Case 4:15-cv-00250-HLM Document 32 Filed 06/06/16 Page 1 of 41

IN THE UNITED STATES DISTRICT COURT FOR THE NORTHERN DISTRICT OF GEORGIA ROME DIVISION CHATTANOOGA-HAMILTON COUNTY HOSPITAL AUTHORITY d/b/a ERLANGER HEALTH SYSTEM. Plaintiff, V.

CIVIL ACTION FILE NO.: 4:15-CV-0250-HLM

WALKER COUNTY, GEORGIA, Defendant. ORDER This case is before the Court on the Motion to Dismiss Counterclaim filed by Plaintiff Chattanooga-Hamilton County Hospital Authority d/b/a Erianger Health System ("Erianger") [30].

A O 72A (Rev. 8/8

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I.

Procedural Background The Court incorporates the procedural background

portions of its earlier Orders into this Order as if fully set forth herein. (Order of Feb. 19,2016 (Docket Entry No. 14); Order of Apr. 8, 2016 (Docket Entry No. 22).) On April 22, 2016, Defendant Walker County, Georgia ("Walker County") filed an Answer to the Connplaint and a Counterclaim. (Docket Entry No. 23.) On May 3, 2016, Walker County filed an Amended Answer and Counterclaim, and purported to assert counterclaims against Erianger as well as Catoosa County, Georgia ("Catoosa County"), Dade County, Georgia ("Dade County"), and the Hospital Authority of Walker, Dade and Catoosa Counties (the "Hospital Authority").

(See

generally Am. Answer & Countercl. (Docket Entry No. 28).) 2

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On May 19, 2016, Erianger filed its Motion to Disnniss. (Docket Entry No. 30.) Walker County filed a response to that Motion. (Docket Entry No. 31.) The Court finds that no reply from Erianger is necessary, and concludes that the matter is ripe for resolution. II.

Standard Governing a Motion to Dismiss Federal Rule of Civil Procedure 12(b)(6) allows the

Court to dismiss a complaint, or portions of a complaint, for "failure to state a claim upon which relief can be granted." Fed. R. Civ. P. 12(b)(6).

When reviewing a motion to

dismiss, the Court must take the allegations of the complaint as true and must construe those allegations in the light most favorable to the plaintiff. Alvarez v. Att'y Gen, for Fla.. 679 F.3d 1257, 1261 (11th Cir. 2012). 3

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Although a court is required to accept well-pleaded facts as true when evaluating a motion to dismiss, it is not required to accept the plaintiffs legal conclusions. Chandler V. Secy of Fla. Dep't of Transp.. 695 F.3d 1194,1199 (11 th Cir. 2012) (citing Ashcroft v. Iqbal. 556 U.S. 662, 678 (2009)). The Court also does

not accept

as true

"unwarranted deductions of fact or legal conclusions masquerading as facts." Snow v. DirecTV. Inc.. 450 F.3d 1314, 1320 (11th Cir. 2006) (internal quotation marks and citation omitted). Finally, the Court may dismiss a complaint if it does not plead "sufficient factual matter, accepted as true, to state a claim to relief that is plausible on its face."

Simpson v.

Sanderson Farms. Inc.. 744 F. 3d 702, 708 (11th Cir. 2014) 4

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(internal quotation marks omitted) (quoting Iqbal, 556 U.S. at 678). In Bell Atlantic Corp. v. Twombly. 550 U.S. 544 (2007), the Supreme Court observed that a complaint "requires more than labels and conclusions, and a formulaic recitation of the elements of a cause of action will not do." 550 U.S. at 555. Although factual allegations in a complaint need not be detailed, those allegations "must be enough to raise a right to relief above the speculative level on the assumption that all the allegations in the complaint are true (even if doubtful in fact)." I d

Moreover, "[a] claim has

facial plausibility when the plaintiff pleads factual content that allows the court to draw the reasonable inference that the defendant is liable for the misconduct alleged." Iqbal. 556 U.S. at 678. The mere possibility that the defendant 5

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might have acted unlawfully is not sufficient to allow a claim to survive a motion to dismiss.

