UW Medicine summary judgment

7/30/2019 UW Medicine summary judgment

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Defendants Motion for Summary Judgment- 1 HILLISCLARKMARTIN&PETERSON P.S.1221 Second Avenue, Suite 500Seattle, Washington 98101-2925Telephone: (206) 623-1745

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THE HONORABLE MICHAEL C.HAYDEN

IN THE SUPERIOR COURT OF THE STATE OF WASHINGTON

IN AND FOR THE COUNTY OF KING

PUBLIC HOSPITAL DISTRICT NO. 1 OF

KING COUNTY,

Plaintiff,

v.

UNIVERSITY OF WASHINGTON; and

UW MEDICINE,

Defendants.

No. 12-2-34486-8 SEA

DEFENDANTS MOTION FOR

SUMMARY JUDGMENT

I. INTRODUCTIONIn 2010, Public Hospital District No. 1 of King County (the District) approached the

University of Washington about integrating their health care systems. The District wanted to

improve patient care, increase efficiency, and position itself to succeed under ongoing health

care reform. After months of public meetings and negotiations, the parties entered a Strategic

Alliance Agreement (Agreement) on June 30, 2011. The Agreement was authorized by

state law, and both parties warranted they had authority to enter the Agreement.

Now, over a year later, the District is trying to back out of the contract. After the

University has expended considerable resources incorporating the Districts facilities into its


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regional health care network, a new majority of commissioners now claims the District lacked

authority to enter the contract and seeks a declaration from the Court that the Districts

decision was ultra vires.1

The Districts arguments are unfounded. Two state statutes expressly authorize this

type of agreement, and the parties carefully structured the sharing of responsibilities under the

Agreement. The Districts attempt to break a contract it signed should be rejected, and

summary judgment should be granted for the University.

II. RELIEF REQUESTEDThe University requests that the District be held to the contract it signed, and that the

Districts lawsuit be dismissed.

III. EVIDENCE RELIED UPONThe University relies on the contract. For additional background, the University

submits the Declarations of Johnese Spisso and Sandra Sward.

IV. STATEMENT OF FACTSFor summary judgment, the only facts necessary are the terms of the Agreement and

its lawful passage by the Districts commissioners in May 2011. Decl. of Johnese Spisso

Ex. A (Strategic Alliance Agreement); Decl. of Sandra Sward Ex. P (Resolution approving

strategic alliance). Nevertheless, additional information is provided to the Court as

background about the parties and the transaction.

1Because the University believes the Complaint should be dismissed as a matter of law on the merits, this

Motion does not address whether the District is entitled to seek declaratory judgment.


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A. THE PARTIES.The University of Washington is one of the oldest state-funded institutions on the

West Coast. Its roots date back to the Territorial Legislature, and it first opened its doors to

students in 1861. Today, the University serves more than 45,000 students and employs more

than 40,000 people. Pursuant to state statute, the University is controlled by a Board of

Regents, whose members are appointed by the Governor with the consent of the state Senate.

RCW 28B.20.100.

The Universitys School of Medicine was established in 1946, and University Hospital

was established in 1959. Today, the Universitys health care system is operated as UW

Medicine, a comprehensive health system in Puget Sound that includes four hospitals,

primary and specialty clinics, and an air ambulance service. In fiscal year 2012, UW

Medicine had approximately 64,000 patient admissions across its four hospitals and more than

1.9 million visits to clinics and other ambulatory sites. Spisso Decl. 3. UW Medicines

mission is to improve the health of the public by advancing medical knowledge, preparing the

next generation of physicians, scientists, and other health care professionals, and providing

outstanding clinical care. Id.

Public Hospital District No. 1 of King County is a public hospital district serving

south King County. Its facilities include Valley Medical Center, which is a 303-bed acute

care hospital in Renton, and a network of primary and urgent care clinics. As a public

hospital district, the District is authorized by the Legislature to carry out certain functions,

including constructing a hospital or other health care facilities; buying, leasing and selling

property; borrowing money; issuing revenue bonds; levying property taxes; and condemning

property. RCW 70.44.060. The District also has the power to contract with other


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communities, corporations, or individuals for the services provided by said hospital district.

