Superior MRI Services, Inc. v. Alliance Healthcare Services, Inc.

Case: 14-60087 Document: 00512938717 Page: 1 Date Filed: 02/18/2015
IN THE UNITED STATES COURT OF APPEALS
FOR THE FIFTH CIRCUIT United States Court of Appeals
Fifth Circuit
FILED
February 18, 2015
No. 14-60087
Lyle W. Cayce
Clerk
SUPERIOR MRI SERVICES, INCORPORATED; SUPERIOR MRI
SERVICES, INCORPORATED, as Successor in Interest of P & L
Contracting, Incorporated,
Plaintiffs – Appellants,
v.
ALLIANCE HEALTHCARE SERVICES, INCORPORATED, formerly known
as Alliance Imaging, Incorporated, doing business as Alliance Imaging;
ALLIANCE IMAGING, INCORPORATED; JOHN DOE, Defendants I
Through X,
Defendants – Appellees.
Appeal from the United States District Court
for the Northern District of Mississippi
Before REAVLEY, JONES, and ELROD, Circuit Judges.
JENNIFER WALKER ELROD, Circuit Judge:
Superior MRI Services, Inc. (Superior), on behalf of itself and as
successor-in-interest to P&L Contracting, Inc. (P&L), sued Alliance
HealthCare Services, Inc. (Alliance), alleging, inter alia, tortious interference
with business relations and tortious interference with contract. Superior’s
claims arise from contractual rights that Superior allegedly acquired from
P&L, its purported predecessor-in-interest. The district court dismissed
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No. 14-60087
Superior’s tortious interference claims, ruling that Superior failed to
establish that it acquired those contractual rights from P&L and that
Superior lacked prudential standing to enforce P&L’s rights. 1 Because we
agree that Superior failed to prove the existence of prudential standing by a
preponderance of the evidence, we affirm.
I.
P&L incorporated in October 2006 and, while it was in operation,
offered mobile MRI services to Mississippi hospitals. On January 19, 2012,
P&L filed a Chapter 7 bankruptcy petition in the U.S. Bankruptcy Court for
the Northern District of Mississippi. In the schedule of assignments
contained in its bankruptcy petition, P&L listed an assignment of “MRI
Service agreements” to Superior with a date of assignment of October 1,
2011. Almost two months after this purported assignment, on November 28,
2011, Superior filed its Articles of Incorporation with the Mississippi
Secretary of State. P&L formally dissolved on November 15, 2012.
Superior’s complaint describes three incidents in which Alliance allegedly
interfered with MRI Service agreements or impaired a prospective business
relationship. Each of these incidents occurred prior to the date on which
Superior filed its articles of incorporation.
II.
We review de novo a district court’s rulings on the issue of standing.
St. Paul Fire & Marine Ins. Co. v. Labuzan, 579 F.3d 533, 538 (5th Cir. 2009).
“A district court’s factual findings, including those on which the court based
its legal conclusions, are reviewed for clear error.” Id.
1 The district court also dismissed Superior’s claims alleging violations of the
Federal Trade Commission Act and Mississippi’s Certificate of Need regulations. Superior
does not appear to challenge the dismissal of those claims and, in any event, we find no
error.
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III.
“Prudential standing requirements exist in addition to the immutable
requirements of Article III as an integral part of judicial self-government.”
St. Paul Fire & Marine Ins. Co. v. Labuzan, 579 F.3d 533, 539 (5th Cir. 2009)
(internal quotation marks omitted). One principle of prudential standing
requires “that a plaintiff generally must assert his own legal rights and
interests, and cannot rest his claim to relief on the legal rights or interests of
third parties.” United States v. Johnson, 632 F.3d 912, 919–20 (5th Cir.
2011) (internal quotation marks omitted).
A motion to dismiss for lack of standing may be either “facial” or
“factual.” Paterson v. Weinberger, 644 F.2d 521, 523 (5th Cir. 1981). An
attack is “factual” rather than “facial” if the defendant “submits affidavits,
testimony, or other evidentiary materials.” Id. To defeat a factual attack, a
plaintiff “must prove the existence of subject-matter jurisdiction by a
preponderance of the evidence” and is “obliged to submit facts through some
evidentiary method to sustain his burden of proof.” Irwin v. Veterans Admin.,
874 F.2d 1092, 1096 (5th Cir. 1989) (internal quotation marks and footnotes
omitted), aff’d sub nom. Irwin v. Dep’t of Veterans Affairs, 498 U.S. 89 (1990).
