Roberts v. South Oklahoma City Hospital Trust

KAUGER, Justice.

The dispositive issue on appeal is whether South Community Hospital Trust d/b/a South Community Hospital is a valid public trust within the purview of the Political Subdivision Tort Claims Act, 51 O.S.Supp. 1979 §§ 152(6), 156(D) (Act). If South *1079Community Hospital is in reality a public trust, claims against it must be brought within one year pursuant to § 156(D) of the Act. If the hospital is not a public trust, notwithstanding the trust indenture naming the City of Oklahoma City as beneficiary, the applicable statute is the two year limitations period prescribed by 12 O.S.1981 § 1053(A). Under the facts of this case, judged by the substance of the transaction and not by the form, we find that the conveyance is illusory, masking the retention by South Community Hospital of control of the entity which it purported to convey.1 Therefore, because the public trust does not qualify as a political subdivision, the notice provisions of the Act are inapplicable.

On February 10, 1981, Crystal Roberts entered the emergency room of South Community Hospital (appellee). She complained of pain in her arms and in her chest. The emergency room physician examined her and admitted her as a patient of the hospital at 10:20 p.m., February 10, 1981. Because no beds were available in the hospital’s coronary care unit, Mrs. Roberts was placed in a regular ward. At 4:30 a.m., February 11, 1981, Mrs. Roberts was found dead in her hospital bed.

On July 27, 1982, the surviving spouse, Richard Roberts (appellant/husband) filed an action alleging that the attending physician and the hospital were negligent in the care and treatment of his wife. The hospital filed its answer September 28, 1982, denying the allegations of negligence and of an agency relationship between the hospital and the attending physician. On May 23, 1983, the hospital amended its answer asserting the failure of the husband to comply with the notice provisions of the Act, 51 O.S.Supp.1979 § 156(D)2 which requires notice to be given within one year after the alleged injury causing the death, and raising a statute of limitations defense. The hospital’s motion for summary judgment was sustained by the trial court based on the hospital’s status as a public trust.

On appeal, the husband admits that he did not file a claim against the hospital in accordance with the notice provisions of the Act; he further admits that the receipt of suit papers was the first notification that the hospital received of its potential liability for the death of his wife. However, the husband argues that the hospital is not a public trust within the contemplation of the Political Subdivision Tort Claims Act, and that because the hospital carries liability insurance the notification provision of the Act is not related rationally to a legitimate state interest, and is, therefore, unconstitutional. Because we find that the South Oklahoma City Hospital Trust is illusory, we need not address the appellant’s constitutional attacks on the Act.

SOUTH COMMUNITY HOSPITAL TRUST D/B/A SOUTH COMMUNITY HOSPITAL IS NOT A POLITICAL SUBDIVISION SUBJECT TO THE NOTICE PROVISIONS OF 51 O.S.Supp.1979 § 156(D) BECAUSE THE UNDERLYING PUBLIC TRUST IS ILLUSORY

(A)

Under the 1979 version of the Political Subdivision Tort Claims Act, 51 O.S.Supp. 1979 § 152(6) effective July 1, 1979, the term, political subdivision included a public trust if it named a city, town, school district or county as its beneficiary.3 The *1080husband contends that South Community Hospital is not a public trust within the contemplation of the Act. He asserts that by the terms of the trust agreement the beneficiary, the City of Oklahoma City, exercises no control over the everyday affairs of the hospital;4 that lack of control over the hospital by a governmental entity exempts the hospital from the statutory definition of a “political subdivision”; and that, therefore, the notice requirement and time-bar limitation of the Act are inapplicable.

In support of this argument the appellant cites the Attorney General’s Opinion No. 79-303, which addressed the question of whether municipal hospital authorities and municipal housing authorities are subject to the Political Subdivision Tort Claims Act. At the time of the presentation of the question in 1978, the Act did not include public trusts — it provided, however, that the term political subdivision included either an incorporated city or town, a school district or a county and all of their institutions, instrumentalities or agencies. In Hammons v. Muskogee Medical Center Authority, 697 P.2d 539, 541 (Okla.1985), we held that before the 1979 amendment to the Act, a municipal hospital was protected by the Act only if it constituted an agency of a political subdivision.

