LAWNWOOD MEDICAL CENTER, INC. D/B/A LAWNWOOD REGIONAL MEDICAL CENTER AND HEART INSTITUTE, APPELLANT,
v.
RANDALL SEEGER, M.D., AS PRESIDENT OF THE MEDICAL STAFF OF LAWNWOOD REGIONAL MEDICAL CENTER, INC., D/B/A LAWNWOOD REGIONAL MEDICAL CENTER AND HEART INSTITUTE, AND MEMBER OF THE MEDICAL EXECUTIVE COMMITTEE OF LAWNWOOD REGIONAL MEDICAL CENTER, INC., D/B/A LAWNWOOD REGIONAL MEDICAL CENTER AND HEART INSTITUTE, APPELLEE

Fla. 1st DCA | 2007-06-21
No. 1D06-2016
WEBSTER, J., concurs; BENTON, J., specially concurs with opinion.
959 So. 2d 1222 Florida District Court of Appeal, First District (2007) Positive Treatment
Cited by 17 cases

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Synopsis

Lawnwood Medical Center challenged a special Florida law governing hospital administration in St. Lucie County, arguing it violated the state constitution. The court affirmed invalidation of the law, finding it impaired the hospital's pre-existing contract with its medical staff and unconstitutionally granted a privilege to a private corporation.


Holding

The St. Lucie County Hospital Governance Law is unconstitutional under both article I, section 10 and article III, section 11(a)(12) of the Florida Constitution. It impairs the hospital's pre-existing contractual obligations to its medical staff without serving a legitimate public purpose, and it unconstitutionally grants a substantial privilege to a private corporation by allowing it to escape contractual duties.


Headnotes

[1] A law is unconstitutional if it impairs the obligation of contracts, as protected by article I, section 10 of the Florida Constitution.

[2] An impairment of contract occurs when a contract is made worse or is diminished in quantity, value, excellence, or strength.

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Key Quotes

“No bill of attainder, ex post facto law or law impairing the obligation of contracts shall be passed.”

Establishes the constitutional protection for contract rights in article I, section 10 of the Florida Constitution

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Facts & Procedural History

In 1993, Lawnwood Medical Center's board of trustees approved bylaws adopted by the medical staff, creating a binding contract between them. The St. L…

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Opinion of the Court
ALLEN, J.

ALLEN, J.

The appellant, a Florida for-profit corporation operating an acute-care hospital in St. Lucie County known as Lawnwood Regional Medical Center and Heart Institute (“Lawnwood”), challenges an adverse summary final judgment by which the trial court invalidated a special law, chapter 2003-372, Laws of Florida, the “St. Lucie County Hospital Governance Law.” Because this special law violates article I, section 10 of the Florida Constitution in that it impermissibly impairs the appel lant’s obligations to its medical staff under a pre-existing contract between the appellant’s board of trustees and medical staff, and because it also grants a privilege to a private corporation in violation of article III, section ll(a)(12) of the Florida Constitution, we affirm the summary final judgment. Analysis of further grounds provided by the trial court for its judgment being unnecessary to our decision, we do not address these further grounds.

The right to contract is one of the most sacrosanct rights guaranteed by our fundamental law. Chiles v. United Faculty of Florida, 615 So. 2d 671 (Fla.1993).

In Florida, this right is protected through article I, section 10 of our state constitution: “No bill of attainder, ex post facto law or law impairing the obligation of contracts shall be passed.” Am impairment occurs, in the context of this provision, when a contract is made worse or is diminished in quantity, value, excellence or strength. Pomponio v. Claridge of Pompano Condominium, Inc., 378 So. 2d 774 (Fla.1979).

In 1993, a contract was established between the appellant’s board of trustees and Lawnwood’s medical staff when bylaws adopted by the medical staff were approved by the board. See, e.g., Naples Community Hospital, Inc. v. Hussey, 918 So. 2d 323, 325 (Fla. 2d DCA 2005) (“Florida has adopted the majority view that hospital bylaws become a binding and enforceable contract between a hospital and its medical staff when adopted by the hospital’s governing board.”).

The St. Lu-cie County Hospital Governance Law dramatically alters many of the rights and obligations specified in the contract between the appellant’s medical staff and board of trustees, thus constituting a contract “impairment” under article I, section 10.

