Superior MRI Services, Inc. v. Alliance Healthcare Services, Inc.
2015 U.S. App. LEXIS 2441
5th Cir.2015Background
- P&L Contracting, Inc. operated a mobile MRI business and filed Chapter 7 bankruptcy on January 19, 2012. In its bankruptcy schedules P&L listed an October 1, 2011 assignment of “MRI Service agreements” to Superior MRI Services, Inc.
- Superior filed articles of incorporation on November 28, 2011; P&L dissolved November 15, 2012. The alleged interference incidents occurred before Superior’s incorporation date.
- Superior sued Alliance for tortious interference (with contracts and prospective business relations), asserting it acquired P&L’s contractual rights as successor-in-interest.
- Alliance mounted a factual challenge to Superior’s prudential standing, submitting public records (Secretary of State, bankruptcy court, health board, Treasury) showing timing and lack of assignment documentation.
- The district court found Superior failed to prove it acquired P&L’s contractual rights or ratified any pre-incorporation assignment, and therefore lacked prudential standing to assert P&L’s rights; it dismissed the tortious-interference claims.
- The Fifth Circuit affirmed, concluding Superior produced no assignment agreement or hospital consents, offered no evidence of post-incorporation ratification, and Lexmark did not eliminate the prudential rule requiring a party to assert its own rights.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether Superior has prudential standing to assert P&L’s contract rights | Superior: P&L assigned MRI service agreements to Superior (per bankruptcy schedule); Superior later finalized incorporation and ratified assignment | Alliance: No written assignment document; assignment pre-dated Superior’s corporate existence; hospital contracts prohibit assignment without written consent; no evidence of ratification or hospital consent | Held: Superior failed to prove prudential standing by a preponderance; dismissal affirmed |
| Whether the bankruptcy-schedule statement alone proves assignment of the specific contracts | Superior: The schedule listing suffices to show assignment | Alliance: Schedule is vague and insufficient to prove assignment of the specific agreements at issue | Held: Schedule statement alone is inadequate; Superior produced no assignment instrument showing these specific contracts were assigned |
| Whether pre-incorporation acts bind the later-formed corporation absent ratification | Superior: Conduct and business activities before formal filing show intent/ratification | Alliance: Even if pre-incorporation assignment occurred, Superior offered no evidence of post-incorporation ratification | Held: Pre-incorporation acts require clear post-incorporation ratification to bind the corporation; Superior offered no such proof |
| Whether Lexmark abolishes prudential standing principle requiring a plaintiff to assert its own rights | Superior: Lexmark undermines prudential standing limits | Alliance: Lexmark addresses zone-of-interests only; it does not eliminate the separate prudential rule that a plaintiff must assert its own rights | Held: Lexmark does not control here; the court continues to apply the prudential rule that plaintiffs must assert their own rights |
Key Cases Cited
- St. Paul Fire & Marine Ins. Co. v. Labuzan, 579 F.3d 533 (5th Cir. 2009) (standards for reviewing standing and prudential standing principles)
- Paterson v. Weinberger, 644 F.2d 521 (5th Cir. 1981) (distinguishing facial and factual attacks on standing and evidentiary burdens)
- Irwin v. Veterans Admin., 874 F.2d 1092 (5th Cir. 1989) (plaintiff must prove subject-matter jurisdiction by a preponderance in a factual attack)
- Irwin v. Department of Veterans Affairs, 498 U.S. 89 (Sup. Ct. 1990) (affirming standard on evidentiary showing for jurisdictional facts)
- Lexmark Int’l, Inc. v. Static Control Components, Inc., 134 S. Ct. 1377 (2014) (clarifying that the zone-of-interests test is a matter of statutory interpretation rather than a blanket prudential jurisdictional bar)
- Pearl Realty Co. v. Wells, 145 So. 102 (Miss. 1933) (promoter agreements may bind a corporation if ratified after incorporation)
- Danos v. Jones, 652 F.3d 577 (5th Cir. 2011) (applying prudential-standing requirement that a party must assert its own rights)
- Exelon Wind 1, L.L.C. v. Nelson, 766 F.3d 380 (5th Cir. 2014) (federal appellate adherence to circuit precedent absent Supreme Court contrary holding)