RCW 70.44.060(3).

The same statute also authorizes the District to enter agreements with other public

entities for carrying outanyof the powers authorized by this chapter. RCW 70.44.060(7)

(emphasis added). The Agreement at issue was made pursuant to that legislative grant of

authority, and similar authority found in other statutes.

B. THE PROCESS.Health care is continuously evolving, highly regulated, and competitive. Over the

years, the District has considered combining and integrating with other entities to provide

better and more efficient care for its patients. In 2010, in the wake of significant national

health care reform, the District considered this strategy again. The District recognized that

delivery of health care in the future will require participation in networks of health care

professionals focused on delivering care that improves health, increases access, and reduces

costs. Sward Decl. Ex. A at 5 (Dec. 15, 2010 minutes of Districts Board of Commissioners

meeting).2

Integration of hospital systems allows for innovative approaches to care delivery,

leading to better patient care, recruitment and retention of top physicians and staff, expanded

quality control systems, and cost savings. Health care entities use a variety of approaches to

combine their resources, including referral networks, mergers, buy-outs, partnerships,

operating agreements, and other types of alliances as varied as the organizations involved.

In 2010, the District formed a Presidents Advisory Council to assist in the

investigation of options for partnership or affiliation. The Council raised 43 potential criteria

2For the Courts convenience, sections of the minutes relating to the Strategic Alliance Agreement have

been highlighted.


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for the Districts consideration, and then winnowed the list down to 12 top priorities for a

potential alliance. Sward Decl. Ex. A at 5. With those criteria in mind, the District

considered potential partners for an affiliation. The District also began discussions with

medical staff and other key stakeholders. The District commissioners and the public were

briefed at public meetings. E.g., id. Exs. A & B.

Ultimately, the District chose to pursue a strategic alliance with UW Medicine. The

District commissioners decided unanimously at a public meeting on January 18, 2011 to

evaluate and negotiate a potential strategic alliance with UW Medicine. Id. Ex. B. The

parties signed a non-binding letter of intent that same day. Id. Ex. C. The goals outlined in

the letter included exploring the feasibility of a strategic alliance:

to enhance and further the mission and vision of the District and UW Medicineby increasing access to health care services available to District residents, and

to integrate the District Healthcare System into the operations of UWMedicine.

Id.

The parties then spent months negotiating, conducting due diligence activities, and

gathering input from key stakeholders and the public. Six public meetings were held

throughout the hospital district to discuss the proposed alliance: February 25, 2011 at the Kent

Senior Center, March 3 at the IKEA Performing Arts Center in Renton, March 10 at the Coal

Creek YMCA in Newcastle, March 16 at Covington City Hall, March 18 at the Lake

Wilderness Lodge in Maple Valley, and March 29 at SeaTac City Hall. Id. Ex. D.

Support for the alliance was overwhelming. The proposed alliance received support

from more than 100 elected officials, doctors, and community members, including

U.S. Senator Maria Cantwell, U.S. Senator Patty Murray, U.S. Representatives Jay Inslee,


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David Reichart, Norm Dicks, and Adam Smith, and mayors of cities within the District

Service Area. Id. Exs. E & F.

The District commissioners were given regular updates about the progress of the

negotiations, and were advised during the process by experienced legal counsel, including in-

house General Counsel, David Smith, and outside counsel George Beal of Perkins Coie. Id.

Exs. G-L (Minutes of District Board of Commissioners meetings on February 7, February 22,

March 7, March 21, April 4, and April 18, 2011). The District planned special meetings of

the board of commissioners to ensure ample opportunity will be afforded the Board to

review the Strategic Alliance documents. Id. Ex. L (April 18, 2011 minutes). During the

May 2, 2011 public meeting of the Districts commissioners, Mr. Beal made a detailed

presentation about the proposed strategic alliance agreement, explaining the draft section by

section. Id. Ex. M. During a special public meeting on May 3, Mr. Beal again walked the

commissioners through the agreement page by page. Id. Ex. N. Revisions were made to the

proposed agreement, and Mr. Beal provided an update to the District at the public meeting on

May 23, 2011. Id. Ex. O.