Although the husband does not question or challenge the fact that the hospital was created by a public trust instrument naming the City of Oklahoma City as its beneficiary, he urges us to construe 51 O.S.1979 Supp. § 152(6) to exclude the hospital from the statutory definition of a political subdivision.5 We begin our analysis by observing that a public trust is any trust created and existing under 60 O.S. 1981 § 176 et seq.6 By statute, a public trust may be created to issue obligations to provide funds for any authorized function of the state, county or municipality. South Community Hospital’s facade is that of a public trust created under 60 O.S.1981 § 176(a),7 and of a political subdivision under the statutory definition contained in 51 O.S.1981 § 152(6). The husband argues that there is a distinction between a true municipal hospital created under 11 O.S. 1981 §§ 30-101 et seq. and a hospital created and operating under only a mere trust authority. His argument is persuasive.8 We agree that because this entity is not being conducted as a trust for the public benefit it is an illusory public trust, which cannot qualify under § 152(6) as a true political subdivision.

An explanatory x-ray of the legal status of a given hospital may be derived *1081via an exploration of its financial anatomy. A municipal hospital created and funded under 11 O.S.1981 § 30-101 is an entity whose financial obligations could affect the fiscal structure of the municipality itself. A Title 11 hospital is funded through submission of its financial statement and an estimate of needs9 to the County Excise Board. The hospital is managed by the municipal governing body;10 the treasurer of the hospital is the municipal treasurer;11 the governing body of the hospital exercises internal control of the hospital12 subject to the approval of the municipal governing body, and it hires the hospital’s employees; 13 the municipality accepts funds and gifts on behalf of the hospital, and the hospital makes an annual report to the municipality. The true municipal hospital is an extension of and an agency of the municipality. Any claim for compensation for harm suffered by an individual at the hands of a Title 11 hospital is potentially disruptive to the orderly process of government. The notice provisions of the Act would be applicable to a traditional municipal hospital14 — but not, however, to a private hospital masquerading as a municipal institution.

(B)

Unless explicitly immunized by law, political subdivisions are now liable in tort.15 Traditionally, the operation of hospitals has been held to be a proprietary function of government subject to liability for tortious conduct.16 South Community Hospital’s statute-predicated claim to an exception from the general statute of limitation was short-lived in our jurisprudence. In 1984, the Legislature amended the notice provisions of the Act effective October 1, 1985, at 12:01 a.m.,17 specifically exclud*1082ed hospitals operating under a trust authority from the Act’s protective umbrella.

We have discussed at some length the control mechanisms exercised in a true municipal hospital; and we recognize that there may be valid public trusts whose affairs are conducted on some middle ground between the operation of a municipal hospital and a proprietary hospital. Nevertheless, a comparative examination of South Community Hospital’s operating procedures is illuminating. The pleadings filed in this case are styled South Oklahoma City Community Hospital Trust d/b/a South Community Hospital. The answer filed by the hospital is captioned “Separate Answer of Defendant, South Oklahoma City Trust, d/b/a South Community Hospital.” The hospital administrator testified in his deposition that the hospital is managed by the South Community Hospital Management Corporation and that the bank account which is used by the management corporation is in the name of South Community Hospital. As he put it: That’s the way we do business.” South Community Hospital promotes and projects the image of a private hospital in its everyday operations. Fund drives are held in the name of South Community Hospital. Hospital rules and regulations, staffing decisions, and day-to-day operations are not subject to City approval, and the hospital, without consulting the City, chooses its insurance carrier. In effect, the hospital operates under an assumed, fictitious, chameleon-like identity which fails to put its patients on notice that it purports to be a political subdivision; or that it lays claim to a political subdivision’s immunity status.

This tenuous relationship between South Community Hospital and the City of Oklahoma City is one of convenience solely brought about by a statutory funding process. There is no direct benefit to the City; the hospital neither receives money from the City nor does it deposit funds into the City treasury. South Community Hospital operates daily and routinely as a private business without interference by or accountability to the City of Oklahoma City. The only nexus between South Community Hospital and Oklahoma City is the trust agreement. The agreement provides that in the event that the hospital is liquidated or otherwise ceases to exist, all outstanding debts will be paid and the residue of the liquidation, if any, will be paid to the City of Oklahoma City.18 The trust agreement is merely a method of financing the construction of a health care facility in a given community — in no sense of the term is it a true political subdivision.

