Rodriguez-Rivera v. FEDERICO TRILLA REGIONAL HOSP.

United States Court of Appeals
For the First Circuit

No. 07-1565

OMAYRA RODRÍGUEZ-RIVERA; JOSÉ VÁZQUEZ-NIEVES; JVR,

Plaintiffs, Appellants,

v.

FEDERICO TRILLA REGIONAL HOSPITAL OF CAROLINA;
SERVICIOS MÉDICOS UNIVERSITARIOS,

Defendants, Appellees,

HOSPITAL A; INSURANCE COMPANIES;
COMPANIES A-Z; PERSONS A-Z,

Defendants.

APPEAL FROM THE UNITED STATES DISTRICT COURT
FOR THE DISTRICT OF PUERTO RICO
[Hon. Carmen Consuelo Cerezo, U.S. District Judge]

Before
Lynch, Chief Judge,
Cudahy,* Senior Circuit Judge,
and Torruella, Circuit Judge.

Cynthia M. González-Aranguren and Gil de Lamadrid, PSC, on
brief for appellants.
Ramonita Dieppa-González, on brief for appellees.

July 2, 2008

*
Of the Seventh Circuit, sitting by designation.
 TORRUELLA, Circuit Judge. On November 18, 2005, the

Rodríguez family ("Plaintiffs") filed a medical malpractice claim

against Federico Trilla Hospital ("Federico Trilla"), unnamed

insurers, companies, and persons ("Defendants"). The claim stems

from incidents surrounding the June 1988 birth of Plaintiffs' son,

JVR, at Federico Trilla, which after 1999 was known as Servicios

Médicos Universitarios ("SMU"). Defendants filed a motion for

summary judgment, which the district court granted based on its

interpretation of the Asset Purchase Agreement ("APA") entered into

by the past and present owners of the hospital. Plaintiffs appeal.

After careful consideration, we affirm the grant of summary

judgment.

I. Background

We recite the facts in the light most favorable to the

non-movant, here Plaintiffs. See Ramos-Santiago v. United Parcel

Serv., 524 F.3d 120, 122 (1st Cir. 2008). In 1997, the Puerto Rico

legislature approved an amendment to the organic law of the

University of Puerto Rico ("UPR") to authorize the creation of a

subsidiary to offer services to the university community and the

general population. Under this authority, SMU was created and

incorporated as a non-profit organization. SMU commenced

operations and administered Federico Trilla once it was acquired by

UPR from the Department of Health in March 1999. SMU acquired

Federico Trilla when it entered into the APA with the Health

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Facilities and Services Administration ("HFSA") and other

government entities.

JVR, the son of Omayra Rodríguez Rivera and José Vázquez

Nieves, was born in June 1988 at Federico Trilla, where he suffered

distress, lack of oxygen, and a left parietal fracture resulting in

severe, long-term mental and physical damage. On November 18,

2005, Plaintiffs filed a medical malpractice claim in the district

court against SMU claiming that the hospital inadequately managed

the labor and delivery of JVR.1

On September 26, 2006, SMU filed a motion for summary

judgment on two grounds: Eleventh Amendment sovereign immunity and

improper party because the hospital was purchased in 1999 by virtue

of an APA. Appellants asked the district court to deny the motion

because SMU had not yet responded to all of the requests for

admission and interrogatories that pertained to the motion. The

district court granted summary judgment for SMU on the basis of

the APA. Plaintiffs appealed.

1
Appellants filed a prior lawsuit based on the same operative
facts against the Commonwealth of Puerto Rico and other defendants
in commonwealth court in 1997. After several years of litigation,
Plaintiffs requested a voluntary dismissal without prejudice, but
the court ordered that the case be dismissed with prejudice, except
as for JVR's claims since he was a minor. Final judgment was
entered on April 27, 2001.

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 II. Discussion

A. Standard of Review

We review a district court's grant of summary judgment de

novo. See Thompson v. Coca-Cola Co., 522 F.3d 168, 175 (1st Cir.

2008). We will reverse only if, "after reviewing the facts and

making all inferences in favor of the non-moving party [here,

Plaintiffs], the evidence on record is sufficiently open-ended to

permit a rational factfinder to resolve the issue in favor of

either side." Maymí v. P.R. Ports Auth., 515 F.3d 20, 25 (1st Cir.

2008) (internal quotation marks and citations omitted).

Summary judgment is appropriate when there is no genuine

issue as to any material fact and the moving party is entitled to

judgment as a matter of law based on the pleadings, depositions,

answers to interrogatories, admissions on file, and any affidavits.

See Fed. R. Civ. P. 56(c); Thompson, 522 F.3d at 175. "'A dispute

is genuine if the evidence about the fact is such that a reasonable

jury could resolve the point in the favor of the non-moving

party.'" Thompson, 522 F.3d at 175 (quoting Sánchez v. Alvarado,

101 F.3d 223, 227 (1st Cir. 1996)). "A fact is material if it has

the potential of determining the outcome of the litigation."

Maymí, 515 F.3d at 25.

B. Asset Purchase Agreement

Plaintiffs argue that the Defendants' motion for summary

judgment should have been denied because SMU failed to provide

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discovery that pertained to material facts. Plaintiffs contend

that the interrogatories included specific questions and requests

that would have influenced the outcome of the summary judgment

motion. We disagree.