At that meeting, the District voted to approve the Strategic Alliance Agreement by

passing Resolution 968. Id. Ex. P. The resolution noted the overwhelming public support,

and concluded it was advisable and fair to, and expedient for, and in the best interests of the

District to enter into the Strategic Alliance Agreement, and to take the actions necessary to

permit its implementation. Id.

C. THE AGREEMENT.The Strategic Alliance Agreement spells out the terms of a 15-year agreement to

operate an integrated health care system that incorporates the Districts health care facilities


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into UW Medicine. Spisso Decl. Ex. A 10.1 (Strategic Alliance Agreement). The

University and the District each agreed to certain limitations, and accepted certain

responsibilities, under the Agreement. The University and the District decided the new

integrated system would be managed by a thirteen-member Board of Trustees (the Board)

whose members would be all five District commissioners, five members of the public from

within the District Service Area, two current or previous members of boards of other UW

Medicine component entities or the UW Medicine Board, and the UW Medicine CEO or his

designee. Agreement 3.2. Trustees are bound by fiduciary duties to the District Healthcare

System, and must act in a manner believed to be in its best interests. Agreement 3.5.

Trustees are also bound to follow the Ethics in Public Service Act and all other duties and

obligations owed by public officers in Washington.3Id.

The day-to-day operations of the newly integrated system are handled by the CEO of

the District Healthcare System, who reports to the Board as a whole, and whose

responsibilities must be carried out consistent with the terms of the Agreement and applicable

law. Agreement 3.8(a), (c). Although the University and the District decided to entrust this

new Board with responsibility for daily operations, there are limits on the Boards authority.

For example, without District consent, the Board cannot: transfer or encumber any material

asset of the District unless agreed to by the commissioners, relocate the hospital, reduce the

licensed bed capacity of the hospital, or eliminate core services unless expressly permitted by

the Agreement. Agreement 7.1.

The Districts commissioners retain important responsibilities. The Agreement

contains a lengthy table listing 60 powers and obligations of the District, and identifying

3Brief biographies of the trustees are attached as Exhibit B to the Spisso Declaration.


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whether those responsibilities will be retained by the commissioners alone, delegated to the

new Board of Trustees, or shared jointly. Agreement Ex. 3.10(c). Of the 60 items, 33 are

listed as retained by the commissioners alone, and nine are listed as shared. Id.

The power to levy property taxes, for example, is reserved exclusively for the

commissioners.4

Agreement 9.1. The District also retains the right to, among other things,

annex territory into the District, control its own governance, hire a superintendent to manage

its affairs, and sponsor educational programs to encourage health and wellness. Agreement

7.1 & Ex. 3.10(c). Where District responsibilities are shared with the Board, the Agreement

makes clear that the Boards activities are intended to satisfy the Districts legal obligations.

Agreement 3.10.

In exchange for UW Medicines agreement to integrate the Districts health care

facilities into UW Medicine, the District also agreed to certain reasonable limitations on its

future activities. For example, the District agreed it would not establish a new health care

facility in the District Service Area, transfer material assets of the District Healthcare System,

or de-annex property from the District if it would impair the Districts ability to service its

outstanding bonds. Id. 7.2. The District also agreed it would exercise its bonding powers to

support certain activities specified in the Agreement. Id. 4.18(c).

UW Medicine also agreed to limits on its future activities. For example, UW

Medicine may not pursue new ventures within the District Service Area without the approval

of the District. Agreement 6.6.

4The District agrees, however, not to exercise that power in a way that would hurt the new District

Healthcare System. Agreement 9.1.


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Both parties agreed they had authority to enter the agreement. The District promised it

had all requisite corporate power and authority to enter into this Agreement and to

consummate the transactions contemplated by this Agreement. Agreement 8.1(a). The

University made a similar commitment. Id. 8.2(a). Both parties also agreed they would

terminate the Agreement only by mutual agreement or under certain, limited circumstances.

