EXCLUSIVE CONTRACT

Imaging Res. Group, L.L.C. v. Health Mgmt. Assoc. Inc., No. 4:05CV209 (N.D. Miss. July 11, 2006)

In 2001, a hospital and a radiology provider entered into an exclusive 36-month MRI services agreement. Following its execution, the MRI services agreement was amended four times, including one handwritten amendment to the termination provision. In 2004, the hospital and the radiology provider agreed to a five-year extension of the MRI services agreement. However, less than one year after this extension, the hospital began to negotiate with another provider of radiology services. Before those parties could agree on a new agreement, the original radiology provider filed suit against the hospital, alleging breach of contract. The United States District Court for the Northern District of Mississippi denied both parties' motions for summary judgment, ruling that the terms of the MRI services agreement were ambiguous and further testimony was needed. However, the court stated that its "inclination" was to conclude that no breach of contract had yet occurred and the MRI services agreement remained in effect. The court also stated that the amendments to the termination clause of the MRI services agreement caused that term to be far from clear and questioned whether the hospital had the ability to terminate the MRI services agreement without cause.