support its position, Plaintiffs relied on provisions in the Corporate Integrity
    Agreement between THH and the federal government, including Article III.,
    section E., which provides in relevant part:
    TeamHealth shall develop and implement a centralized annual
    risk assessment and internal review process to identify and
    address risks associated with TeamHealth’s HMD Operations’
    participation in the Federal health care programs. The risk
    assessment and internal review process shall require the HMD
    Compliance Committee together with other compliance, legal,
    and department leaders, at least annually to [] identify and
    prioritize risks associated with HMD Operations, [] develop
    internal audit work plans related to the identified risk areas . . ., []
    implement the internal audit work plans . . . .
    At the conclusion of the non-evidentiary hearing, the trial court found
    that the documents submitted by Plaintiffs showed THH had operational
    control over its subsidiary, IPC, and that the subsidiary was in effect acting
    as the agent of the parent thus satisfying general jurisdiction requirements
    and subjecting THH to the court’s jurisdiction. The trial court’s written order
    adopted the findings of fact and conclusions of law made at the hearing, and
    Nazelli, 
    223 So. 3d 1118
    , 1123 (Fla. 3d DCA 2017) (“Because the plaintiffs
    failed to preserve their objection to the dismissal of their complaint with
    prejudice; request leave to amend their complaint to state a cause of action
    for fraudulent inducement; or otherwise attempt to argue that the tortious act
    they were relying on to establish specific jurisdiction over Nazelli was
    fraudulent inducement, we find no error with the trial court's determination
    that the plaintiffs failed to allege sufficient jurisdictional facts to bring the
    plaintiffs' actions within the ambit of Florida's long-arm statute, section
    48.193(1)(a) 2.”)
    7
    again concluded that Plaintiffs satisfied their burden to establish personal
    jurisdiction over THH under section 48.193, Florida Statutes (2021), and to
    establish sufficient “minimum contacts” with Florida to satisfy constitutional
    due process safeguards. This appeal followed.
    STANDARD OF REVIEW
    “A trial court's ruling on a motion to dismiss for lack of personal
    jurisdiction is reviewed de novo.” Caceres, 320 So. 3d at 234 (citing Castillo
    v. Concepto Uno of Miami, Inc., 
    193 So. 3d 57
    , 59 (Fla. 3d DCA 2016)).
    ANALYSIS AND DISCUSSION
    On appeal, THH contends that, because the Corporate Integrity
    Agreement can be harmonized with the Stair affidavits, that Agreement
    cannot establish general jurisdiction over THH—i.e., it fails to show that THH
    engaged in “continuous and systematic” conduct so as to render it “at home”
    in Florida or that it had sufficient “minimum contacts” in Florida. We agree.3
    3
    THH also contends that the Corporate Integrity Agreement does not
    constitute the requisite “sworn proof” to rebut THH’s affidavit. While we are
    unpersuaded by THH’s argument that sworn proof is the only type of proof
    that can satisfy this burden, we need not reach this question because, even
    if Plaintiffs were permitted to rely upon the contents of the Corporate Integrity
    Agreement in their effort to meet their evidentiary burden, the contents of
    that Agreement fail to refute the sworn proof submitted by THH.
    8
    At the outset, we note (as we did in Caceres I) that the Stair affidavits
    shifted the burden to Plaintiffs to prove “the basis upon which jurisdiction
    may be obtained.” Id. at 235.
    The Florida Supreme Court has set forth a two-step process for
    determining whether personal jurisdiction exists over a foreign corporation.
    The trial court must determine whether:
    (1) there exist sufficient jurisdictional facts to bring the action
    within the purview of Florida's long-arm statute, section
    48.193, Florida Statutes; and (2) whether the foreign
    corporation possesses sufficient minimum contacts with
    Florida to satisfy federal constitutional due process
    requirements.
    Highland Stucco and Lime Prods., Inc., 
    259 So. 3d 944
    , 948 (Fla. 3d DCA
    2018) (citing Venetian Salami Co. v. Parthenais, 
    544 So. 3d 499
    , 501-02
    (Fla. 1989)).
    The first jurisdictional prong is of statutory dimension and is satisfied
    by establishing either general jurisdiction or specific jurisdiction:
    General jurisdiction is established where the defendant has
    engaged in substantial and not isolated activity within the state.