Id. 10.2-10.5. None of those circumstances have come to pass.

Now, however, there is one new District commissioner, and a new majority is seeking

to undo the deal. For the reasons describedbelow, the Districts complaint should be

dismissed.

V. STATEMENT OF ISSUESShould the District be held to the terms of a properly authorized and valid contract it

signed knowingly and voluntarily in 2011?

VI. AUTHORITYSummary judgment should be entered where there is no genuine issue as to any

material fact and . . . the moving party is entitled to a judgment as a matter of law. CR 56(c).

Here, the facts are not subject to dispute, and the law governing the case is clear. The District

had explicit statutory authority to negotiate and execute the Agreement, the District correctly

represented it had such authority, and the Agreement is valid and enforceable as a matter of

law. The Court should enter summary judgment for the University.

A. THE AGREEMENT IS AUTHORIZED BY STATUTE.Public hospital districts are municipal corporations. RCW 70.44.010. Municipal

corporations are creatures of the state and derive their authority and powers from the

states legislative body. Skagit Cnty. Pub. Hosp. Dist. No. 1 v. Dept. of Revenue,


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158 Wn. App. 426, 445, 242 P.3d 909 (2010). The Legislatures absolute control over the

powers of municipal corporations is limited only by the constitution. King Cnty. Water

Dist. No. 54 v. King Cnty. Boundary Review Bd., 87 Wn.2d 536, 540, 554 P.2d 1060 (1976).

Here, the Legislature has authorized the District to make the Agreement in two

statutes: (1) RCW 70.44, Public Hospital Districts, and (2) RCW 39.34, the Interlocal

Cooperation Act. Both statutes are cited in the Agreement. E.g., Agreement at 1-3.

In RCW 70.44, the statute authorizing the creation of public hospital districts, the

Legislature granted hospital districts broad authority to enter into any contract with the

United States government or any state, municipality, or other hospital district, or any

department of those governing bodies,for carrying out any of the [hospital districts]

powers. RCW 70.44.060(7) (emphasis added). In another provision of the same statute, the

District is similarly permitted to contract with another public entity to own, operate, or

manage a health care facility or to otherwise offer health care services. RCW 70.44.240.

The Interlocal Cooperation Act also authorizes the Agreement. This Act authorizes

public agencies, such as the University and the District, to jointly exercise [a]ny power or

powers, privileges or authority exercised or capable of exercise by a public agency of this

state and to enter agreements for joint or cooperative action. RCW 39.34.030(1)-(2). The

authority conferred by the Interlocal Cooperation Act is in addition and supplemental to

powers or authority conferred by any other law. RCW 39.34.100.

By these statutes, the Legislature has unmistakably conferred broad authority on the

District to enter into contracts with other public entities for carrying out the Districts

functions. Indeed, the power to enter such contracts is one of the central powers explicitly

granted by the Legislature to a hospital district, and is conferred in the same statutory section


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granting a hospital districts other powers. RCW 70.44.060 (describing a public hospital

districts various powers). The District and the University were keenly aware of these statutes

when negotiating and executing the Agreement. The statues are cited repeatedly in the

Agreement, e.g., Agreement at 1-3, and provided the legal foundation for the Agreements

structure. Because the Legislature authorized the District to contract with other public

entities, such as the University, to carry out anyof the Districts legislatively granted powers,

the Agreements establishment of the Board of Trustees is plainly lawful.

B. THE COMPLAINT IDENTIFIES NO DEFECT IN THE AGREEMENT.The District objects to the Agreement primarily because the Districts commissioners

constitute only five of the thirteen members of the Board of Trustees. Compl. 7. As a

result, the District complains that its commissioners may not vote to terminate or amend the

Agreement unilaterally, do not have exclusive control over day-to-day operations of Valley

Medical Center and some of the decisions affecting it, and are bound going forward to take

steps necessary to implement the Agreement. Id. 6-11. None of these is a valid objection

to the Agreement.

