Goldblum v. BoydGoldblum v. Boyd
An exception of no cause of action filed by plaintiff, defendant-in-reconvention, to the petition and reconventional demand of the defendant Doctors’ Hospital, Inc., having been sustained, Doctors’ Hospital, Inc., appealed.
Plаintiff, Mrs. Goldblum, brought this action as executrix of the succession of Dr. George J. Woolhandler against Doctors’ Hospital, Inc., and a number of stockholders of the corporation, the object of which was tо rescind and set aside three
In filing its answer, defendant Doctors’ Hospital inсluded a reconventional demand through which it sought to recover, under the Louisiana antitrust laws (
Charter Medical Corporation was described as the owner and operator of Physicians and Surgeons Hospital, one of thе alleged five general-service hospitals in the Shreveport area, which, as well as Doctors’ Hospital, was alleged to be in commerce in North Louisiana, serving patients from that and surrounding areas.
The business of the Doctors’ Hospital was managed by a board of directors composed of stockholders, of which board Dr. C. Elmo Boyd was chairman and Dr. George J. Woolhandler, vice chairman.
It is alleged that, on a date prior to February 28, 1971, Charter Medical Corporation and certain named owners of stock of the defendant Doctors’ Hospital entered into an agreement, combinаtion, or conspiracy to monopolize a part of the hospital trade in the City of Shreveport and surrounding areas of Northwest Louisiana by obtaining for Charter the ownership of and, in some instancеs, options to purchase a majority of the stock of Doctors’ Hospital. Charter‘s maneuvers with its allies to acquire ownership and control of Doctors’ Hospital includes the alleged solicitаtion by the individuals of their friends and acquaintances owning stock of Doctors’ Hospital to sell it to Charter or to grant it options thereon including the right to vote. Those of the alleged coconspiratоrs who were physicians and had customarily brought patients to the hospital allegedly let it be known generally and threatened that, unless Charter obtained substantial ownership and at least voting control of Doctors’ Hospital and replaced the existing management, they would cease patronizing Doctors’ Hospital. These individuals publicly announced threats of a boycott to assist Charter and thus obtain control of the defendant Doctors’ Hospital. Plaintiff-in-reconvention alleges that when the aforesaid efforts were unsuccessful the boycott was placed in effect.
This failure on the part of Charter and its allies allegedly resulted from the fact that in the confrontation between the two factions which ensued Dr. Boyd, chairman, Dr. Woolhandler, vice chairman, in whose right Mrs. Goldblum brought this action, and the then management of the hospital were supported by the owners of a majority of the shares of stock of the corporation. After the initially unsuccessful effort by Charter and its alleged coconspirators, a number of individuals allied with Charter allegedly conducted and are conducting an active boycott of Doctors’ Hospital which has resulted in damage to the hospital by reducing its gross earnings, as
Plаintiff-in-reconvention alleges and concludes from the above statement of facts that Mrs. Goldblum, individually and as executrix, by her continuing active participation and assistance to Charter, with full knowledge of the aforesaid purposes of the combination, has made herself a party to such combination, conspiracy, and agreement to monopolize the business as described above and that, as a result, she is responsible along with Charter and the other individual members of the alleged conspiracy for all damages caused thereby to plaintiff-in-reconvention.
The only issue determined by the judgment appealed and before this court is that concerning the sufficiency of the petition in reconvention to state a cause of action.
The allegation of the reconventional demand, briefly restated, is that the Charter Medical Corporation and its associates set out to monopolize commerce and hospital facilities in North Louisiana by adding to the general-service hospitals already owned and operated by Charter the additional hospital owned and operated by the defendant Doctors’ Hospital, and that Mrs. Goldblum, as executrix, allegedly joined in the consрiracy to monopolize a part of the hospital business in Northwest Louisiana by agreeing to accept a premium price for her stock and actively assisting Charter by lending her name to this lawsuit in ordеr to obtain control of the majority of the Doctors’ Hospital stock.
Monopolies, trusts, combinations, or conspiracies in restraint of trade are prohibited:
“. . . all combinations, trusts, or conspirаcies in restraint of trade, commerce or business, as well as all monopolies or combinations to monopolize trade, commerce or business, are hereby prohibited in the State of Louisiаna, . . . .”
Moreover,
“No person shall monopolize, or attempt to monopolize, or combine, or conspire with any other person to monopolize any part of the trade or commerce within this stаte. * * *”
In the same tenor,
“A. No corporation, engaged in commerce, shall acquire, directly or indirectly, the whole or any part of the shares of another corporation, engaged in the same line of commerce, where the effect of the acquisition:
” (1) May be to substantially lessen competition between the corporation whose stock is acquired and the corporation making the acquisition;
“(2) May be to restrain commerce in any section or community; or
“(3) Tends to create a monopoly in any line of commerce.”
“Any person who is injured in his business or property by any person by reason of any act or thing forbidden by this Part may sue in any court of competent jurisdiction and shall recover three-fold the damages sustained by him, the cost of suit, and a reasonable аttorney‘s fee.”
Mrs. Goldblum‘s position in this court, as it was in the district court, is that she may dispose of the property under her control as she chooses. This position ignores the fact that her agreement with Charter went further in that she allegedly agreed, in consideration of a premium price for her stock, to assist Charter in its efforts to remove the aforenoted encumbrances, by this suit, from the Woolhandler stock so аs to enable her to effect a sale thereof to Charter.
From our review of the allegations of the original petition, amplified by those supplemental thereto, and from our appreciation and understanding of the statutory law, quoted hereinabove, we are of the opinion that the petition in reconvention disclases a cause of action and that the judgment sustaining the exception thereto was erroneous.
The judgment appealed is accordingly annulled, avoided, reversed, and set aside, and the exception of no cause of action is overruled. This cause is accordingly remanded to the Honorable First Judicial District Court in and for Caddo Parish, Louisiana, for further proceedings consistent with the views herein expressed and in accordance with law.
The cost of this appeal is assessed to appellee; the assessment of all other costs is to await final determination of this cause.
Reversed and remanded.