Emergency Staffing Solutions, Inc. v. Morehouse Parish Hosp. Serv. Dist. No. 1 (Full Text)

Case 3:10-cv-00157-KLH Document 23 Filed 01/18/11 Page 1 of 11 PageID #: 205

IN THE UNITED STATES DISTRICT COURT

FOR THE WESTERN DISTRICT OF LOUISIANA

MONROE DIVISION

EMERGENCY STAFFING SOLUTIONS, INC.

* CIVIL ACTION NO. 10-00157

VERSUS

MOREHOUSE PARISH HOSPITAL
SERVICE DISTRICT NO. 1 d/b/a
MOREHOUSE GENERAL HOSPITAL

* JUDGE ROBERT G. JAMES

* MAG. JUDGE KAREN L. HAYES

MEMORANDUM RULING

Before the undersigned Magistrate Judge are dueling motions for summary judgment.

Doc. # 10, doc. # 11. For reasons stated below, Emergency Staffing Solutions, Inc.’s motion is

GRANTED, and Morehouse Parish Hospital Service District No. 1 d/b/a Morehouse General

Hospital’s motion is DENIED.

BACKGROUND

Plaintiff Emergency Staffing Solutions (“ESS”) is a hospital staffing services company

which provides various administrative services to hospitals, including arranging for emergency

physician coverage and hospitalist physician coverage to hospitals. Compl., Feb. 4, 2010, ¶ 5

[Doc. # 1]. Plaintiff’s complaint alleges breach of contract against defendant, Morehouse Parish

Hospital Service District No. 1 d/b/a Morehouse General Hospital (“Morehouse General”). See

Doc. # 1.

On July 1, 2007, ESS entered into a Hospitalist and Emergency Department Services

Agreement (“Agreement”) with Morehouse General. Doc. # 1, ¶ 6. Pursuant to the Agreement,

ESS identified and provided qualified physicians to staff Morehouse General’s emergency

medicine department. Mem. in Suppo. of Pl.’s Mot. for Summ. J., Doc. # 11-1, p. 1.

Included in the Agreement is the following clause, entitled “Restrictive Covenant”:

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In recognition that ESS expends substantial resources and efforts to
make qualified physicians available to serve as Providers, Hospital
agrees that, during the Term of this Agreement including any
extensions thereof, and for a period of 12 months after the
termination or expiration of this Agreement regardless of cause,
Hospital will not directly or indirectly (including, without
limitation, through a controlled affiliate) solicit, retain, employ,
contract with or otherwise engage or be the beneficiary of the
professional services of any Provider who (a) was presented to
Hospital by ESS as a prospective Provider within a six month
period prior to date of termination or expiration of this Agreement,
or (b) provided either administrative or medical services to satisfy
ESS’ obligations under this Agreement at Hospital. In addition,
Hospital agrees that it will not induce, persuade, or attempt to
persuade any Emergency Physician or prospective Emergency
Physician to refuse to provide services or terminate his or her
relationship with ESS, its agents or affiliates. Any current
physicians working in the Hospital do not apply to this Restrictive
Covenant. Notwithstanding the provisions of Section 10(A), ESS
may, in its sole discretion, elect to waive the provisions of Section
10(A) for any Emergency Physician subject to such provision;
provided however, that ESS shall be compensated for each such
Emergency Physician in the amount of Fifty Thousand Dollars
($50,000).
Agreement, Compl. Ex. 1 [Doc. # 1-1], § 10(A).

Pursuant to Section 1 of the Agreement, Morehouse General terminated the Agreement

with ESS via written letter on March 17, 2009. Mem. in Supp. of Pl.’s Mot. for Summ. J., Ex.

A-2 [Doc. # 11-4]. Thereafter, ESS alleges, Morehouse General breached Section 10(A) of the

Agreement by failing to wait the twelve (12) month waiting period prior to “soliciting and/or

retaining” four Emergency Physicians provided by ESS. Compl., Doc. # 1, ¶ 9. ESS seeks to be
1

