throbber
Case 2:22-cv-00007-TOR ECF No. 1 filed 01/11/22 PageID.1 Page 1 of 11
`
`David B. Robbins, WSBA No. 13628
`Michelle L. Maley, WSBA No. 51318
`Perkins Coie LLP
`1201 Third Avenue, Suite 4900
`Seattle, Washington 98101-3099
`Telephone: 206.359.8000
`Facsimile: 206.359.9000
`
`Attorneys for Plaintiff MultiCare Health System
`
`UNITED STATES DISTRICT COURT
`EASTERN DISTRICT OF WASHINGTON
`
`No. 2:22-cv-00007
`
`COMPLAINT FOR DAMAGES
`AND DECLARATORY RELIEF
`
`MULTICARE HEALTH SYSTEM, a
`Washington non-profit,
`
`Plaintiff,
`
`v.
`
`CHS WASHINGTON HOLDINGS, LLC, a
`Delaware limited liability company and
`CHS/COMMUNITY HEALTH SYSTEMS,
`INC., a Delaware corporation,
`
`Defendants.
`
`Plaintiff MultiCare Health System (“MultiCare”), by and through undersigned counsel,
`
`hereby files this complaint against defendants CHS Washington Holdings, LLC and
`
`CHS/Community Health Systems, Inc. (together, “CHS”) seeking declaratory relief to enforce its
`
`rights under the June 30, 2017 Amended and Restated Asset Purchase Agreement by and among
`
`CHS Washington Holdings, LLC and CHS/Community Health Systems, Inc. and MultiCare
`
`Health System (“APA”).
`
`MultiCare alleges as follows:
`
`COMPLAINT (No. 2:22-cv-00007) – 1
`
`155010278
`
`Perkins Coie LLP
`1201 Third Avenue, Suite 4900
`Seattle, Washington 98101-3099
`Phone: 206.359.8000
`Fax: 206.359.9000
`
`1 2 3 4 5 6 7 8 9
`
`10
`
`11
`
`12
`
`13
`
`14
`
`15
`
`16
`
`17
`
`18
`
`19
`
`20
`
`21
`
`22
`
`23
`
`24
`
`25
`
`26
`
`

`

`Case 2:22-cv-00007-TOR ECF No. 1 filed 01/11/22 PageID.2 Page 2 of 11
`
`I.
`
`PARTIES
`
`1.
`
`Plaintiff MultiCare is a Washington non-profit corporation engaged in providing
`
`healthcare and medical services through acute care hospitals and numerous other affiliated
`
`healthcare providers and entities.
`
`2.
`
`Defendant CHS/Community Health Systems, Inc. is a for-profit Delaware
`
`corporation with its principal place of business in Franklin, Tennessee.
`
`3.
`
`Defendant CHS Washington Holdings, LLC is a for-profit Delaware limited
`
`liability company with its principal place of business in Franklin, Tennessee. CHS Washington
`
`Holdings, LLC’s governors include Kevin J. Hammons, Benjamin C. Fordham, and Tim L.
`
`Hingtgen. On information and belief, Mr. Hammons and Mr. Fordham are domiciled and therefore
`
`are citizens of Franklin, Tennessee. On information and belief, Mr. Hingtgen is domiciled and
`
`therefore is a citizen of Brentwood, Tennessee.1
`
`4.
`
`MultiCare has diligently searched publicly available information to confirm the
`
`identity of additional owners and members, if any, of CHS Washington Holdings, LLC, including
`
`by examining organizational filings with the Washington and Delaware Secretaries of State. But
`
`MultiCare has been unable to confirm the identity or citizenship of any additional owners or
`
`members. On information and belief, however, no owner or member of CHS Washington
`
`Holdings, LLC is a Washington citizen. See Carolina Cas. Ins. Co. v. Team Equipment, Inc., 741
`
`F.3d 1082, 1086 (9th Cir. 2014) (reversing dismissal of complaint that did not allege citizenship
`
`of LLC-defendant’s members and owners, where such information was not reasonably available
`
`to plaintiff; “The diversity issues can be better considered by the court after the defendants have
`
`been served and had an opportunity to respond.”).
`
`1 “Governor,” as the Washington Secretary of State uses that term, encompasses LLC members,
`managers, directors, and partners, among others. RCW 23.95.105(12).
`COMPLAINT (No. 2:22-cv-00007) – 2
`Perkins Coie LLP
`1201 Third Avenue, Suite 4900
`Seattle, Washington 98101-3099
`Phone: 206.359.8000
`Fax: 206.359.9000
`
`155010278
`
`1 2 3 4 5 6 7 8 9
`
`10
`
`11
`
`12
`
`13
`
`14
`
`15
`
`16
`
`17
`
`18
`
`19
`
`20
`
`21
`
`22
`
`23
`
`24
`
`25
`
`26
`
`