1. The Commissioners Need Not Constitute a Majority of the Boardof Trustees.

The statutes permitting hospital districts to contract with other public entities for

carrying out any of [the hospital districts] powers also authorize the formation of new joint

governing entities to do so. RCW 70.44.240; accordRCW 39.34.030. Those statutes do not

require that a public hospital districts commissioners compose a majority of any new

governing board of directors. Id. In fact, the Public Hospital District statute does not even

require commissioners to be membersnot to mention majority membersof a new joint


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governing board. The statute requires only that [t]he governing body of [any new] legal

entity . . . include representatives of the public hospital district, which representatives may

include members of the public hospital districts board of commissioners. RCW 70.44.240

(emphasis added).

The Interlocal Cooperation Act similarly requires only that public agencies in joint

agreements be represented on any joint board. RCW 39.34.030(4)(a); accord

RCW 39.34.030(3)(b) (requiring only membership of a public agency in any new

organization created by it pursuant to the Interlocal Cooperation Act). It does not require

majority representation by any party. Id.

Had the Legislature so desired, it could easily have required majority board

representation by hospital district commissioners on any newly created joint governing

boards. It did not, and the District has no legal basis to suggest that its commissioners must

exercise majority control over the Board of Trustees. Cf.Concerned Citizens of Hosp. Dist.

No. 304 v. Bd. of Commrs of Pub. Hosp. Dist. No. 304, 78 Wn. App. 333, 337, 897 P.2d 1267

(1995) (two public hospital districts combining to jointly operate two hospitals each had only

five commissioners on new eleven-member board).

Here, ten of the thirteen trustees must reside in the District Service Area and all five

commissioners are entitled to serve on the Board. Agreement 3.2. This ensures significant

representation for the people served by the District.

2. Municipal Corporations May Enter Long-Term, BindingContracts.

Although it initiated negotiations and ultimately signed the Agreement, the District

now complains the Agreement is invalid because it limits the commissioners authority and


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vests some decision making power in the Board of Trustees. E.g., Compl. 6-11. But most

of the alleged limitations identified by the District are the same limitations imposed on any

party to a contract. Thus, when the District complains that its commissioners may not vote

to terminate the Agreement at its option, or amend the Agreement without the Universitys

consent, the complaint rings hollow. Compl. 6, 11. One party to a contractespecially a

significant contract like the Agreementis often not free to terminate that contract

unilaterally for any reason.5

Public entities are bound to the terms of contracts they sign just

like private parties. 10 Eugene McQuillin, The Law of Municipal Corporations 29.2 (3d ed.

2009) (the rules relating to contracts generally apply to agreements to which a municipal

corporation is a party).

The District suggests, however, that as a municipal corporation it may not be free to

enter a contract that might limit its future range of activities. Compl. 12. It cites an

Attorney General Opinion, 2012 AGO No. 4, as authority.6Id. But as the Attorney General

Opinion points out, specific statutory grants of authority permit municipal corporations to

enter into contracts binding upon future boards of commissioners. 2012 AGO No. 4 at 3

(quotations and citations omitted). The Attorney General cites State ex rel. Schlarb v. Smith,

19 Wn.2d 109, 141 P.2d 651 (1943), as one example. Id. In Schlarb, Pierce County

5Of course, the District can unilaterally terminate the agreement following the occurrence of a Triggering

Event as defined by the Agreement, or an uncured default under the Agreement by the University. Agreement

10.2-10.5.6 Attorney General opinions are not binding legal authority. Seattle Bldg. & Constr. Trades Council v.