In th e C om p la in t , p la in t iff a l le ge s th a t M o re ho u se G e ne ra l, “w itho u t w a it ing th e 1 2 -m o n th p e r io d
1
d e sc r ib e d in S ec tio n 1 0 (A ) o f th e A g re em e n t , so l ic ite d a nd /o r re ta in e d a t lea s t th e fo u r ind iv idu a ls id e n tifie d
in . . .pa rag rap h 7 . ..” D o c . # 1 , ¶ 9 (em p ha s is ad d ed ) . T he fo u r Em e rg en cy P hy s ic ian s p ro v id ed b y E S S to M o reh o u se
G en e ra l we re L o r r is M e tz le r , P a t r ick G ra yso n , D a le R . M ad d o x , an d G b o lah an S o ko ya . Id . a t ¶ 7 . H ow ev e r , in i ts
m o t io n fo r summ a ry judgm en t , E SS a s se r ts o n ly th a t D r s . M e tz le r , G r ayson , and So ko ya “co n tinu ed to wo rk a t th e
h o sp i ta l” a fte r th e A g re em e n t w a s te rm in a te d o n J u ly 1 , 2 0 0 9 . D o c . # 1 1 -1 , p . 3 . A d d i t io n a lly , E SS d em a n d s th a t
M o r e ho u se G e n e ra l “b e o r d e re d to p a y E SS th e c o n tra c tu a lly a g re e d up o n am o u n t o f $ 1 5 0 ,0 0 0 ,” o r $ 5 0 ,0 0 0 fo r ea c h
d o c to r a l leg ed ly re ta ine d b y d e fen d an t (D rs . M e tz le r , G ra yso n , an d S o ko ya ) . Id . a t p . 11 . T h e r e fo r e , th e co u r t
a ssum e s th a t a ny a lle g ed “ so l ic ita tio n a nd /o r re ta inm e n t” o f D r . D a le R . M a d d o x b y M o r e ho u se G e n e ra l is n o t a t

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paid $50,000 per physician retained and/or solicited by Morehouse General within the twelve

(12) months following the termination of the Agreement. Id., Prayer, ¶ 2.

In requesting summary judgment, defendant Morehouse General asserts that Section

10(A) of the Agreement, labeled “Restrictive Covenant” and sought herein to be enforced by

ESS, is a covenant not co compete against public policy, and is null and void pursuant to La. R.S.

23:291. Def.’s Mem. in Supp. of Mot. for Summ. J., Doc. # 10-1. Therefore, defendant argues,

Morehouse General is not required to abide by Section 10(A), and is not liable to ESS for the

damages asserted. Id.

In plaintiff’s motion for summary judgment, ESS contends that Section 10(A) is not a

covenant not to compete at all and is therefore not governed by La. R.S. 23:291. Mem. in Supp.

of Pl.’s Mot. for Summ. J., Doc. # 11-1, p. 2. ESS further argues that the Agreement is simply a

staffing services contract providing for the compensation of the staffing services company, ESS,

in the event that Morehouse General continued to utilize the physicians’ services after

terminating the Agreement. Id. As such, ESS concludes, the Agreement should be enforced and

Morehouse General should be required to pay the agreed upon amount to ESS. Id.

Motion for Summary Judgment Standard

LAW AND ANALYSIS

Summary judgment is appropriate when the evidence before the Court shows that no genuine

issue as to any material fact exists and that the moving party is entitled to judgment as a matter of

law. F.R.C.P. Rule 56(c); Celotex Corp. v. Catrett, 477 U.S. 317, 322 (1986). An issue is “genuine”

under this standard if the non-moving party has presented sufficient evidence such that a reasonable

jury could return a verdict in his favor. Anderson v. Liberty Lobby, Inc., 477 U.S. 242, 248 (1986).

is su e in th is l i t ig a t io n .

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The moving party bears the initial burden in summary judgment and must demonstrate

through portions of the pleadings, depositions, answers to interrogatories, admissions and/or

affidavits that no genuine issue of material fact exists. Celotex Corp., 477 U.S. at 323. Once the

moving party has successfully demonstrated the absence of a genuine issue of material fact, the

burden shifts to the non-moving party to show the opposite. Matsushita Elec. Indus. Co. v. Zenith

Radio Corp., 475 U.S. 574, 586 (1986). In doing so, the non-moving party may not merely rely on

the allegations and conclusions contained within the pleadings; rather, he “must go beyond the

pleadings and designate specific facts in the record showing that there is a genuine issue for trial.”

Wallace v. Texas Tech Univ., 80 F.3d 1042, 1047 (5th Cir. 1996). Furthermore, these specific facts

must be shown through something more than “some metaphysical doubt as to the material facts, by

conclusory unsubstantiated allegations, or by a mere scintilla of evidence.” Little v. Liquid Air.

Corp., 37 F.3d 1069, 1075 (5th Cir. 1994).

II.