\±

Instead, the well-

pleaded allegations of the complaint must move the claim "across the line from conceivable to plausible." Twombly. 550 U.S. at 570. III. Background A.

Walker County's Allegations

Walker County's Counterclaim seeks a declaratory judgment against Erianger, the Hospital Authority, Catoosa County, and Dade County. (Countercl. at 18-19.) Walker County contends

that

Erianger's allegations

in the

Complaint "created certain legal issues surrounding the intergovernmental agreement" (the

"Intergovernmental

Agreement") to which the Hospital Authority, Walker County, 6

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Catoosa County, and Dade County are signatories. (Id^TjH 2, 4-7.) According to Walker County, Erianger has alleged "that it has certain implied rights that are given to it as a non-party to the [intergovernmental [A]greement," which give Erianger "a right of recovery from Walker County and ostensibly Catoosa County under the [l]ntergovernmental [A]gremeent[]." (Id

8.) Walker County alleges that it,

Dade County, and Catoosa County "are all signatories to the [intergovernmental [A]greement and are, therefore, necessary parties to this litigation seeking a declaration of the rights of the parties under the terms and conditions of that agreement."

(Id fl 9.)

Further, Walker County

contends that the Hospital Authority is a necessary party

7

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because it is a signatory to the

Intergovernmental

Agreement. (Id fl 10.) Walker County alleges that both federal and Georgia law give it the right to seek a declaratory judgment. (Countercl.

11-12.) According to Walker County, "it is

immune from suit," and "Erianger cannot sue Walker County under the Georgia doctrine of Sovereign Immunity." (Id \ 13.)

Walker County contends that, under the Georgia

Constitution, "only the General Assembly can waive sovereign immunity in the State of Georgia."

(Id)

According to Walker County, in this case, "sovereign immunity can only be waived by the [Sjtate of Georgia or by written contract." (Id K 14.) Walker County contends that "the [intergovernmental [A]greement made the subject of 8

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the claims filed by Erianger does not waive sovereign immunity giving rights to Erianger either by express or implied agreement." (Id 1115.) Walker County alleges that, "to give Erianger rights thereby waiving sovereign immunity the

[intergovernmental

[A]greement

would

have

to

expressly make Erianger a party to the agreement and give Erianger rights under the [intergovernmental [A]greement by written express terms." however,

argues

that

(Id ^ 16.) "[i]f

the

Walker County,

[intergovernmental

A]greement contained such terms it would be void under Georgia law and the Georgia Constitution." (Id) Walker County then proceeds to quote certain provisions of the Georgia Constitution. (Id TIH 17-18.)

9

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Walker County alleges that Erianger bears the burden of showing a waiver of sovereign immunity. (Countercl. \ 19.) According to Walker County, "any waiver of sovereign immunity must be strictly construed and an implied contract will not support a waiver of immunity under the provisions of the Georgia Constitution," and the Georgia Constitution does not waive sovereign immunity for equitable claims such as unjust enrichment or quantum meruit. (Id) Walker County further alleges that it has sovereign immunity from Erianger's claims in this action, as the Hospital Authority cannot assign any rights under the Intergovernmental Agreement to any non-governmental entity without voiding the Agreement.

(Jdim

21-23.)

10

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Walker County also incorporates the Counterclaim in another action, Chattanooga-Hamilton County Hospital Authority d/b/a Erianger Health System v. Hospital Authority of Walker Dade and Catoosa Counties. Civil Action File No. 4:14-CV-0040-HLM (the "40 Action"), in its entirety, which, in

large

part,

contends

that

Erianger

breached

a

management agreement (the "Management Agreement") with Hutcheson Medical Center ("Hutcheson") and the Hospital Authority. (Am. Countercl. ^ 28.) According to Walker

County,

Erianger

"is

alleging

rights

and

responsibilities underthe [intergovernmental [A]greement." (Id H 26; see also i d H 27 ("The plaintiff has, therefore, asserted that it has rights under the [intergovernmental [A]greement.").) Walker County argues that, if the Court 11