Apprenticeship & Training Council, 129 Wn.2d 787, 803, 920 P.2d 581 (1996). In any case, this particular

Attorney General Opinion addresses whether a county board of commissioners can sign a contract that binds

future members of that board of commissioners. 2012 AGO No. 4 at 1. That is not precisely the issue raised by

the District in its complaint and, in any event, because the Districts comm issioners serve staggered terms,

RCW 70.44.040, the commissioners constitute a single continuous body, and any rule against binding

successors does not apply to a continuous body, Taylor v. Sch. Dist. No. 7 of Clallam Cnty., 16 Wash. 365, 367,

47 P. 758 (1897) (enforcing contract between school board and teacher).


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successfully compelled King County to levy a tax in compliance with a decades-long contract

between the two counties to confine and improve the White River. 2012 AGO No. 4 at 3. As

the Attorney General notes, that contract was held to be valid and enforceable pursuant to a

specific statute authorizing counties to contract with one another for the improvement,

confinement, and protection of rivers and banks. Id. Here, as in Schlarb, the Agreement is

valid and enforceable because the District was authorized by statute to enter into it.

In fact, it is well established that municipal corporations can enter contracts, even

long-term, binding contracts, that necessarily constrain their behavior going forward. For

example, in Pierce County v. State, 159 Wn.2d 16, 51-52, 148 P.3d 1002 (2006), the

Washington Supreme Court struck down a ballot initiative that would have interfered with a

contractual promise made to bondholders by Sound Transit, a municipal corporation, to use

future tax revenue to repay bonds issued to fund the first phase of the Sound Transit public

transportation project. In that case, Sound Transits contract with bondholders was binding

even in the face of contrary legislative preferences expressed by the people of Washington in

a ballot initiative. See id.

Indeed, municipal entities would be badly handicapped without the power to contract.

Consider the impracticality of a municipal entity embarking on any major public

infrastructure project, for example, without the ability to enter into binding contracts. See id.

at 52 (If we accepted the intervenors invitation to fundamentally alter our contracts clause

jurisprudence, we would imperil the ability of state and local governments to finance essential

public works projects such as elementary schools, fire stations, highways, and bridges, by

casting considerable doubt on the reliability of pledged funding sources.). Therefore, [a]

municipal corporation authorized to do an act has, in respect to it, the power to make all


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contracts that natural persons could make. McQuillin, supra, 29.8; see also, e.g., Tyrpak v.

Daniels, 124 Wn.2d 146, 157, 874 P.2d 1374 (1994) (invalidating legislative effort to

interfere with contract between Port of Vancouver and bondholders); Swinomish Indian Tribal

Cmty. v. Skagit Cnty., 138 Wn. App. 771, 779-80, 158 P.3d 1179 (2007) (approving contract

between tribe, Skagit County, and other parties, requiring those parties to take actions to

manage water flows in Skagit basin, and citing statutory authority for the agreement,

including the Interlocal Cooperation Act); Concerned Citizens, 78 Wn. App. at 340-48

(approving establishment and actions of new entity and joint operating board created to

administer hospitals in two public hospital districts).

In this case, the District and the University carefully considered, over the course of

many months, the terms of the Agreement and the benefits that would flow to the people

served by the District Healthcare System. This is precisely the kind of innovative

arrangement contemplated by the Legislature in authorizing cooperation among public entities

operating health care systems. The Districts commissioners acted well within their

legislatively granted authority in making the Agreement.

3. The Districts Commissioners Retain Many Exclusive Powers.Contrary to the suggestions made in the Districts complaint, the Agreement reserves

many important powers for the Districts commissioners. As described above, the Agreement

carefully establishes the rights, responsibilities, and powers of the Board of Trustees, the

District, and the University. In crafting the balance of responsibilities borne by the parties,

the Agreement reserves for the District many of its legislatively granted powers, such as the

power to exercise eminent domain, the power to levy taxes, and the power to issue bonds.

E.g., Agreement Ex. 3.10(c). The District has committed to exercise some of those powers in


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furtherance of the Healthcare Systems priorities (not unlike, for example, a municipal

corporations promise to bondholders to levy taxes to repay those bonds), but it has not

relinquished those powers.

C. THE DISTRICT IS EQUITABLY ESTOPPED FROM CHALLENGING THEAGREEMENT.

In the Agreement, the District represented that it had all requisite corporate power

and authority to enter into [the] Agreement and to consummate the transactions contemplated

by [the] Agreement. Agreement 8.1(a). The University relied on that representation in

executing the Agreement. Spisso Decl. 6-12. The District is therefore estopped from now

arguing it lacked authority.