Enforceability of Section 10(A), “Restrictive Covenant”

Under Louisiana law, if a contract’s terms are clear, “the court will enforce the contract as
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written, provided the agreement is not contrary to good morals or public policy.” CDI Corporation

v. Hough, 2008-0218 (La.App. 1 Cir. 3/27/09), 9 So.3d 282, 287 (citing First Nat. Bank of

Commerce v. City of New Orleans, 555 So.2d 1345, 1348 (La. 1990)). Parties are free to contract

for any lawful, possible, and determinable objective. La. Civ.Code art. 1971. Such “freedom to

contract” illustrates that parties to an agreement “have the right and power to construct their own

bargains.” CDI Corporation, 9 So.3d at 287 (citing Louisiana Smoked Products, Inc. v. Savoie’s

Sausage and Food Products, Inc., 96-1716 (La. 7/1/97), 696 So.2d 1373, 1380). However, if a

T h e A g r e em en t b e tw e en E SS and M o r ehou s e G en e r a l p ro v id e s th a t Lo u is ian a law ap p l ie s reg a rd ing th e
2
v a l id i ty , co n s tru c tio n , en fo r c em en t and in te rp r e ta t io n o f th e A g r e em en t . C om p l . , E x . A [D o c . # 1 -1 , § 1 7 ] .

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proposed bargain is found to be contrary to public policy, the state may legitimately restrict the

parties’ right to contract. Louisiana Smoked Products, 696 So.2d at 1381. “Therefore, in a free

enterprise system, parties are free to contract except for those instances where the government places

restrictions of public policy.” CDI Corporation, 9 So.3d at 288 (citing Louisiana Smoked Products,

696 So.2d at 1381).

Here, Morehouse General contends that the Agreement in question is one of those

“instances.” Specifically, defendant contends that Section 10(A) of the Agreement is an invalid

covenant not to compete and is unenforceable on grounds of public policy. Doc. # 10-1, p. 5.

In Louisiana, covenants not to compete, and other similar restraints on robust competition,

are generally disfavored, and, historically, courts have strictly construed such agreements. Louisiana

Smoked Products, Inc. v. Savoie’s Sausage and Food Products, Inc., 96-1716 (La. 7/1/97), 696 So.2d

1373, 1380. Accordingly, “every contract or agreement, or provision thereof, by which anyone is

restrained from exercising a lawful profession, trade, or business of any kind, except as provided in

this Section, shall be null and void.” La. Rev. Stat. Ann. § 23:921(A)(1) (2005).

In support of its argument that Section 10(A) is invalid on public policy grounds, Morehouse

General argues that Section 10(A) “clearly restrains ‘physicians,’ as well as Morehouse General from

‘exercising a lawful profession, trade, or business of any kind,’” making the provision null and void

pursuant to La. R.S. 23:921(A)(1). Doc. # 10-1, p. 10. Morehouse General expounds on this claim

in its reply to plaintiff’s opposition to defendant’s motion for summary judgment, again asserting

that it is “[w]ithout question, [that] the physicians who previously contracted with ESS prior to

Morehouse General’s termination of the Agreement were restrained…from working at Morehouse

General following the termination of the Agreement.” Doc. # 22, p. 3. However, the evidence

submitted illustrates that Drs. Lorrie Metzler, Patrick Grayson, and Gbolahan Sokoya continued to

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work at Morehouse General after the Agreement was terminated, and worked “for at least some

portion of the following time frame: July 1, 2009 through July 1, 2010.” Def.’s Resp. to Pl.’s First

Set of Req. for Admis., Nos. 7-8, 10, Ex. B to Pl.’s Mot. for Summ. J. [Doc. # 11-6]. The doctors,

therefore, have not been “restrained” in any way, as defendant admits that the doctors continued to

work at Morehouse General following the termination of the Agreement. Id.
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Further, and more importantly, the undersigned is not convinced that Section 10(A) is the

type of agreement that is subject to Louisiana Revised Statutes 23:921(A)(1) at all. Section 10(A)

does not prevent Morehouse General from exercising its trade, profession, or business; indeed,

defendant offers no allegations that it has not been able to engage in full operations as a result of

entering into the Agreement. Decl. of Shonda Rupe, Ex. A to Pl.’s Mot. for Summ. J. [Doc. # 11-2

at ¶ 12]. Rather, Section 10(A) merely restricts those medical service providers that defendant can

“solicit, retain, employ, contract with or otherwise engage or be the beneficiary of the professional

services of…” Agreement, Doc. # 1-1, § 10(A). Additionally, there is no evidence that plaintiff and

defendant are business competitors, as plaintiff is a staffing services company that provided medical

care providers to defendant, a hospital.