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"finds that the [intergovernmental [A]greement gives Erianger

rights

finding

that

the

[intergovernmental

[Ajgreement is constitutional under Georgia law and that sovereign immunity does not apply, then the Court must determine what responsibilities

Erianger has to the

signatories ofthe [intergovernmental [A]greement pursuant to the terms and conditions of the [intergovernmental [A]greement." (1^1127.) According to Walker County, "by breaching the [M]anagement [A]greement pursuant to the allegations of the counterclaims filed by Hutch[e]son and the Hospital Authority in [the 40 case], Erianger has breached the [intergovernmental [A]greement."

(id)

Walker County also complains that Erianger breached the Intergovernmental Agreement by "failing to provide health 12

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care for the residents' citizen [sic] of North Georgia under the [M]anagement [A]greement . . . and under the [intergovernmental [A]greement."

(Id,)

Further, Walker

County alleges that "Erianger failed to provide indigent care as required

by the

[intergovernmental

[A]greement

because of its failure to live up to the terms and conditions of the [intergovernmental [A]greement." (\j±) According to Walker County: If Erianger breached the [M]anagement [A]greement as outlined in [the counterclaim in the 40 case] then Erianger failed to meet the obligation required of it under the [intergovernmental [A]greement as an implied or express beneficiary of that agreement. The signatories to that [l]ntergovernmental [A]greement are, therefore, relieve[d] of their duties and responsibilities under the [intergovernmental [A]greementdueto Erianger's failure to provide health care and indigent health care for the residents of North Georgia. 13

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(Id H 28.)

Walker County goes on to quote certain

provisions ofthe Intergovernmental Agreement, and argues that, if sovereign immunity does not apply, Erianger breached its duties underthe Intergovernmental Agreement and failed to meet its obligations under the Management Agreement. (Id TI 29.) Walker County alleges that the Intergovernmental Agreement required Erianger "to ensure that healthcare was not only provided to the residents of North Georgia but also that indigent healthcare was provided to the indigent in the North Georgia area," and that Erianger failed to provide this healthcare, thereby breaching the Intergovernmental Agreement and the Management

Agreement. (IdHSO.) Walker County states: 14

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Walker County requests this Court and a Jury to declare the rights of the parties named in this Counterclaim] for Declaratory Judgment making a determination as to the sovereign immunity claims as alleged herein. Additionally, Walker County respectfully requests this court to determine the respective rights of the parties to the [intergovernmental [A]greement and the scope of that agreement as it applies to the parties to the agreement and [Erianger] under the law of the State of Georgia. Next, Walker County alleges that the parties to the [intergovernmental A]greement are immune from suit from any nonsignatory to that agreement. Finally, Walker County asserts that if the court or jury determines that Erianger has rights under the [intergovernmental [A]greement, that the parties to the agreement are not immune from suit, that the agreement is constitutional, then the court should find that Erianger is in breach ofthe terms and conditions of the [intergovernmental Ajgreement barring recovery under that agreement against any of the signatories to the agreement. Furthermore, the court should determine the rights and responsibilities of the parties under the [Mjanagement [Ajgreement as outlined in the [Counterclaim from the 40 case . Erianger's failure to meet its obligations either 15

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under the [l]ntergovernmental [A]greement or under the [Mjanagement [Ajgreement constitute[s| a breach of both agreements barring it from recovery [and] creating liability that exceeds any liability that Walker County or any of the signatories would have to Erianger under the Intergovernmental Agreement. (Am. Countercl. H 30.) B.

Relevant Documents 1.

The Intergovernmental Agreement

Erianger is not a party to the Intergovernmental Agreement. (Intergovernmental Agreement (Docket Entry No. 1-3) at 1 (noting that the agreement is "by and among" Walker County, Catoosa County, Dade County, and the Hospital Authority).)