Although acknowledging that the St. Lucie County Hospital Governance Law effected an impairment through diminution of the medical staffs contract rights, the appellant contends that the law should nevertheless be upheld under the balancing test articulated in Pomponio. But the St. Lucie County Hospital Governance Law is unconstitutional even under this test because the substantial contract impairment imposed by this legislation was not required to protect the public health, ensure the quality of care at Lawnwood, or accomplish some other legitimate public purpose.

The legislation is also unconstitutional because it operates to grant a privilege to a private corporation in violation of article III, section ll(a)(12) of the Florida Constitution in that it diminishes or eliminates many of the hospital’s contractual obligations to its medical staff. Relying upon cases from other jurisdictions involving financial arrangements found to be offensive to similar constitutional prohibitions against the granting of a privilege to a private corporation, the appellant asserts that article III, section ll(a)(12) is “intended to protect the public fisc by preventing financial giveaways.... ” But the plain language of the Florida constitutional provision does not suggest that its application should be limited in this way. Except when the text of a constitution suggests that a technical meaning is intended, words used in the constitution should be given their usual and ordinary meaning because such is the meaning most likely intended by the people who adopted the constitution. See, e.g., Advisory Opinion to Governor—1996 Amendment 5 (Everglades), 706 So. 2d 278 (Fla.1997): In general, a dictionary may provide the popular and common-sense meaning of terms presented to the voters. Id.

With respect to the term “privilege,” the dictionary definition is not limited in application to financial arrangements. Instead, the term is de fined in Webster’s Ninth New Collegiate Dictionary 936 (1989) as a “law for or against a private person,” or “a right or immunity granted as a peculiar benefit, advantage, or favor,” and it is defined in Black’s Law Dictionary 1284 (8th ed.2004) as “[a] special legal right, exemption, or immunity granted to a person or class of persons; an exception to a duty.”

Although the St. Lucie County Hospital Governance Law applies to all hospitals located in St. Lucie County, the record demonstrates, and the parties acknowledge, that there are only two hospitals in St. Lucie County and both are controlled by the same private corporation. Thus, a private corporation is specially benefitted by this law which provides a means for the private corporation to avoid its pre-exist-ing contractual obligations. The law therefore unconstitutionally grants a substantial privilege to this private corporation.

The summary final judgment is affirmed.

WEBSTER, J., concurs; BENTON, J., specially concurs with opinion.

Concurrence
BENTON, J.,

BENTON, J.,

concurring specially.

I join the judgment of the court, and agree that the challenged statute violates article III, section ll(a)(12) of the Florida Constitution.


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Citator

Cited By

  • …Both the trial court and the First District Court of Appeal held that chapter 2003-372, Laws of Florida, entitled the “St. Lu-cie County Hospital Governance Law” (HGL), violated this constitutional provision. See Lawnwood Med. Ctr., Inc. v. Seeger, 959 So. 2d 1222 (Fla. 1st DCA 2007). Because the HGL was declared unconstitutional, this Court is mandated to review this case under article V, section 3(b)(1), of the Florida Constitution. The parties do not dispute that the HGL is a special law applicable to priv…
  • Lawnwood Med. Ctr. Inc. v. Samuel H. Sadow, M.D., 43 So. 3d 710 (Fla. 4th DCA 2010)
    …ued for a declaratory judgment that the statute unconstitutionally impaired the contract between the Medical Staff and the corporation. The trial judge agreed with the medical staff and was affirmed on appeal. See Lawnwood Med. Ctr., Inc. v. Seeger, 959 So. 2d 1222 (Fla. 1st DCA 2007). Lawnwood persisted in trying to salvage its legislative victory, but the Florida Supreme Court found the statute unconstitutional. See Lawnwood Med. Ctr., Inc. v. Seeger, 990 So. 2d 503 (Fla.2008). While Dr. Sadow’s lawsuit was…
  • W. Fla. Reg'l Med. Ctr., Inc. v. SEE, 18 So. 3d 676 (Fla. 1st DCA 2009)
    …titioner filed an affidavit from its risk manager attesting to the burdensomeness of the requests. . This Court has recognized that medical staff bylaws constitute a contract between a hospital and its staff. See Lawnwood Med. Ctr., Inc. v. Seeger, 959 So. 2d 1222, 1224-25 (Fla. 1st DCA 2007).…

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