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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