The Intergovernmental Agreement

notes, "in order to obtain additional funding forthe operation and maintenance of the Hospital, the [Hospital] Authority 16

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intends to enter into that certain Line of Credit Note (the 'Note') with [Erianger], a hospital authority organized under the Tennessee Hospital Law ('Erianger, or any permitted successor as holder of such Note, the 'Holder'), in the principal amount not to exceed $20,000,000.00 and to loan the

proceeds

thereof

to

HMC[.]"

(Id)

The

Intergovernmental Agreement further provides, in relevant part: ;i]n order to assist the [Hospital] Authority in obtaining the necessary funding to be provided under the Note, the sole Commissioner of Walker [County] and the Board of Commissioners of Catoosa [County] are further willing to enter into this Agreement to provide for the payment of certain funds for the continued availability of healthcare services and facilities to their residents, particularly their indigent sick, subject to the conditions and limitations contained herein, and in consideration ofthe undertakings ofthe [Hospital' Authority as set forth herein. 17 A O 72A (Rev.8/8

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(Id at 2.)

Under the Intergovernmental Agreement, the

Hospital Authority made certain agreements, specifically: (a) For the purpose of obtaining the funds necessary for the operation and maintenance of the Hospital, the [Hospital] Authority agrees to execute and deliver to the Holder the Note and the Security Deed. (b) Unless the Counties shall at the time be in default in the performance of one or more of its sic] obligations under this Agreement, the ^Hospital] Authority shall, at all times, maintain and have available, or cause HMC to maintain and have available, services and facilities to accommodate the indigent sick persons of the Counties requiring medical care and hospitalization who have been properly certified to the [Hospital] Authority as hereinafter provided. The medical care and hospitalization which the [Hospital] Authority shall provide, or cause HMC to provide, to such indigent sick persons shall be provided without cost to the Counties except for (i) the authorization to pledge a lien against the real property described in the Security Deed pursuant to Paragraph 3 of this Agreement, (ii) the payments which Walker and Catoosa [Counties] 18

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have agreed to make pursuant to the provisions of Paragraphs 4 and 5 of this Agreement and (iii) such additional payments as the Counties, or any one of them, may have expressly agreed or may hereafter expressly agree to make from time to time in support of their ongoing responsibility to provide medical care and hospitalization to the Counties' indigent sick persons and otherwise to provide for the public health and public welfare needs of the Counties. Nothing herein shall prevent the [Hospital] Authority or HMC from receiving and collecting, from insurance or other sources, funds covering the costs of medical care or hospitalization of such persons, and the [Hospital] Authority and HMC shall likewise have full rights against any sums paid by tortfeasors or others under liability for the medical care and/or hospitalization of such persons. (c) The [Hospital] Authority shall, or cause HMC, to operate, maintain and repair the Hospital, consistent with good business practices in similar hospitals, and (but only insofar as the same shall be consistent with the [Hospital] Authority's obligations to provide medical care and hospitalization to the Counties' indigent sick persons and otherwise to provide for the other public health and public welfare needs of the 19

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Counties) to establish, revise and collect rates, fees and charges for hospital services and facilities as to those persons not certified to it hereunder as indigent so as to produce mon[ie]s, revenues and receipts which will be sufficient to pay the principal and any interest or other charges due on the Note and thereby, to the extent it is able to do so, reduce the amount ofthe payments which otherwise might be required of Walker [County] and/or Catoosa [County], from time to time, pursuant to the provisions of Paragraphs 4 and 5 of this Agreement. As between the parties hereto, the [Hospital] Authority shall be and remain the final arbiter and judge as to whether any proposed revision of the rates and charges referred to in the preceding sentence will be consistent with the [Hospital] Authority's obligation to provide medical care and hospitalization to the Counties' indigent sick persons. The [Hospital" Authority shall maintain or cause HMC to maintain complete and accurate records, concerning not only the medical care and hospitalization of patients, but also the administrative, clerical and financial affairs of the [Hospital] Authority and HMC, and any information contained in such records reflecting upon the financial responsibility and eligibility of patients for assistance in any form from the Counties, or from any public or private 20