`

`Case 2:22-cv-00007-TOR ECF No. 1 filed 01/11/22 PageID.3 Page 3 of 11
`
`II.
`
`JURISDICTION AND VENUE
`
`5.
`
`This Court has jurisdiction of this action under 28 U.S.C. § 1332(a)(1), there being
`
`complete diversity of citizenship between the parties and the matter in controversy exceeding the
`
`sum or value of $75,000, exclusive of interest and costs.
`
`6.
`
`Venue is proper in this District under 28 U.S.C. § 1391(b)(2), in that a substantial
`
`part of the events giving rise to plaintiff’s claims occurred in this District.
`
`III.
`
`FACTUAL ALLEGATIONS
`
`A.
`
`The Asset Purchase Agreement
`
`7.
`
`Before July 1, 2017, CHS, through intermediary entities, owned or leased
`
`Deaconess Hospital and Valley Hospital (the “Hospitals”). CHS also owned businesses related to
`
`the Hospitals, including medical office buildings and outpatient care facilities (the “Facilities”).
`
`CHS further held rights as a Class B member of Rockwood Clinic, P.S. (the “Clinic”), including
`
`Rockwood Neurosurgery and Spine. The Clinic at that time employed Dr. Christopher Heller as
`
`a physician who worked in the Deaconess Medical Office Building.
`
`8.
`
`On June 30, 2017, CHS, through the Asset Purchase Agreement, sold to MultiCare
`
`the Hospitals, the Facilities, all assets used in connection with the Facilities, and CHS’s Class B
`
`membership in the Clinic. Ex. A § 1.1.
`
`9.
`
`On July 1, 2017, MultiCare assumed ownership of select liabilities: obligations
`
`accruing from the effective date (called the “Effective Time”) of the APA forward; certain
`
`accounts payable, accrued expenses, and other current liabilities; certain capital lease obligations;
`
`and obligations and liabilities related to accrued vacation and holiday benefits of Facilities
`
`employees. Id. § 1.3.
`
`10.
`
`But the APA expressly carved out “excluded liabilities,” for which CHS retained
`
`liability, including malpractice or general-liability claims arising from events pre-dating the APA’s
`
`Effective Time. Id. § 1.4(b).
`
`COMPLAINT (No. 2:22-cv-00007) – 3
`
`155010278
`
`Perkins Coie LLP
`1201 Third Avenue, Suite 4900
`Seattle, Washington 98101-3099
`Phone: 206.359.8000
`Fax: 206.359.9000
`
`1 2 3 4 5 6 7 8 9
`
`10
`
`11
`
`12
`
`13
`
`14
`
`15
`
`16
`
`17
`
`18
`
`19
`
`20
`
`21
`
`22
`
`23
`
`24
`
`25
`
`26
`
`

