Foundation for Seacoast Health v. Hospital Corp. of America, 71 A.3d 736

Foundation for Seacoast Health sued to enforce a repurchase right under the 1983 Asset Purchase Agreement regarding Portsmouth Regional Hospital.
HCA and HCA-NH allegedly breached Section 5.2.11(a) by a 1999 inter-company transfer and a 2006 group of transactions.
Foundation argues the provision creates an assignable right to purchase the Hospital's tangible assets after any transfer, not just third-party sales.
Trial court found the 1999 transfer breached 5.2.11(a) but held the Foundation’s right to purchase did not arise absent a third-party sale; remedy was limited to undoing the 1999 transfer and awarding attorney’s fees for liability.
On remand, the court bifurcated liability and remedy proceedings; the court eventually held the Foundation’s right was limited to third-party sales and awarded equitable relief to undo the 1999 transfer, but the monetary damages were denied.
Appellate court affirmed in part and reversed in part, upholding the interpretation of 5.2.11(a) as ambiguous and sustaining the remedy awarded while reversing the fee award related to material breach.
The decision clarifies that the Foundation had no contractual right to buy absent a third-party sale, and that the remedy to undo the 1999 transfer was appropriate even though the breach was later found not material.

Issue	Plaintiff's Argument	Defendant's Argument	Held
Whether 5.2.11(a) grants a right to repurchase only after a third-party transfer.	Foundation contends ‘Thereafter’ means after any Transfer.	HCA-NH argues ‘Thereafter’ follows a Bona Fide Offer and notice.	Ambiguous; Court adopts meaning that requires third-party offer and notice for the right to purchase.
Whether the Foundation had a contractual right to specific performance or damages for the 1999 transfer.	Foundation asserts rights to specific performance and damages for breach.	Defendants argue no such right unless the 5.2.11(a) terms are satisfied.	Foundation had no right to purchase absent third-party sale; specific performance not warranted; damages not awarded.
Whether the trial court’s remedy to undo the 1999 transfer was appropriate.	Argues for enforcement of rights to purchase.	Seeks limitation consistent with 5.2.11(a) interpretation.	Remedy to undo the 1999 transfer appropriately enforced Section 5.2.11(a).

Birch Broad. v. Capitol Broad. Corp., 161 N.H. 192 (2010) (contract interpretation—ambiguous terms clarified by context)
Behrens v. S.P. Constr. Co., 153 N.H. 498 (2006) (ambiguous contract terms; use extrinsic evidence to aid interpretation)
Foundation I v. HCA Health Servs. of NH, 157 N.H. 487 (2008) (intermediate ruling on ROFR/5.2.11(a) ambiguity basis)
Glick v. Chocorua Forestlands Ltd. P’ship, 157 N.H. 240 (2008) (right of first refusal; interplay with remedies)
Dover Mills Partnership v. C.U. Ins. Co., 144 N.H. 336 (1999) (prejudice central to material breach determination)