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JACKSON COUNTY, )
MISSISSIPPI, )
)
Plaintiff, ) CIVIL ACTION NO.: 1:18-cv-00237
)
v. )
)
SINGING RIVER HEALTH )
SYSTEM AND SINGING RIVER )
MOB, LLC, an Alabama Limited )
Liability Company, )
)
Defendants. )
submits its Answer and Counterclaim to the Complaint filed by Jackson County,
ANSWER
As and for its Answer in this civil action, Singing River submits:
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FIRST DEFENSE
1. Admitted.
3. Admitted.
4. Singing River MOB denies the allegations of this paragraph as stated and
5. Admitted.
6. Singing River MOB admits that the matter involves a lease transaction as
Supervisors, as set out below, and certain additional leases and subleases
7. The March 16, 2009 resolution speaks for itself. Except as admitted by
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8. Admitted.
9. Admitted.
10. Singing River MOB denies the allegations of this paragraph and demands
11. The April 6, 2009 resolution speaks for itself. Singing River MOB denies
12. Singing River MOB denies the allegations of this paragraph and demands
13. Admitted.
14. Admitted.
15. Admitted.
16. Admitted.
17. Singing River MOB denies the allegations of this paragraph and demands
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18. The March 16, 2009 and April 6, 2009 resolutions speak for themselves.
To the extent not admitted by the foregoing, Singing River MOB denies
19. Singing River MOB denies the allegations of this paragraph and demands
20. The March 16, 2009 and April 6, 2009 resolutions speak for themselves.
To the extent not admitted by the foregoing, Singing River MOB denies
thereof.
21. The March 16, 2009 and April 6, 2009 resolutions speak for themselves.
the extent not admitted by the foregoing, Singing River MOB denies the
22. The March 16, 2009 and April 6, 2009 resolutions speak for themselves.
To the extent not admitted by the foregoing, Singing River MOB denies
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proof thereof.
24. Singing River MOB denies the allegations of this paragraph and demands
25. Singing River MOB denies the allegations of this paragraph and demands
26. Singing River MOB denies the allegations of this paragraph and demands
27. Singing River MOB denies the allegations of this paragraph and demands
28. Singing River MOB denies the allegations of this paragraph and demands
29. Singing River MOB denies the allegations of this paragraph and demands
30. Under the March 16, 2009 and April 6, 2009 resolutions, the Jackson
County Board of Supervisors agreed to the duration of the term of the JC-
SRHS Lease. To the extent not admitted by the foregoing and the terms
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31. Singing River MOB denies the allegations of this paragraph and demands
32. Singing River MOB denies the allegations of this paragraph and demands
Singing River MOB denies that Jackson County is entitled to any of the
relief requested in the prayer for relief, items 1-5 and demands strict proof thereof.
SECOND DEFENSE
THIRD DEFENSE
FOURTH DEFENSE
FIFTH DEFENSE
The Complaint fails to state a claim for which relief may be granted.
SIXTH DEFENSE
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SEVENTH DEFENSE
EIGHTH DEFENSE
Each and every contract at issue in the complaint was duly authorized by
NINTH DEFENSE
SRHS and/or Jackson County in making improvements on the subject property and
TENTH DEFENSE
ELEVENTH DEFENSE
Defendant Singing River MOB adopts and incorporates each and every
provision of its lease agreements entered into with SRHS to the extent those
TWELFTH DEFENSE
contract rights.
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THIRTEENTH DEFENSE
Defendant Singing River MOB reserves any and all rights under the
FOURTEENTH DEFENSE
Defendant Singing River MOB reserves any and all rights to seek sanctions
and/or attorneys’ fees in this matter for claims not asserted in good faith and/or
COUNTERCLAIM
Now, having answered the Complaint in this action, Singing River MOB
follows:
THE PARTIES
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4. Venue is proper in the United States District Court for the Southern
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FACTS
financing through the use of GoZone tax exempt bond financing and the
Transactions”).
Jackson County and SRHS entered into that certain ground lease (the
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8. On March 16, 2009, Jackson County gave its initial approval to the
9. On March 26, 2009, SRHS entered into the Ground Lease with Jackson
enter into multiple subleases for medically related purposes. The Ground
matter with any other entity. A true and correct copy of the Ground Lease
is attached hereto as Exhibit A. See letter dated March 26, 2009 from
10. The Jackson County Board of Supervisors ratified and approved the
Ground Lease in its final form and spread it upon the minutes of the
Board on April 6, 2009. A true and correct copy of the April 6, 2009
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11. SRHS proceeded to enter into subleases with Singing River MOB under
12. Singing River MOB, in reliance upon the agreements and express
medical office building for the benefit of SRHS and Jackson County.
supported the development of the medical office building and the SRHS
acknowledging the validity of the Ground Lease, a true and correct copy
15. In the fall of 2016, Jackson County first raised allegations that the
Mississippi law.
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16. In the fall of 2016, Jackson County’s attorney, William Guice, met with
to the claims of alleged defects in authority for leases under the SRHS
letter dated December 1, 2016. The letter to Mr. Guice is attached hereto
17. In sum, the allegations of defects in the Ground Lease or the SRHS Lease
bargain it had reached with SRHS and Jackson County and to interfere
with Singing River MOB’s business and contractual relations by, among
other things, placing its leasehold interest and financing at risk and
18. Despite having received a rebuttal of each and every challenge to the
has brought the current action which seeks to impose further harm upon
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Singing River MOB without a good faith basis to challenge the SRHS
WHEREFORE, Singing River MOB prays that the Court will declare the rights
2. The Ground Lease, as ratified and approved the Jackson County Board of
3. The Ground Lease as ratified and approved by the Jackson County Board
necessary by the Board of Trustees [of SRHS] for the Lessee for the term
validity of the Ground Lease and the SRHS Lease Transactions by virtue
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5. Jackson County has waived its right to challenge the authorization for
and validity of the Ground Lease and the SRHS Lease Transactions by
virtue of its actions on which Singing River MOB relied to its detriment,
and approval of the Ground Lease, which had a fifty (50) year term and
7. Such other and further relief in favor of Singing River MOB as may be
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CERTIFICATE OF SERVICE
I hereby certify that I have served a copy of the foregoing document by
Notice of Electronic Filing, or, if the party served does not participate in Notice of
Electronic Filing, by U.S. First Class Mail, hand delivery, fax or email on this the
23rd day of July, 2018.
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EXHIBIT A
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EXHIBIT B
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EXHIBIT C
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EXHIBIT D
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EXHIBIT E
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