STATE EX REL. ADVENTIST HEALTH CARE SYSTEM/SUNBELT HLT. CARE CORP. v. NASHVILLE MEMORIAL HOSP., INC.


914 S.W.2d 903 (1995)

STATE of Tennessee, ex rel. ADVENTIST HEALTH CARE SYSTEM/SUNBELT HEALTH CARE CORPORATION, a Florida Not-For-Profit Corporation and Adventist Health System/Sunbelt, Inc., d/b/a Tennessee Christian Medical Center, a Florida Not-For-Profit Corporation, and Adventist Health System/Sunbelt Health Care Corporation, a Florida Not-For-Profit Corporation and Adventist Health System/Sunbelt, Inc., d/b/a Tennessee Christian Medical Center, a Florida Not-For-Profit Corporation, Plaintiffs/Appellants, and William Gray Davis, M.D., on behalf of Nashville Memorial Hospital, Inc., as a Director of Same, Homer Chance, Jeff Pennington, M.D., Robert L. Pettus, Jr., M.D., and Wendell Wilson, M.D., for Themselves and Other Members of Nashville Memorial Hospital, Inc., Similarly Situated and as Relators Intervening-Plaintiffs and Relators/Appellants, v. NASHVILLE MEMORIAL HOSPITAL, INC., Nashville Memorial Health Systems, Inc., Nashville Memorial Foundation, Inc., Memorial Companies, Inc., Nashville Memorial Outreach Services Corporation, Community Health Services, and Medical Credit Clearing, Inc., Corporate Defendants/Appellees, and J.D. Elliott, James A. Rainey, William P. Puryear, Garland Rose, Charles Beck, M.D., Frank Bumstead, Edward C. Dunn, Charles Fentress, Thomas Hanes, M.D., Alice Hooker, Russ Kersten, Drew Maddux, James Martin, Herbert T. McCall, M.D., and David E. McKee, M.D., Individually and in their capacity as Directors, Trustees, or Officers of the Corporate Defendants, Individual Defendants/Appellees, and Healthtrust, Inc. — The Hospital Company, Intervening-Defendant/Appellee.

Court of Appeals of Tennessee, Middle Section, at Nashville.

Permission to Appeal Denied December 18, 1995.


Attorney(s) appearing for the Case

Paul C. Ney, Jr., Doramus & Trauger, Nashville, for Plaintiffs/Appellants.

William R. Willis, Jr., Marian F. Harrison, Willis & Knight, Nashville, for Defendants/Appellees.

Charles W. Burson, Attorney General and Reporter, Perry Allan Craft, Deputy Attorney General, Cynthia E. Carter, Deputy Attorney General, Jon J. Tucci, Assistant Attorney General, Nashville, for the State.

Ames Davis, Nancy S. Jones, L. Beth Evans, Nashville, for HealthTrust, Inc.

Phillip North, R.H. Pursell, North, Pursell & Ramos, Nashville, for Intervening Plaintiffs.


OPINION

LEWIS, Judge.

This appeal involves two cases appealed from the Davidson County Chancery Court. The cases were consolidated by order of this court and involved the sale of Nashville Memorial Hospital, a not-for-profit corporation, to HealthTrust, Inc., a for-profit hospital company.

This court ordered the consolidation of three separate appeals represented by the following notices of appeal filed in the Chancery Court for Davidson County...

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