    In other words, the defendant's affiliations with the state are so
    continuous and systemic as to render it essentially at home in
    the forum state. Specific jurisdiction, on the other hand, is
    established by pleading specific facts that demonstrate that the
    defendant's conduct fits within one or more subsections of
    section 48.193.
    9
    
    Id.
     (citations and quotations omitted) (emphasis added). 4
    As applied in the context of foreign corporations and their Florida
    subsidiaries, we begin with this established principle:
    It is well-settled that the mere presence of a subsidiary in Florida,
    without more, does not subject a non-Florida corporate parent to
    long-arm jurisdiction. See, e.g., Walt Disney Co. v. Nelson, 
    677 So. 2d 400
    , 403 (Fla. 5th DCA 1996); Qualley v. International Air
    Service Co., 
    595 So. 2d 194
    , 196 (Fla. 3d DCA 1992), review
    dismissed, 
    605 So. 2d 1265
     (Fla.1992). However, when a parent
    exercises sufficient control over a subsidiary, that control
    establishes an agency and supports jurisdiction. E.g., State v.
    American Tobacco Co., 
    707 So. 2d 851
    , 854-55 (Fla. 4th DCA
    1998); see also Bell Atlantic Corp. v. Associated Data
    Consultants, Inc., 
    714 So. 2d 523
     (Fla. 4th DCA 1998). The
    amount of control exercised by the parent must be high and very
    significant. American Tobacco, 
    707 So. 2d at 851
     (Fla. 4th DCA
    1998).
    Gadea v. Star Cruises, Ltd., 
    949 So. 2d 1143
    , 1146-47 (Fla. 3d DCA 2007).
    To meet this high bar, a plaintiff must show “operational control of the
    subsidiary by the parent” and control of the subsidiary’s “daily basic
    operation.” 
    Id.
     (citing Kramer Motors, Inc. v. British Leyland, Ltd., 
    628 F. 2d 1175
     (9th Cir. 1980) and Gen. Cigar Holdings, Inc. v. Altadis, S.A., 
    205 F.Supp.2d 1335
     (S.D. Fla.), aff’d 
    54 Fed. Appx. 492
     (11th Cir. 2002)).
    4
    The second jurisdictional prong is of constitutional dimension and “is
    controlled by United States Supreme Court precedent interpreting the Due
    Process Clause and imposes a more restrictive requirement.” Highland, 259
    So. 3d at 950. Because Plaintiffs cannot satisfy the first prong, it is
    unnecessary for us to address the second prong.
    10
    Indeed, “the parent corporation . . . must exercise control to the extent
    the subsidiary ‘manifests no separate corporate interests of its own and
    functions solely to achieve the purposes of the dominant corporation.’” Enic,
    PLC v. F.F. S. & Co., 
    870 So. 2d 888
    , 891 (Fla. 5th DCA 2004) (quotation
    omitted). In Enic, our sister court held that the parent corporation did not
    have operational control over its subsidiary for personal jurisdiction purposes
    because, although the subsidiary reported to its parent and the parent
    company approved a contract negotiated by the subsidiary, the parent “was
    not directly involved in the day-to-day operation” of the subsidiary, and the
    subsidiary's presence in Florida was primarily for the purpose of carrying on
    its own business rather than the business of its parent. 
    Id.
     Compare John
    Scott, Inc. v. Munford, Inc., 
    670 F. Supp. 344
     (S.D. Fla. 1987) (finding that
    personal jurisdiction existed under Florida’s long-arm statute in light of prima
    facie evidence of agency relationship between a manufacturer and Florida
    furniture seller—the Florida company owned substantial stock of the foreign
    company; the foreign company received financing from the Florida company;
    and employees of the foreign company were paid by the Florida company).
    See also Lee-Bolton v. Koppers Inc., No. 1:10CV253/MCR/GRJ, 
    2013 WL 11522040
    , at *5 (N.D. Fla. Sept. 9, 2013) (“The fact that a holding company
    discusses profits, losses, and operations as joint operations with its
    11
    subsidiary in press releases, web sites, SEC filings or financial reports for
    the plain understanding of its shareholders, giving the appearance that the
    companies are intertwined, does not alter their legal relationship or
    demonstrate sufficient operational control to justify personal jurisdiction
    under an agency theory.”) (emphasis added).