In the district court, Alliance brought a factual attack on Superior’s
prudential standing, submitting records from the Office of the Mississippi
Secretary of State, the Mississippi State Department of Health, the United
States Bankruptcy Court, and the Department of the Treasury. The district
court reviewed these submissions and other documents in the public record,
and the district court ruled that Superior failed to establish that P&L
assigned its contractual rights to Superior or that Superior ratified any such
assignment. According to the district court, P&L’s bankruptcy filings list an
October 2011 assignment of “MRI service agreements” to Superior, but
Superior did not file its Articles of Incorporation with the Mississippi
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Secretary of State until November 28, 2011. Thus, the district court found
that Superior did not exist as a corporation at the time of the purported
assignment from P&L. See Miss. Code Ann. § 79-4-2.03(a) (“[T]he corporate
existence begins when the articles of incorporation are filed.”). The district
court rejected Superior’s contentions that P&L and Superior “merged” or that
Superior ratified the assignment after incorporation.
On appeal, Superior argues that the assignment was valid and that
Superior ratified the assignment once it “finalized its incorporation process.”
Superior fails to support either assertion. With respect to the assignment,
Superior did not proffer any evidence of an assignment other than the
statement in P&L’s bankruptcy petition that P&L had previously assigned
“MRI Service agreements” to Superior MRI Services. Superior did not
produce any assignment agreement or any document memorializing an
assignment. Even if the statement in the bankruptcy petition sufficed to
prove an assignment of some kind, the vague statement that “MRI Service
agreements” were assigned does not establish that the particular agreements
at issue in this case are among those that were assigned. Moreover, each of
the contracts on which Superior’s claims are predicated contains language
prohibiting any assignment by P&L without the written consent of the
contracting hospitals. Superior submitted no evidence that the contracting
hospitals consented to any assignment.
Even if P&L did attempt to assign its rights to Superior, we find no
clear error in the district court’s finding that the purported assignment took
place before Superior existed as a corporation. 2 Thus, Superior would have
2 Plaintiff points out two misstatements in the district court’s opinion. First, the
district court stated that Superior was not in existence at the time P&L “dissolved.”
Superior was in existence when P&L dissolved, but it was not in existence when P&L
purportedly assigned contracts to it. Second, the district court stated that Superior “has
not put forth any allegations or facts rebutting that they are indeed a successor in interest
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had to ratify the assignment once Superior finalized the incorporation
process. See Pearl Realty Co. v. Wells, 164 Miss. 300, 145 So. 102, 103 (1933)
(“It is permissible for promoters to make contracts which, if ratified by
corporations after they are organized, will bind the corporations.”). Superior
proffered evidence that it had a federal tax identification number and bank
account as early as September 20, 2011, and it claims that it was doing
business as Superior MRI Services before it “finalized its incorporation
process.” However, Superior does not cite any evidence that it ratified the
purported assignment after incorporation. Superior also claims that the
Mississippi State Board of Health “authorized and approved the merger of
[P&L’s] vendor route into [Superior’s],” but Superior offers no authority for
the proposition that the Board of Health’s approval of a vendor route merger
is evidence of a ratified contractual assignment. 3
Superior also argues that the recent Supreme Court case of Lexmark
International, Inc. v. Static Control Components, Inc., 134 S. Ct. 1377 (2014),
prevents this court form applying the prudential standing doctrine as a
jurisdictional bar. In Lexmark, the Supreme Court addressed a different type
of prudential standing requirement than that at issue here: “the requirement
that a plaintiff’s complaint fall within the zone of interests protected by the
law invoked.” 134 S. Ct. at 1386 (internal quotation marks omitted).
Although the Supreme Court had previously referred to this zone-of-interests
inquiry as one of prudential standing, the Lexmark Court clarified that the
to P&L.” The context makes clear that the inclusion of the word “rebutting” was a mistake.
Neither misstatement affects the outcome of the case.
3 We express no opinion on the merits of the case or the adequacy of the pleadings
under Bell Atlantic Corp v. Twombly, 550 U.S. 544 (2007) and Ashcroft v. Iqbal, 556 U.S.
662 (2009). We also express no opinion on whether Superior should be permitted to amend
its complaint or whether P&L’s bankruptcy trustee may be entitled to assert the claims for
which Superior lacks standing.
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zone-of-interests inquiry is properly viewed as one of statutory interpretation:
“Whether a plaintiff comes within the zone of interests is an issue that
requires us to determine, using traditional tools of statutory interpretation,
whether a legislatively conferred cause of action encompasses a particular
plaintiff’s claim.” Id. at 1387 (internal quotation marks omitted). Because
the Lexmark holding deals only with the zone-of-interests test and not with
the requirement that a party assert its own rights, Lexmark does not control
here. To be sure, Lexmark does note that prudential standing doctrine as a
whole “is in some tension with . . . the principle that a federal court’s
obligation to hear and decide cases within its jurisdiction is virtually
unflagging.” Id. at 1386 (internal quotation marks omitted). However, we
have long applied the prudential requirement that a party must assert its
own rights, see, e.g., Danos v. Jones, 652 F.3d 577, 582 (5th Cir. 2011), and we
are bound to follow our precedent until the Supreme Court squarely holds to
the contrary, see Exelon Wind 1, L.L.C. v. Nelson, 766 F.3d 380, 394 (5th Cir.
2014).
AFFIRMED.
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