Attorney Stuart James, special counsel for Walker County, Ga., said an agreement by the Hospital Authority of Catoosa, Dade and Walker counties to settle litigation with Erlanger Health System was invalid.
The Hospital Authority board members met recently on the matter involving Erlanger's management of Hutcheson Medical Center at Fort Oglethorpe, which ultimately filed bankruptcy and was closed.
Erlanger has sued Walker County seeking payment of a $10 million guarantee related to money that Erlanger put into Hutcheson. Federal Judge Harold Murphy has upheld Erlanger's claim and dismissed a counter-claim filed by Walker County.
In a letter sent to Tom Weldon, attorney for the Hospital Authority, attorney James noted "concerns for the approval and signing of the agreement with Erlanger."
He said the May 2 board meeting "was called without appropriate notice making any votes taken during that meeting invalid and the meeting itself illegal. The majority of the Authority’s members asked repeatedly to review the final version of the settlement agreement; however, those requests were ignored by the Authority’s own counsel.
"As a result of this action and the fact that Erlanger made threats to initiate legal action against individual members of the Authority, five members retained legal counsel to provide advice and guidance to them. The members put the Authority’s attorney Tom Weldon, and Chair Dr. Weldon (Tom’s father) on notice that the May 2 vote was merely to negotiate and was not approval of any specific agreement, and advising them not to enter into a final agreement until their new independent attorney could review the information and provide legal guidance; and, until another board meeting could be called to vote on the final product.
"Hospital Authority Chairman Tom Weldon signed the agreement without the full knowledge and consent of Authority members, undermining the wishes and requests of the majority of the Authority. Because of this, Walker County declined to honor the demand made of Walker County Sole Commissioner Bebe Heiskell."
Attorney James said, “No entity wants this put behind us more than Walker County. However, we simply cannot accept an invalid agreement that a majority of the Authority members did not have the opportunity to review with their personal legal counsel.
“The type of unconscionable threats individual members received and the fact that the Authority’s attorney set up meetings without proper and legal notice give us even more reason to pause and think about what is in the best interests of the citizens of Walker County. Clearly, the Authority’s counsel and Chair have one opinion, and the majority of the Authority has another.”
Attorney James listed:
FACTS FROM WALKER COUNTY
June Letter from Walker County Special Counsel Stuart James to Tom Weldon, Attorney for the Hospital Authority
1. Hospital Authority conducts meeting on May 2 without appropriate notice to members.
2. Authority members vote to authorize the Authority’s Counsel to negotiate a final settlement and bring the results to the Authority for full review and consideration.
3. Five members request that the next meeting be set only after they have had at least 48 hours to review information regarding a final settlement.
4. Five members of Authority raise concern about meeting notice; request meeting to discuss settlement issue and to review final version of the settlement agreement.
5. Attorney Weldon and Authority Chair Dr. Weldon called several meetings that the majority of the Authority were unable to attend, none of which calls had proper notice.
6. The five members reiterate the request to review the final version of the settlement agreement.
7. Those requests were ignored.
8. Several Authority members retain Frank Jenkins to represent them individually. Attorney Jenkins is not consulted prior to Dr. Weldon sending the demand.
9. The Hospital Authority’s attorney and Chair conspired to sign the agreement, dismiss the counter claim, and make a demand on Walker and Catoosa Counties, knowing the majority of the Authority members question the propriety and legality of signing the agreement.
10. Dr. Weldon signed the agreement in spite of knowing that a majority of the Authority specifically placed the Authority’s attorney and Chair on notice so they could seek advice from personal legal counsel.
11. The signed agreement is document that was not reviewed by the Authority and entered into after an illegal and improperly called meeting.
12. The Erlanger settlement agreement and demand letter were signed and mailed before any Authority member could review the full text, attachments and contents- - with the exception of Dr. Weldon.
13. The actions of the Authority’s attorney and Chair reflect an intentional and purposeful act to undermine the wishes of the majority of the Authority.
14. Walker County declines to honor the illegal and improper demand made in the June 10 letter to Commissioner Heiskell.
15. Walker County is determining the impact of actions made form the signing of the Authority/ Erlanger settlement and what legal actions it should take.