No acquiring entity shall engage in an acquisition without first notifying the Attorney General pursuant to this article. No nonprofit corporation which owns, controls, or operates, directly or indirectly, a hospital having a permit under this chapter shall engage in a disposition without first notifying the Attorney General pursuant to this article. The parties to the transaction shall provide the Attorney General with at least 90 days' notice of the proposed transaction prior to its consummation.

JUDICIAL DECISIONS

Notice and hearing requirements mandatory.

- Lease and transfer agreement of a hospital was invalid since the agreement was consummated before notice was given to the Attorney General and the holding of a public hearing. Sparks v. Hospital Auth., 241 Ga. App. 485, 526 S.E.2d 593 (1999).

Date of notice.

- Critical date from which the 90 days for giving notice must be calculated is the date any part of the sale or lease effectively transfers ownership, operation, or control of the hospital to the acquiring entity. Turpen v. Rabun County Bd. of Comm'rs, 245 Ga. App. 190, 537 S.E.2d 435 (2000).

Authority of Attorney General.

- After a meaningful public hearing has been properly held on a proposed agreement, the Attorney General is authorized to determine whether a transaction is in the public interest and, thus, whether to approve or reject the agreement. Sparks v. Hospital Auth., 241 Ga. App. 485, 526 S.E.2d 593 (1999).

Promissory estoppel did not apply.

- When a facilities owner did not sign an asset sale agreement, a hospital's promissory estoppel claim failed because the parties' letter of intent coupled with the hospital's representation in a premerger notification that the parties would not execute a "binding asset sale agreement" until the Georgia Attorney General approved the agreement established as a matter of law that the hospital could not reasonably rely on the facilities owner's "promise" to purchase the hospital assets. St. Joseph Hosp., Augusta, Ga., Inc. v. Health Mgmt. Assocs., 705 F.3d 1289 (11th Cir. 2013).

Breach of contract.

- When a facilities owner did not sign an asset sale agreement, a hospital's breach of contract claim failed because, inter alia, the parties' letter of intent did not incorporate the terms of the asset sale agreement and made clear that those terms were provisional, there was no evidence that the parties agreed to be bound by the terms of the asset sale agreement and, by filing premerger notifications, the parties represented as true that the asset sale agreement would not become a binding, enforceable contract until signed by the parties, and that the letter of intent superseded any written or oral agreements that may have existed. St. Joseph Hosp., Augusta, Ga., Inc. v. Health Mgmt. Assocs., 705 F.3d 1289 (11th Cir. 2013).

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2018 Georgia Code 31-7-401 | Car Wreck Lawyer

TITLE 31 HEALTH

Section 7. Regulation and Construction of Hospitals and Other Health Care Facilities, 31-7-1 through 31-7-412.