Accordingly, the language of Section 10(A) does not evidence a covenant not to compete,

but rather is indicative of a “non-solicitation of employees clause.” Various Louisiana courts have

held that non-solicitation of employees clauses are not prohibited by Louisiana’s non-compete

statute, La. R.S. 23:291. See CDI Corp. v. Hough, 2008-0218 (La.App. 1 Cir. 3/27/09) 9 So.3d 282;

Smith, Barney, Harris Upham & Co., Inc. v. Robinson, 12 F.3d 515 (5th Cir. 1994) (per curiam);

Johnson Controls, Inc. v. Guidry, 2010 WL 2773234, *10 (W.D. La. 7/12/10), 724 F.Supp.2d 612.

T o the ex ten t th a t M o re ho u se G en e ra l a t tem p ts to a rg u e tha t th e p hys ic ian s them se lve s – D rs . Lo r r ie
3
M e tz le r , P a tr ic k G ra yso n , a nd G b o la h an S o k o ya – h av e b e e n re s tra in e d from “e x e rc is in g a law fu l p r o fe ss io n , tra d e ,
o r bu s in e s s o f any k ind ,” th e co u r t no t e s th a t th e d o c to r s a r e no t a p a r ty to th is l i t ig a t io n .

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See also, John Jay Esthetic Salon, Inc. v. Woods, 377 So.2d 1363 (La.App. 4 Cir. 1979), writ denied,

395 So.2d 1363 (La. 1981) (“[a]n agreement not to engage in competition with the employer is vastly

different from an agreement not to solicit the employer’s customers or employees or to engage in a

business relationship with the employees or contractors,” 377 So.2d at 1366); Emergency Physicians

Ass’n v. Our Lady of the Lake Regional Medical Center, 92-2090 (La.App. 1 Cir. 2/11/94), 635

So.2d 1148, writ granted and judgment vacated in part on other grounds, 94-1268 (La. 9-16-94),

642 So.2d 179.4

In CDI Corp., the defendant, Hough, entered into an employment agreement which included

a non-solicitation of employees clause. CDI Corp., 9 So.3d at 284. Despite the clause, Hough

solicited and hired away CDI employees in contravention of the agreement. Id. at 285. After the

defendant sought to avoid the agreement’s enforcement on the basis of La. R.S. 23:921, Louisiana’s

First Circuit found the statute inapplicable to non-solicitation of employees clauses. Id. at 292. The

court noted that the Federal Fifth Circuit, using the current version of 23:921, had already found non-

solicitation of employees clauses to be enforceable, because they “simply do not meet the definition

of the kinds of contracts covered by [La. R.S. 23:291].” Smith, Barney, 12 F.3d at 519.

4
B o th J o h n J a y and Em e rg e n cy P h y s ic ia n s fo und th a t no n -so l ic ita tio n o f em p lo ye es c la use s w e re no t
p roh ib i ted by Lo u is ian a ’s no n -com p e te s ta tu te , a s no ted by th e co u r t in CD I C o rp . H ow ev e r , in CD I C o rp . , th e
co u r t w a s c le a r th a t its ho ld ing d id no t r e s t on e i th e r J o h n J a y o r Em e rg e n cy P h y s ic ia n s , a s th e tw o c a se s a d d r e sse d
a n e a r l ie r v e r s io n o f L a . R .S . 2 3 :2 9 1 . N e v e r th e le ss , th e CD I C o rp . co u r t fo und J o h n J a y and Em e rg e n cy P h y s ic ia n s
to b e in s tru c tiv e ; 9 S o .3 d a t 2 9 0 .