The defense of equitable estoppel has three elements: (1) an admission, statement, or

act inconsistent with the claim afterwards asserted; (2) action by the other party on the faith of

such admission, statement, or act; and (3) injury to such other party resulting from allowing

the first party to contradict or repudiate such admission, statement, or act. West v. Dept of

Soc. & Health Servs., 21 Wn. App. 577, 579, 586 P.2d 516 (1978). Equitable estoppel can be

applied against a municipal corporation where the municipalitys acts are within the general

powers granted to the municipality even [if] such powers have been exercised in an irregular

and unauthorized manner. Finch v. Matthews, 74 Wn.2d 161, 171, 443 P.2d 833 (1968).

This means that, unless a strategic alliance with the University was wholly beyond the

Districts legal authority, equitable estoppel can be applied to the District even if the

Agreement is defective in some way.

The three elements of equitable estoppel are met in this case: (1) The District

represented it had the authority to enter into the Agreement; (2) the University entered into the


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Agreement on the strength of that representation; and (3) the University, having committed

significant resources to the Agreement, would plainly suffer injury if the District is allowed

now to claim it lacked authority to make the Agreement. The University has been integrating

the District Healthcare System into UW Medicine for more than a year. UW Medicine has

established an Operational Integration Oversight Committee. Spisso Decl 6. The

Committee meets monthly to manage integration activities, which include enhancing and

integrating clinical services, standardizing quality and safety assessment tools, and including

Valley Medical Center leaders in UW Medicine management activities. Id. UW Medicine

has modified its marketing and branding to include Valley Medical Center in print and radio

advertisements, as well as on the UW Medicine web site. Id. 7. UW Medicine has also

placed two members of the Board on its own board, including one District commissioner. Id.

10. As an integrated part of UW Medicine, District personnel have gained access to

information about UW Medicine and its other hospitals that would not otherwise have been

available to the District. Id. 8-10.

Having spent months negotiating the Agreement, with the assistance of legal counsel

at every step, and after having signed and begun implementation of the Agreement, the

District cannot now claim it lacked power to make the Agreement. The District is equitably

estopped from making this claim, and summary judgment for the University is appropriate on

that basis alone.

VII. CONCLUSIONWhether an individual or a public entity, a party should be held to the terms of its

contracts.


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Defendants Motion for Summary Judgment- 18 HILLISCLARKMARTIN&PETERSON P.S.1221 Second Avenue, Suite 500Seattle, Washington 98101-2925

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Here, the District sought out an alliance with UW Medicine for the health care benefit

of the community. After months of negotiations and public hearingsand with

overwhelming public supportthe District commissioners approved the Strategic Alliance

Agreement in 2011. The Agreement itself is authorized by two state statutes, and supported

by the body of contract law requiring governmental bodies to abide by their promises.

Furthermore, the District warranted it had the authority to enter the Agreement, and cannot be

allowed to claim otherwise after the University and the District together have already

implemented its terms.

In this lawsuit, the District now seeks to back out of its contractual obligations simply

because a current majority of its commissioners has taken a different view of the Agreement.

However, the District is legally bound to comply with the terms of the Agreement it signed.

The Universitys motion for summary judgment should be granted, and the Districts

complaint should be dismissed with prejudice.

DATED this 15th day of November, 2012.

HILLIS CLARK MARTIN &PETERSON P.S.

By s/Louis D. Peterson

Louis D. Peterson, WSBA #5776

Mary E. Crego, WSBA #31593Michael J. Ewart, WSBA #38655

Hillis Clark Martin & Peterson P.S.

1221 Second Avenue, Suite 500

Seattle, Washington 98101-2925Telephone: (206) 623-1745

Facsimile: (206) 623-7789Email: [email protected]; [email protected];

[email protected] for Defendants

ND: 4842-8736-5137v5

Documents

UW Medicine summary judgment