`

`Case 2:22-cv-00007-TOR ECF No. 1 filed 01/11/22 PageID.4 Page 4 of 11
`
`11.
`
`Consistent with that exclusion, the APA obligates CHS to indemnify MultiCare for
`
`malpractice and other claims arising out of pre-sale events.
`
`12.
`
`In particular, Section 11.2 obligates CHS to defend, indemnify, and hold harmless
`
`MultiCare for excluded liabilities (including malpractice and general-liability claims) and third-
`
`party claims based on events that occurred prior to the Effective Time:
`
`Seller shall defend, indemnify and hold harmless Buyer and its
`Affiliates, and its and their respective officers, directors, employees,
`agents, or
`independent
`contractors
`(collectively,
`“Buyer
`Indemnified Parties”), from and against any and all losses,
`liabilities, damages, costs (including, without limitation, court costs
`and costs of appeal) and expenses (including, without limitation,
`reasonable attorneys’ fees and fees of expert consultants and
`witnesses) that such Buyer Indemnified Party incurs as a result of,
`or with respect to . . . (iii) any of the Excluded Liabilities, [and]
`(iv) any claim made by a third party with respect to or arising out of
`the ownership of the Facilities or Assets or the operation of the
`Business prior to the Effective Time.2
`
`13.
`
`If CHS fails to execute its indemnification obligations within ten (10) days of notice
`
`of claim, the APA vests in MultiCare the right, but not the obligation, to undertake its own defense
`
`“on behalf of and for the account and at the risk of [CHS].” Ex. A § 11.4.
`
`14.
`
`The APA includes additional provisions to account for CHS’s retention of pre-sale
`
`liabilities and indemnification obligation. In particular, MultiCare agreed to provide CHS with
`
`copies of patient records “for purposes of pending claims or litigation involving a patient to whom
`
`such records refer, as certified in writing prior to receipt by counsel retained by [CHS] in
`
`connection with such litigation.” Id. § 10.4. It agreed to notify CHS in writing regarding any
`
`claim or liability covered by the indemnification provision within fifteen (15) days after receiving
`
`a third-party claim. Id. § 11.4. It agreed to “take all reasonable steps to mitigate all liabilities and
`
`claims” subject to CHS’s indemnification, “including availing itself as reasonably directed by
`
`2 “Business” encapsulates all activities and operations associated with the Assets, Facilities, and
`Clinic Sites. Ex. A, Recital D.
`COMPLAINT (No. 2:22-cv-00007) – 4
`
`Perkins Coie LLP
`1201 Third Avenue, Suite 4900
`Seattle, Washington 98101-3099
`Phone: 206.359.8000
`Fax: 206.359.9000
`
`155010278
`
`1 2 3 4 5 6 7 8 9
`
`10
`
`11
`
`12
`
`13
`
`14
`
`15
`
`16
`
`17
`
`18
`
`19
`
`20
`
`21
`
`22
`
`23
`
`24
`
`25
`
`26
`
`

`

`Case 2:22-cv-00007-TOR ECF No. 1 filed 01/11/22 PageID.5 Page 5 of 11
`
`[CHS] of any defenses, limitations, rights of contribution, claims against third parties (other than
`
`[MultiCare’s] insurance carriers) and other rights at law,” and “provid[ing] such evidence and
`
`documentation of the nature and extent of any liability as may be reasonably requested by” CHS.
`
`Id. § 11.6. And both parties agreed to “act in a commercially reasonable manner in addressing any
`
`liabilities that may provide the basis for an indemnifiable claim (that is, each party shall respond
`
`to such liability in the same manner that it would respond to such liability in the absence of the
`
`indemnification provided for in this Agreement).” Id.
`
`15.
`
`Section 10.20 of the APA further obligates CHS to maintain “all claims-made
`
`professional and general liability insurance policies of the Hospitals for claims related to the period
`
`of [CHS’s] ownership and operation of the Hospitals” and “excess insurance coverage” for those
`
`claims “relating to the Clinic or arising out of its operations during the period of [CHS’s]
`
`ownership” for at least ten (10) years following the asset sale.
`
`B.
`
`MultiCare’s Insurance Coverage
`
`16.
`
`Before the parties executed the APA, The Doctors Company served as the
`
`professional liability insurance carrier for the Clinic and its physicians. That insurance remained
`
`in effect after the asset sale.
`
`17.
`
`In 2019, MultiCare purchased primary insurance coverage from Physicians
`
`Insurance for the physicians rather than from The Doctors Company. The new policy through
`
`Physicians Insurance provided prior-acts primary coverage for the Clinic physicians. The only
`
`policy MultiCare had, which would cover MultiCare and the entities that it acquired through the
`
`APA, provided coverage in the event that CHS defaulted on its contractual obligation to maintain
`
`such insurance for ten (10) years after the asset sale. See Ex. A § 10.20.
`
`C.
`
`The Underlying Lawsuit
`
`18.
`
`On March 4, 2020, Fasitupe Meafua accused MultiCare and Dr. Heller of
`
`malpractice. See Ex. B, March 4, 2020 Notice Letter. Mr. Meafua is a former patient of Rockwood
`
`Neurosurgery and Spine. Mr. Meafua alleged injuries “as a result of health care provided to Mr.
`
`COMPLAINT (No. 2:22-cv-00007) – 5
`
`155010278
`
`Perkins Coie LLP
`1201 Third Avenue, Suite 4900
`Seattle, Washington 98101-3099
`Phone: 206.359.8000
`Fax: 206.359.9000
`
`1 2 3 4 5 6 7 8 9
`
`10
`
`11
`
`12
`
`13
`
`14
`
`15
`
`16
`
`17
`
`18
`
`19
`
`20
`
`21
`
`22
`
`23
`
`24
`
`25
`
`26
`
`