Em e rg e n cy P h y s ic ia n s is o f p a r t ic u la r re le va nc e to th e in s ta n t c a se , a s it invo lv e d a p rom ise b y O u r L ad y o f
th e L a k e H o s p ita l n o t to so l ic it th e in d iv id u a l p h ys ic ia n p a r tn e rs (“E PA ” ) o f th e p a r tn e rsh ip w i th wh om th e h o sp i ta l
co n tr a c ted to p ro v id e em e rg en cy room m ed ic a l se rv ic e s . C i t ing J o h n J a y , L o u is ia n a ’s F ir s t C i rc u it fo u n d th a t su c h
ag re em en ts w e re va l id and no t p ro h ib i ted b y L a . R .S . 2 3 :2 9 1 . Em e rg e n cy P h y s ic ia n s , 6 3 5 S o .2d a t 1 1 5 0 . In so
ho ld ing , th e c o u r t no te d th a t th e ho sp i ta l co u ld co n t inu e fu lfi l l ing its d u ty to th e c it iz en s o f B a to n R o u ge to p ro v id e
em e rg e nc y m ed ic a l se rv ic es and th a t th e ho sp i ta l w a s fre e to so l ic it o r co n tra c t w i th any p hys ic ia n o r g ro up o f
p hys ic ian s e x c ep t fo r th e p a r tn e rs o f E PA . Id . T h i s is s im i la r to the re s t r ic t io n in the in s tan t ca se : M o reh o u se
G en e r a l is c e r ta in ly no t p roh ib i ted from so l ic i t ing o r co n tr a c ting w i th any o th e r phy s ic ian s in M o r ehou s e P a r ish and
su rround ing a r e a s . Fu r th e r , M o r ehou s e G en e r a l is fr e e to co n t inu e to b e n e f i t from th e wo rk o f D r s . M e tz le r ,
G ra yso n , an d S o ko ya , so lo ng a s i t p ays E S S the com p en sa t io n ow ed un d e r th e te rm s o f th e A g re em en t .

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In Smith, Barney, the Fifth Circuit concluded that in order for a non-solicitation of employee

clause to violate La. R.S. 23:921, the clause would have to prohibit the party from soliciting or

recruiting everyone, not just current or former employees of the opposing party. Id. The court

further noted that La. R.S. 23:921(C), an exception to the non-competition statute, allows parties to

contract to prohibit an employee from engaging in similar business and from soliciting customers,

but is silent as to soliciting former employees. Id. The court reasoned that the omission was “an

implicit legislative recognition that, without more, a narrowly tailored covenant not to solicit

employees of the employer is not among the kinds of agreements covered by the statute.” Id. The

Fifth Circuit therefore held the non-solicitation of employees clause to be enforceable, and plaintiff’s

requested injunctive relief appropriate. Id.

As in CDI Corp. and Smith, Barney, Section 10(A) of the subject Agreement is narrowly

tailored and reasonable in scope. Section 10(A) limits Morehouse General’s ability to retain or

continue to benefit from the services of a small number of physicians – those who were placed with

the defendant hospital by ESS – and for a limited amount of time, twelve months. As the parties

herein are not competitors, ESS does not seek injunctive relief to prevent Morehouse General from

benefitting from the services of the physicians in question; rather, ESS seeks to obtain the

compensation defendant agreed to pay in the event it did retained the physicians upon termination

of the Agreement. Accordingly, the undersigned finds that Section 10(A) of the Agreement is not
5

5
M o r ehou s e G en e r a l pu t s fo r th th e a rgum e n t th a t it h a s n e i th e r “so l ic i ted no r co n tr a c ted w i th any o f th e
p hys ic ian s n am ed in p l a in t iff’s com p la in t , som e o f whom m ay h av e b e com e ind ep end en t co n tr a c to r s o f th e g roup
who to o k ov e r a fte r te rm in a t io n w i th E SS .” D o c . # 1 0 -1 , pp . 10 -1 1 . H ow ev e r , S e c t io n 10 (A ) o f th e A g r e em en t
c o n c e rn s n o t o n ly th e so l ic ita tio n , b u t a lso th e re ta inm e n t o f a ny p r o v id e r s th a t E SS p re se n te d to M o r e ho u se G e n e ra l
d u r ing th e re le va n t p e r io d :

“ . . .H o sp i ta l w i l l no t d i re c t ly o r ind i re c t ly .. .so l ic i t , r e ta in , em p lo y , co n t ra c t w ith o r o the rw ise
eng ag e o r b e the b en e f ic ia ry o f th e p ro fes s io n a l se rv ic e s o f an y P ro v id e r w ho (a ) w a s p re se n ted to
H o sp i ta l b y E S S a s a p ro sp e c t iv e P r o v id e r w i th in a s ix m o n th p e r io d p r io r to d a te o f te rm in a tio n o r
exp i ra t io n o f th is A g re em en t , o r (b ) p ro v id ed e i the r a dm in is t ra t ive o r m ed ic a l se rv ic e s to sa t is fy
E S S ’ o b l iga t io n un d e r th is A g re em en t a t H o sp i ta l .”