District courts have broad discretion in determining the

timing of pre-trial discovery and we are reluctant to interfere

unless it clearly appears that "a discovery order was plainly wrong

and resulted in substantial prejudice to the aggrieved party."

Mack v. Great Atl. & Pac. Tea Co., 871 F.2d 179, 186 (1st Cir.

1989). The question here is whether, according to the APA, SMU

could be held liable for any malpractice claims stemming from acts

that occurred prior to it acquiring the hospital. We can discern

the answer to this question by simply reading the language of the

APA in the record we have before us. Article 1.1(a) of the APA

states in unambiguous language:

Sale of Assets. Subject to the terms and
conditions set fourth in this Agreement on
this date (the "Closing Date") and in this act
(the "Closing"), Sellers transfer, assign,
convey and deliver to Buyer, and cause the
transfer, assignment, conveyance and delivery
to Buyer of all rights, title and interests in
and to certain tangible assets consisting of
certain real properties, the buildings
thereon, equipment, and machinery, whether
installed or uninstalled, leasehold
improvements, office equipment and furniture,
certain telephone lines, licenses and other
assets (of every kind, nature, character and
description, whether real or personal, which
are used in the Facilities), including all
rights and interests which are held for use in
or relating in any manner to the Facilities

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 (hereinafter collectively the "Assets"), free
and clear of all claims, liens, charges,
liabilities, obligations, contracts, rights,
options, security interests, mortgages,
encumbrances and restrictions of any kind or
nature, whether absolute, accrued, contingent
or otherwise (collectively, the "Claims")
except for Permitted Liens (as defined in
Sections 3.2(c) and 3.3(c)).

Asset Purchase Agreement, March 12, 1999 (emphasis added).

While "Rule 56(f) allows a party opposing summary

judgment additional time to conduct discovery on matters related to

the motion," C.B. Trucking, Inc. v. Waste Mgmt., Inc., 137 F.3d 41,

44 (1st Cir. 1998), requests for additional discovery will not

always prevent the district court from acting on the motion for

summary judgment. See Bank One Texas, N.A. v. A.J. Warehouse,

Inc., 968 F.2d 94, 100 (1st Cir. 1992) ("'[A] court may grant

summary judgment despite an opposing party's claim that discovery

would yield additional facts where the opposing party has not

alleged specific facts that could be developed through such

discovery.'" (quoting Taylor v. Gallagher, 737 F.2d 134, 137 (1st

Cir. 1984))). In their opposition to summary judgment, the

Plaintiffs failed to demonstrate how additional discovery might

advance their cause. Moreover, in light of the clear wording of

the APA, we do not believe they can make such a showing. The

interrogatories that SMU allegedly failed to answer addressed facts

pertaining to the medical record and the treatment provided to JVR

in 1988. These interrogatories did not go to whether SMU had

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acquired the liabilities of its predecessor, and so they were

irrelevant.2

The discovery pertaining to the APA itself was also

irrelevant. The document spoke for itself. Given the language of

the APA, it was clear to the district court, as it is clear to us,

that the answers that Plaintiffs sought would not have changed the

outcome of the case.3 See id. The terms and conditions of the APA

clearly demonstrate that SMU did not assume "any obligations or

liabilities in connection with or related to the Facilities, or

which may affect the Assets, or to which the Facilities or the

Assets are subject or by which they may be bound, or any

liabilities or obligations of the Sellers which relate in any

manner to the operation of the Assets and the Facilities on or

prior to the agreement." Asset Purchase Agreement, art. 1.9(a).

2
For example, the Plaintiffs requested answers to the following
interrogatories: (1) State whether SMU or the University of
Puerto Rico assert or asserted that facts alleged in the complaint
are an indemnifiable event pursuant to article 9 of APA. Provide
copies of documents relating to this assertion and provide the
basis for such assertion. (2) State whether SMU or UPR notified
any of the Sellers of the APU regarding the filing or facts of
present case. Provide copy of relevant documentation.
3
For example, the Plaintiff requested answers to the following
admissions: (1) Admit that the APA does not specifically waive
buyer's responsibility for malpractice claims with respect to facts
that occurred prior to the execution of the APA. (2) Admit that
the APA does not specifically waive buyer's responsibility for
malpractice claims initiated or filed after the execution of the
APA. (3) Admit that plaintiffs were not parties to the APA. (4)
Admit that plaintiffs did not consent to the APA.

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The terms of the APA are clear and unmistakable and Plaintiffs'

claims fail.

There is no allegation that SMU was the owner of the

hospital when JVR was born, or that it became the successor in

interest of the prior owner. As the APA demonstrates, the contract

between UPR, HFSA, and other entities, specifically and expressly

states that the sale of the assets was made "free and clear of all

claims, liens, charges, liabilities, obligations, contracts,

rights, options, etc." Asset Purchase Agreement, art. 1.1. The

very terms of the APA demonstrate that SMU cannot be held liable

for any acts or omissions of the previous owners and/or operators

of the hospital.4

III. Conclusion

For the reasons mentioned above, we affirm the district

court's grant of summary judgment.

Affirmed.

4
Because we find that Defendants are entitled to summary judgment
based on the APA, we do not need to examine the issues raised by
the Eleventh Amendment defense.

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