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agency, shall be nnade available upon request to such private agency upon reasonable and proper request therefore being made by or on behalf of the patient in question. (d) On any date during the term of this Agreement on which there is a deficiency in the amount of funds needed for the [Hospitar Authority to make any required payment under the Note, the [Hospital] Authority shall immediately give written notice to the Counties of any such deficiency. In addition, the [Hospital] Authority shall immediately provide written notice to the Counties of its receipt of any default notice from the Holder or its representatives of a default under either the Note or the Security Deed. (e) All mon[ie]s received by the [Hospital] Authority from Walker [County] or Catoosa ;County] pursuant to the provisions of Paragraphs 4 and/or 5 hereof shall be delivered immediately to the [Hospital] Authority or its assigns, to satisfy the obligations of the [Hospital] Authority under the Note, and said moneys shall be used only to satisfy such obligations to the Holder under the Note until the Note has been fully paid in accordance with its terms. 21

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(f) The [Hospital] Authority shall not issue any other obligations of any kind payable from or enjoying a lien on the monies authorized to be appropriated and paid by Walker [County] or Catoosa [County] hereunder, unless such has been expressly approved in writing by both Walker and Catoosa Counties. Nothing contained herein shall restrict the issuance by the [Hospital Authority of additional obligations from time to time payable from amounts other than the amounts payable by Walker and Catoosa hereunder.

(Id 112.) Under the Intergovernmental Agreement, all three counties agreed: (a) The Counties authorize and agree forthe 'Hospital] Authority to execute the Note and the Security Deed in order to pledge a first lien against certain property owned by the [Hospital] Authority, and as described in the Security Deed, to the Holder for the obligations described in the Note. (b) The Counties may send all ofthe indigent sick (as defined below) to the [Hospital] Authority 22 A O 72A (Rev.8/8

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for all required medical care and hospitalization to be furnished at the Hospital. (c) The payment obligations of each County set forth in Paragraphs 4 and 5 hereof shall be several and not joint. (Intergovernmental Agreement T| 3.) Walker County further agreed to, "in the event of an uncured default by the [Hospital] Authority under the Note, . . . to pay to the ^Hospital] Authority or its assigns an amount equal to onehalf (Yz) of the principal of and interest then due and payable on the Note." (Id

4(a).) The Intergovernmental

Agreement further stated, "the right of recovery against Walker [County] under this Agreement is limited to the maximum amount of Ten Million and No/100 Dollars ($10,000,000.00)."

(Id H 4(b).)

The Intergovernmental

Agreement gave Walker County several options upon 23

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receiving a notice of default by the Hospital Authority under the Note ofthe Security Deed, including permitting a nonjudicial foreclosure ofthe property secured by the Security Deed, making certain periodic payments of one-half of the unpaid amount due under the Note, or making a lump sum payment of one-half of the amount due and owing under the Note.

(\± H 4(c).)

Importantly, the Intergovernmental

Agreement provided: The obligation of Walker [County] to make the payments required pursuant to the provisions of Paragraph 4 hereof at the times and in the manner specified shall be absolute and unconditional and such payments shall not be abated or reduced because of (i) damage to or destruction of the Hospital, (ii) any failure or default on the part ofthe Hospital] Authority under this Agreement, the Lease or any other document, (iii) any lack of notice of amounts due from Walker [County] under this Agreement, or (iv) for any reason whatsoever. Furthermore, Walker [County] shall not exercise 24

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any right of set-off or any other similar right with respect to such payments, nor will it withhold any such payments because of any claimed breach of this Agreement by the [Hospital] Authority. (Id l|4(g).)^ The Intergovernmental Agreement stated that, in case of a default, if Walker and Catoosa Counties elect to proceed under different options . . . , the Property shall proceed into the process for non-judicial foreclosure, unless either Walker [County] or Catoosa [County] provides written notice to the other party of its intent to assume the full financial obligation and pay the full amount of debt due to the Holder for the principal and interest owing on the Note as ofthe date of default, notwithstanding the limitation on financial obligations described in this Agreement.