An arrangement pretending to be a trust while retaining powers in the settlor has no real substance and is in reality an incom-pleted trust.19 An illusory trust lacks either an express trust instrument or, if an agreement exists, the settlor reserves virtually complete control over the trustee’s administration of the trust. In either instance, the transferor reserves and exercises such a degree of control over the property that Courts are often drawn to the conclusion that there was no real intent to transfer, that the transaction is a sham, and that in effect, the trustee is merely an agent acting under the direction of the settlor.20

The leading case involving illusory trusts is Newman v. Dore, 275 N.Y. 371, 9 N.E.2d 966, 112 A.L.R. 643 (1937), in which a married man, in order to avoid community property laws, transferred all of his property in trust reserving a life estate and the power of revocation. The trust agreement subjected the trustee’s powers to the set-tlor’s control. In Newman, the court noted that no jurisdiction had upheld a transfer in trust where the conveyance was intended to hide the fact that the settlor retained full control of the property even though it was formally disposed of; and that, although a person may use lawful means to *1083escape the scope of a statute, a false appearance of legality is unavailing.

The Newman court held that reality, not appearance, should determine legal rights, and that the only sound test of the validity of a challenged transfer is whether it is real or illusory. The Court applied the test formulated in Leonard v. Leonard, 181 Mass. 458, 462, 63 N.E. 1068-69 (1902): has the settlor in good faith divested himself of ownership in the property or has an illusory transfer been made? Good faith is defined by 25 O.S.1981 § 9 as consisting of an honest intention to abstain from taking any unconscientious advantage of another, even through the forms or technicalities of the law.21

A trust is invalid unless it can be enforced, even against the will of the trustee.22 Although a trust instrument may purport to name a beneficiary, if the settlor reserves a substantial interest or unbridled control over management of the operations, —i.e., not for the benefit of the purported beneficiary, the trust may be found to be illusory. Subsequently, the settlor remains the owner of the property and there is no beneficiary.23 In summary, South Community Hospital Trust d/b/a South Community Hospital is not a public trust of the City of Oklahoma City because:

1. In the absence of dissolution, there is no direct monetary benefit to the City. The City does not budget for the operation of the Hospital nor does the Hospital contribute to the City’s treasury.
2. The Hospital’s business is conducted without consultation with the City nor is it conducted within any parameters of City sponsored policy. The trust indenture specifically strips the City of any power or control.
3. The only connection between the hospital and the City is the trust agreement which provides fiscally attractive statutory funding.
4. With the exception of general patient care, there is no indication that the hospital is being managed for the benefit of the public as distinguished from the Hospital management’s self-generated goals.

This opinion does not impose sanctions on other public trusts nor does it impair the right of public trusts to secure funding or any other benefits accruing under extant Oklahoma law; nor do we intend to impute bad faith to the trust authority. We merely find that this is not a public trust which may qualify for statutory immunity. Our rationale is analagous to the piercing of the corporate veil where one corporation is so organized and controlled that it is merely an adjunct or instrumentality of another.24 We find that under the facts and circumstances of this case, the illusory nature of the trust prevents it from meeting the requisites of a public trust under the statutes. Therefore, the controlling statute of limitations is the two year statute contained in 12 O.S.1981 § 1053(A).25

REVERSED AND REMANDED.

SIMMS, C.J., DOOLIN, V.C.J., and OPALA and WILSON, JJ., concur. HODGES, LAVENDER, HARGRAVE and SUMMERS, JJ., dissent.

. See Newman v. Dore, 275 N.Y. 371, 9 N.E.2d 966, 969, 112 A.L.R. 643, 648 (1937). See also Annot., "Gift by Husband as Fraud on Wife”, 112 A.L.R. 6419 (1938).

. Title 51 O.S.Supp.1979 § 156(D) provides:

"When the claim is one for death by wrongful act or omission, notice may be presented by the personal representative, surviving spouse or next of kin or other legal representative or the counsular officer of a foreign country of which the deceased was a citizen, within one (1) year after the alleged injury or loss resulting in such death. Provided, however, if the person for whose death the claim is made has presented notice that would have been sufficient had he lived, an action for wrongful death may be brought without any additional notice."

. Definitions are contained in the Act, 51 O.S. Supp.1979 § 152(6):

"6. ‘Political subdivision’ means:
a. a municipality;
b. a school district;
c. a county; or
*1080d. a public trust where a city, town, school district or county is a beneficiary; and all their institutions, instrumentalities or agencies.”

. Article VII of the Trust Indenture provides: "(2) The beneficiary shall have no legal title, claim or right to the Trust Estate, its income, or to any part thereof or to demand or require any partition or distribution thereof. Neither shall the beneficiary have any authority, power or right, whatsoever, to do or transact any business for, or on behalf of, or binding upon the Trustees or upon the Trust Estate, nor the right to control or direct the actions of the Trustees pertaining to the Trust Estate, or any part thereof. The beneficiary shall be entitled solely to the benefits of this Trust, as administered by the Trustees hereunder, and at the termination of the Trust, as provided herein, and then only, the beneficiary shall receive the residue of the Trust Estate."