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governed by La. R.S. 23:921, and is enforceable as written.

Defendant correctly notes that another court in this District recently held that “[v]alid non-

solicitation clauses are therefore the exception, rather than the rule.” Ferrellgas, L.P. v. McConathy,

2010 WL 1010831, *3 (3/15/10 W.D. La.). However, this recent case concerned solicitation of a

business’s customers, not of a business’s employees. Id. While discussing the application of an

exception to the non-competition statute, La. R.S. 23:921(C), the court noted that

[A] non-solicitation clause must comport with the requirements of the governing
Louisiana statute to be enforceable. In general, a non-competition provision must be
strictly limited to designated parishes and contain a maximum term of two years. See
La. R.S. 23:921(C). The statute provides, in relevant part, that an employee “may
agree with his employer to refrain from carrying on or engaging in a business similar
to that of the employer and/or from soliciting customers of the employer within a
specified parish or parishes, municipality or municipalities, or parts thereof. Id.
While non-solicitation clauses are theoretically distinct from non-competition
clauses, they must still independently satisfy the requirements of La. R.S. 23:291(C).
Vartech Sys., Inc. v. Hayden, 260-61 (La.App. 1st Cir. 2006), 951 So.2d 247.

Id.

In the present case, even if Section 10(A) of the Agreement were governed by La. R.S.

23:921 – which it is not for the reasons described supra – it would “comport with the requirements”

of 23:921(C). Section 10(A) is for a period of less than two years; additionally, the location is

described with sufficient specificity (limited to a single hospital within a single municipality) such

that it meets the “or parts thereof” requirement for geographical specificity . La. R.S. 23:921(C).

Finally, Morehouse General argues, in a generalized manner, that if Section 10(A) of the

Agreement is upheld, “it would have a deleterious effect on Morehouse General, as well as the

residents of Morehouse Parish and the surrounding rural areas.” Doc. # 22, p. 10. Morehouse

A g re em en t , D o c . # 1 -1 , § 1 0 (A ) (em p h a s is ad d ed ) .

T h e r e fo r e , it w a s no t n e c e s sa ry fo r d e fend an t to a c t iv e ly so l ic i t th e p rov id e r s in qu e s tio n ; th e fa c t th a t th e
p ro v id e rs co n t inu e d w o rk ing a t M o re ho u se G e ne ra l a fte r th e ho sp i ta l te rm in a te d th e A g re em e n t is v io la tiv e o f
S e c t io n 10 (A ) .

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General provides the Affidavit of Cheryl Faulkenberry, BSN, R.N., who attests that

Any restriction on the ability of any company to provide emergency medical
physicians, which are in short supply, to staff the Emergency Department at
[Morehouse General] would be a hardship and burden on [Morehouse General] and
could lead to the inability of [Morehouse General] to maintain an Emergency
Department.
Affidavit of Cheryl Faulkenberry, Def.’s Mem. in Opp. to Pl.’s Mot. for Summ. J., Ex. 1 [Doc. # 14-
1, p. 2.]

However, Morehouse General does not expound on exactly how anyone in Morehouse Parish

would be affected by defendant paying the contractually agreed-upon sum to ESS. Nor does

Morehouse Parish, or, in her affidavit, Ms. Faulkenberry, explain how the defendant’s payment to

ESS would “restrict” defendant’s ability to operate its Emergency Department, or would further

exacerbate the “short supply” of physicians. Defendant offers no evidence that the Emergency

Department at Morehouse General is unable to provide adequate care to the residents of Morehouse

Parish; further, defendant does not explain how abiding by the Agreement would suddenly cause the

Emergency Department to suffer in its ability to serve Morehouse Parish. Moreover, Defendant cites

to no law that would allow a hospital (or anyone else) to breach a valid contract on the sole basis that

living up to the terms of same would cause it a financial hardship. Therefore, defendant has not

brought forth any reason why the subject Agreement, and Section 10(A) in particular, should not be

enforced as written.

CONCLUSION

For the above assigned reasons,

IT IS ORDERED that plaintiff, Emergency Staffing Solutions, Inc.’s motion for summary

judgment [doc. # 11] be GRANTED; it is further ORDERED that defendant, Morehouse Parish

Hospital Service District No. 1 d/b/a Morehouse General Hospital’s motion for summary judgment

[doc. # 10] be DENIED.

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THUS DONE AND SIGNED at Monroe, Louisiana, this 18th day of January, 2011.