(id 116.)

'Catoosa County made similar agreements under the Intergovernmental Agreement. (Intergovernmental Agreement's.) 25 A O 72A (Rev.8/8

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In the Intergovernmental Agreement, the Hospita Authority and the Counties also agreed: (a) The [Hospital] Authority shall pay, or cause to be paid, the principal of and the interest on the Note as the same becomes due and payable. (b) The term "indigent sick" as used herein means such persons residing in the Counties as shall be certified as being entitled to medical care and hospitalization at the Hospital, pursuant to the rules and regulations of the [Hospital] Authority, including jail inmates brought to the Hospital for emergency or inpatient care. The term "medical care and hospitalization" as used herein means the usual care rendered to patients in a hospital, such as food, nursing care and supervision. (c) The provisions ofthe Hospital Authorities Law are incorporated herein as a part hereof as though fully set forth herein verbatim. (d) The Counties hereby acknowledge and agree that the [Hospital] Authority intends to assign its rights receive payments from Walker and Catoosa [Counties] hereunder to the Holder 26

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as security forthe payinent ofthe Note and that as a result of any such assignnnent the Holder will have an interest herein. The parties hereto agree that no amendment or modification of this Agreement shall be effective unless executed by both the [Hospital] Authority and the Counties and that no such amendment or modification that would adversely affect the rights of the Holder shall be made without the consent ofthe Holder. (e) Should any phrase, clause, sentence or paragraph herein contained be held invalid or unconstitutional, it shall in nowise affect the remaining provisions of this Agreement, which provisions shall remain in full force and effect.

(Id 117.) 2.

The Note

The Note provided that the Hospital Authority agreed to pay "the principal sum of TWENTY MILLION AND 00/100 DOLLARS ($20,000,000.00) (the 'Maximum

Principal

Amount'), or so much thereof as shall have been advanced 27 A O 72A (Rev.8/8

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and as shall be then outstanding pursuant to the terms of the Management Agreement. . . , together with interest on the principal amount hereof." (Note (Docket Entry No. 1-1) at 1.) III. Discussion As an initial matter, the Amended Counterclaim fails to state a claim for relief because it does not comply with Federal Rule of Civil Procedure 8(a). That rule provides, in relevant part: "A pleading that states a claim for relief must contain . . . a short and plain statement ofthe claim showing that the pleader is entitled to relief." Fed. R. Civ. P. 8(a). The Amended Counterclaim is a rambling document that essentially consists of a collection of legal arguments. (See generally Am. Countercl.) It contains few, if any, factual 28

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allegations, and it is replete with conclusory allegations and legal conclusions.

(See generally i d )

As such, the

Amended Counterclaim does not provide "a short and plain statement of the claim showing that the pleader is entitled to relief," and dismissal is warranted on this ground alone. Fed. R. Civ. P. 8(a). Moreover, to the extent that the Amended Counterclaim seeks a declaratory judgment that Walker County is entitled to sovereign immunity, that claim fails forthe same reasons as discussed in the Court's previous Orders in this action and in related cases.

The fact that the Court did not

expressly state in those Orders that Walker County is barred or precluded from claiming that sovereign immunity defeats Erianger's claims does not mean that a declaratory 29

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judgment counterclaim seeking a determination

that

sovereign immunity bars Erianger's claims would be viable. The Court therefore grants this portion of the Motion to Dismiss.^ ^The Court notes that Federal Rule of Civil Procedure 11(b) imposes certain requirements on attorneys who present pleadings to the Court, including certifying that: to the best ofthe person's knowledge, information, and belief, formed after an inquiry reasonable under the circumstances: (1)

it is not being presented for any improper purpose, such as to harass, cause unnecessary delay, or needlessly increase the cost of litigation;

(2)

the claims, defenses, and other legal contentions are warranted by existing law or by a nonfrivolous argument for extending, modifying, or reversing existing law or for establishing new law;

(3)

the factual contentions have evidentiary support or, if specifically so identified, will likely have evidentiary support after a reasonable opportunity for further investigation or discovery; and 30

A O 72A (Rev.8/8

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Additionally, Walker County's argument that, as a thirdparty beneficiary to the Intergovernmental Agreement, Erianger assumed

affirmative obligations

under that

Agreement, which it breached, falls as a matter of law. The Intergovernmental Agreement, by its plain terms, imposes no

affirmative (4)

obligations

on

Erianger.