. Section 152(6)(d) was amended May, 1984, effective 12:01 a.m. October 1, 1985 to provide:

"8. 'Political subdivision’ means:
a.a municipality;
b. a school district;
c. a county;
d. a public trust where a city, town, school district or county is a beneficiary, provided, that for the purposes of this act, a public trust shall not include any hospital operating under a trust authority, and all their institutions, instrumentalities or agencies.”

. A definition of public trust is found at 11 O.S.1981 § 24-105(g) and provides in part:

"(g) ‘Public trust’ shall mean any public trust created and existing under the provisions of Trusts for Furtherance of Public Functions Law, as provided by Section 176 et seq. of Title 60 of the Oklahoma Statutes...."

. Authority to create a public trust is provided by 60 O.S.1981 § 176(a), and states in part:

"(a) Express trusts may be created to issue obligations and to provide funds for the furtherance and accomplishment of any authorized and proper public function or purpose of the state or of any county or municipality. ..."

. See note 1, supra.

. The estimate of needs is forwarded to the county excise board pursuant to 68 O.S.1981 § 2485 which provides:

“Each officer, board or commission of any county, city, school district or town ... shall ... make and file ... with ... the excise board, a report in writing showing, by classes, the earnings and cost of maintaining their respective offices or departments for the previous fiscal year, together with an itemized statement and estimate of the probable need thereof for the current or ensuing fiscal year. Provided, that the report relative to the construction and repair of bridges shall be made by the county commissioners ...”

Title 11 O.S.1981 § 30-101 provides:

“A municipal governing body may establish and maintain a municipal hospital. After the establishment of a municipal hospital, the governing body shall include an item in its municipal financial statement and estimate of needs for the following fiscal year to maintain the hospital."

. Direction and control of the hospital is mandated by 11 O.S.1981 § 30-102, it provides:

"The municipal governing body may, ... place the exclusive management and control of the municipal hospital under a board of control of five (5) members, chosen by the governing body from the citizens of the municipality with reference to their fitness for such office...."

. The finances of the hospital are directly connected to those of the municipality by 11 O.S. 1981 § 30-103. It provides in part:

“ ... The municipal treasurer shall act as treasurer of the board."

. The municipality exercises internal control over expenditures and receipts as prescribed by 11 O.S.1981 § 30-104 through the board of control:

"The board of control shall adopt rules and regulations ... which shall be subject to the approval of the municipal governing body.... All money received by the board on account of the operation of the hospital, or otherwise, shall be paid by the board to the municipal treasurer,.... The board of control shall have authority to appoint, and remove, ... compensation, all of which shall be subject to the approval of the municipal governing body."

. The municipality controls hospital staffing through the board of control. 11 O.S.1981 § 30-106 provides:

"The board of control shall appoint [personnel] to render ... treatment to ... patients of the hospital.”

. See Hammons v. Muskogee Medical Center Authority, note 6, supra.

. Jarvis v. City of Stillwater, 669 P.2d 1108, 1111 (Okla.1983).

. Hershel v. University Hosp. Found., 610 P.2d 237, 240-42 (Okla.1980).

. Title 51 O.S.Supp.1985, § 152 provides in pertinent part:

“8. ...
d. a public trust where a city, town, school district or county is a beneficiary, provided, that for the purposes of this act, a public trust *1082shall not include any hospital operating under a trust authority,_”

.See note 3, supra.

. In re Estate of Herron, 237 So.2d 563, 566 (Fla.App.1970).

. Commissioner of Int. Rev. v. Chase Manhattan Bank, 259 F.2d 231, 257-58 (5th Cir.1958).

. Title 25 O.S.1981 § 9 states:

"Good faith consists in an honest intention to abstain from taking any unconscientious advantage of another, even through the forms or technicalities of law, together with an absence of all information or belief of facts which would render the transaction unconscien-tious.”

. Seran v. Davis, 174 Okla. 433, 50 P.2d 662, 667 (1935).

. G. Bogart and G. Bogert, "The Law of Trusts and Trustees,” p. 127 § 161 (2nd ed. 1984).

. Gulf Oil Corp. v. State, 360 P.2d 933, 936 (Okla.1961).

. It is provided by 12 O.S.1981 § 1053(A):

"A. When the death of one is caused by the wrongful act or omission of another, the personal representative of the former may maintain an action therefor against the latter, or his personal representative if he is also deceased, if the former might have maintained an action, had he lived, against the latter, or his representative, for an injury for the same act or omission. The action must be commenced within two (2) years.”