    The contents of the Corporate Integrity Agreement fail to support
    Plaintiffs’ contention that THH exercised the requisite operational control
    over IPC to overcome (or even rebut) the Stair affidavits and support the
    exercise of personal jurisdiction over THH. For instance, the relevant portion
    of the Corporate Integrity Agreement provides that “TeamHealth” would (i)
    “develop” and “implement” an internal review process “to identify and
    address risks associated with TeamHealth’s HMD Operations’ participation
    in the Federal health care programs,” and (ii) that such process required “the
    HMD Compliance Committee together with other compliance, legal, and
    department leaders, at least annually to [] identify and prioritize risks
    associated with HMD Operations, [] develop internal audit work plans related
    to the identified risk areas . . ., [] implement the internal audit work plans . . .
    .”
    The trial court homed in on the use of the entity “TeamHealth”,
    concluding that this was a reference to THH’s board of directors. However,
    12
    there was no sworn proof provided by Plaintiffs to support this conclusion; in
    fact, the only sworn proof on the subject is to the contrary, as set forth in the
    Stair affidavit, which averred:
    References to Team Health, TeamHealth or TEAMHealth are
    references to a registered, trade-marked name that is the brand
    name and logo associated with the numerous operating
    subsidiaries and medical groups throughout the country affiliated
    with the TeamHealth brand and the TeamHealth organization.
    They are not references to a particular entity, such as Team
    Finance, THI or THH. The use of the TEAMHealth brand and
    logo denotes nothing more than a particular entity’s affiliated
    relationship with the TEAMHealth organization. AmeriTEAM
    Services, LLC owns and administers the TEAMHealth website.
    (Emphasis added). Similarly, the first page of the Corporate Integrity
    Agreement clarifies that both THH and its “subsidiaries or affiliates listed in
    Exhibit A (collectively ‘TeamHealth’)” were the parties to the Agreement.
    And Plaintiffs submitted no evidence (only its own “interpretation” of the
    Agreement) to suggest that the reference to “TeamHealth” was necessarily
    THH.
    To establish that THH had operational control over its subsidiaries,
    Plaintiffs argued that the Corporate Integrity Agreement shows THH:
    ● Assumed responsibility for implementing and ensuring compliance
    with rules and regulations for federal and state Medicare/Medicaid
    programs for all 29 subsidiaries including those in Florida.
    ● Had to exert control over any operations concerning reporting and
    billing all claims.
    13
    But even if we accept Plaintiff’s characterization of the Agreement’s
    terms, these provisions fail to carry the day, as they concern the very narrow
    aspect of THH’s obligations to federal and state Medicare and Medicaid
    programs, and do not establish THH’s control of its subsidiaries’ day-to-day
    affairs or its overall operations.
    Stated differently, the 29 subsidiaries of THH are health care providers,
    and the underlying lawsuit is a medical negligence case—not one pertaining
    to Medicare/Medicaid fraud and/or medical billing.       Even assuming (as
    Plaintiffs contend) that THH was somehow acting as an agent for IPC in
    enforcing its subsidiaries’ compliance with federal and state Medicare and
    Medicaid programs, this falls far short of demonstrating that THH controls
    IPC’s day-to-day operations or controls IPC to the extent that the subsidiary
    “manifests no separate corporate interests of its own and functions solely to
    achieve the purposes of the dominant corporation.” Enic, 
    870 So. 2d at 891
    .
    See also Banco Cont’l, S.A. v. Transcom Bank (Barbados), Ltd., 
    922 So. 2d 395
     (Fla. 3d DCA 2006).
    The Stair affidavits and the Corporate Integrity Agreement and other
    proof offered by Plaintiffs can be harmonized, leading inescapably to the
    conclusion that the trial court lacked personal jurisdiction over THH.
    14
    Plaintiffs failed to establish the very high level of control over IPC by THH to
    subject THH to general jurisdiction under section 48.193(2).
    CONCLUSION
    Because the affidavits presented by THH to contest the jurisdictional
    allegations can be harmonized with the proof offered in response by
    Plaintiffs, and because those harmonized facts fail to establish general
    jurisdiction under section 48.193, we reverse the order denying THH’s
    motion to dismiss and remand for the trial court to enter an order of dismissal
    as to THH.
    Reversed and remanded with directions.
    15