(See

the denials of factual contentions are warranted on the evidence or, if specifically so identified, are reasonably based on belief or a lack of information.

Fed. R. Civ. P. 11 (b). Rule 11 "incorporates an objective standard," and "courts determine whether a reasonable attorney in like circumstances could believe his actions were factually and legally justified." Kaplan v. DaimlerChrvsler. A.G.. 331 F.3d 1251, 1255 (11th Cir. 2003) (citations omitted). Moreover, 28 U.S.C. § 1927 provides: "Any attorney or other person admitted to conduct cases in any court of the United States or any Territory thereof who so multiplies the proceedings in any case unreasonably and vexatiously may be required by the court to satisfy personally the excess costs, expenses, and attorneys' fees reasonably incurred because of such conduct." 28 U.S.C. § 1927. Those provisions govern counsel for Walker County's actions, even in the absence of an express Court Order prohibiting Walker County from continuing to press the sovereign immunity issue. 31

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generally Intergovernmental Agreement.)

Instead, any

duties to provide sick and indigent care to residents of the Counties under the Intergovernmental Agreement falls solely on the Hospital Authority. (See generally id.) Nothing in the Intergovernmental Agreement provides that Erianger was required to meet the Hospital Authority's obligation to provide sick and indigent care services. (See generally i d ) Walker County has not managed to provide any authority showing that a third party beneficiary of the benefits of an agreement becomes contractually obligated to perform the duties under the agreement, and the Court is not inclined to conduct further research for Walker County.^ As such, the ^It is not the Court's job to conduct research for Walker County. See Turlev v. Vaudeville Cafe. LLC. No. 1:10-CV-2284JEC, 2011 WL 3844361, at *3 (N.D. Ga. Aug. 26, 2011) ("It may be that plaintiff could have mounted a stronger challenge to 32

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Court finds that the portion of the Amended Counterclaim seeking

a

declaration

that

Erianger

breached

the

Intergovernmental Agreement fails to state a claim for relief. To the extent that Walker County seeks a declaratory judgment that it owes nothing to Erianger under the Intergovernmental Agreement because Erianger breached the Management Agreement, that claim also fails for the simple reason that Walker County is not a party to the Management Agreement and is not a third-party beneficiary to the Management Agreement. (See generally 40 Case, Docket Entry No. 1-2.)

Indeed, the Management

Agreement expressly states that "[njothing expressed or defendant's arguments. The undersigned does not know because it has not attempted to perform legal research for the plaintiff or to take over her role as advocate. Indeed, it is not this Court's job to do so."). 33

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implied herein is intended, or shall be construed, to confer upon or give any Person other than the Parties, and their successors or permitted assigns, any right, remedy, obligation or liability under or by reason of this Agreement, or result in such Person being deemed a third-party beneficiary hereof." (\± § 10.10.) Under Georgia law, "[i]t is without dispute that in order for a third party to have standing to enforce a contract it must appear clearly from the contract that it was intended for the benefit of the third party." Satilla Cmty. Serv. Bd. v. Satilla Health Servs.. Inc.. 275 Ga. 805, 810, 573 S.E.2d 31, 35 (2002) (internal quotation marks, citation, and alterations omitted). Further, "[t]he mere fact that the third party would benefit from performance ofthe agreement is not alone sufficient." I d ; 34

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i d (internal quotation marks, citation, and alterations omitted); see also O.C.G.A. § 9-2-20(a) ("As a general rule, an action on a contract, whether the contract is expressed, implied, by parol, under seal, or of record, shall be brought in the name of the party in whom the legal interest in the contract is vested, and against the party who made it in person or by agent."). As such. Walker County may not sue to enforce the Management Agreement, and its claim for a declaratory judgment based on an alleged breach of the Management Agreement fails as a matter of law. Moreover, even if Erianger somehow breached the Management

Agreement

or

the

Intergovernmental

Agreement, those breaches would not affect Walker County's liability under the Intergovernmental Agreement. 35

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The Intergovernmental Agreement expressly states that Walker County's financial obligation is "absolute and unconditional and such payments shall not be abated or reduced because of (i) damage to or destruction of the Hospital, (ii) any failure or default on the part of the [Hospital] Authority under this Agreement, the Lease or any other document, (iii) any lack of notice of amounts due from Walker [County] under this Agreement, or (iv) for any reason whatsoever." (Intergovernmental Agreement1I4(g).) Under those circumstances. Walker County's declaratory judgment claim based on Erianger's alleged breach of the Management Agreement or Intergovernmental Agreement fails as a matter of law.

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The Court further notes that, given that it denied a request to join Walker County and Catoosa County in the 40 Case, Walker County's attempt to add Catoosa County, Dade County, and the Hospital Authority to this action and to incorporate wholesale the Counterclaim in the 40 Case is especially inappropriate. (40 Case, Order of Aug. 15, 2014 (Docket Entry No. 48).)"^ In any event, the attempt to join those entities in this action fails because the declaratory judgment Counterclaim itself fails.

Additionally, those

entities are not necessary parties to this case simply because they are signatories to the Intergovernmental Agreement. The Court can provide complete relief between Walker County and Erianger even without joining Dade ''Once again, the Court refers Walker County and its counsel to Rule 11 and § 1927. 37

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County, Catoosa County, and the Hospital Authority, because the Intergovernmental Agreement provides for several liability, and Walker County's liability is capped at $10 million. See Sloan v. S. Floridabank Fed. Sav & Loan Ass'n. 197 Ga. App. 601, 602, 398 S.E.2d 720, 722 (1990) ("It is clear under Georgia law that O.C.G.A. § 9-11 -19 has no application where liability is joint and several and the plaintiff has a right of election as to which defendants plaintiff will proceed against."); Floyd Davis Sales. Inc. v. Cent. Mortg. Corp. of Mich.. 197 Ga. App. 532, 533, 398 S.E.2d 820, 821-22 (1990) (finding that a co-surety was not a necessary party to a creditor's suit); Adcock v. First Nat' Bank of Atlanta. 144 Ga. App. 384, 395, 241 S.E.2d 289, 290 (1977) ("By the terms of the note, all three makers were 38

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jointly and severally liable and plaintiff could elect to proceed against one or more makers without joining the other or others. [The former version of O.C.G.A. § 9-119(a)] has no application where there is a right of election as to which defendants plaintiff will proceed against."). Further, there is no risk of multiple or inconsistent rulings if the Court fails to join Dade County, Catoosa County, or the Hospital Authority in this action. This action simply relates to Walker County's liability under the Intergovernmental Agreement. Additionally, as previously noted, the declaratory judgment claims in the Amended Counterclaim are simply defensive claims that seek to avoid Walker County's own liability under the Intergovernmental Agreement.

39

The Court

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therefore finds that Dade County, Catoosa County, and the Hospital Authority are not necessary parties to this lawsuit. In sum, the Court finds that the Amended Counterclaim fails to state a claim for relief and that Walker County has improperly attempted to add Dade County, Catoosa County, and the Hospital Authority to this action.

The Court

therefore grants the Motion to Dismiss. V.

Conclusion ACCORDINGLY, the Court GRANTS Erianger's Motion

to Dismiss [30], and DISMISSES Walker County's Amended Counterclaim [28]. The Court DISMISSES Counterclaim Defendants Dade County, Catoosa County, and the

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Hospital Authority from this action. IT IS SO ORDERED, this t h e ^ day of June, 2016.

JUDGE

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