`

`Case 2:22-cv-00007-TOR ECF No. 1 filed 01/11/22 PageID.6 Page 6 of 11
`
`Meafua” by Dr. Heller, Deaconess Neuroscience Institute, “its partners, employees, agents and/or
`
`obstensible [sic] agents.” Id.
`
`19.
`
`On April 14, 2021, Mr. Meafua filed a negligence suit (the “Underlying Lawsuit”)
`
`against MultiCare, Rockwood Neurosurgery and Spine, and Dr. Heller. Mr. Meafua alleged that
`
`he suffers from paralysis of all four limbs, as well as related neurologic injuries and deficits,
`
`following May 23 and May 25, 2017 surgeries performed by Dr. Heller. See Ex. C, Amended
`
`Complaint for Damages.
`
`D.
`
`CHS’s Breach of the Asset Purchase Agreement
`
`20. MultiCare tendered the defense and indemnification of Mr. Meafua’s initial claim
`
`to CHS on March 11, 2020. See Ex. D, March 11, 2020 Letter from MultiCare to CHS. MultiCare
`
`at that time reminded CHS that the APA excluded existing or potential malpractice claims based
`
`on pre-sale events, and that CHS is contractually obligated to defend, indemnify, and hold harmless
`
`MultiCare with respect to such claims. See id.
`
`21.
`
`CHS accepted tender by email dated April 1, 2020: “Assuming the events of which
`
`he writes occurred prior to the 7/1/2017 acquisition by MHS, we will take steps to defend and hold
`
`harmless MHS in accordance with the APA of 6/30/17.” Ex. E, April 1, 2020 Email (emphasis
`
`added).
`
`22.
`
`On June 7, 2021, after Mr. Meafua initiated the Underlying Lawsuit, MultiCare
`
`tendered to CHS again. See Ex. F, June 7, 2021 Letter from MultiCare to CHS.
`
`23.
`
`CHS, in response, walked back its April 1, 2020 acceptance of tender:
`
`letter] mis-interprets my email
`[MultiCare’s June 7, 2021
`confirmation of 4/1/2020. While I did in fact state that ‘we will take
`steps to defend and hold harmless MSH [sic] in accordance with the
`APA of 6/30/17,’ there were at that time no allegations specified, or
`defendants specifically named. The obligations of CHS specified in
`the APA apply only to facilities purchased from CHS by Multicare
`Health Systems, and then only to the degree that coverage is not
`provided by a commercial entity.
`
`Ex. G, June 17, 2021 Letter from CHS to MultiCare.
`
`COMPLAINT (No. 2:22-cv-00007) – 6
`
`155010278
`
`Perkins Coie LLP
`1201 Third Avenue, Suite 4900
`Seattle, Washington 98101-3099
`Phone: 206.359.8000
`Fax: 206.359.9000
`
`1 2 3 4 5 6 7 8 9
`
`10
`
`11
`
`12
`
`13
`
`14
`
`15
`
`16
`
`17
`
`18
`
`19
`
`20
`
`21
`
`22
`
`23
`
`24
`
`25
`
`26
`
`

`

`Case 2:22-cv-00007-TOR ECF No. 1 filed 01/11/22 PageID.7 Page 7 of 11
`
`24.
`
`CHS advanced two theories for its denial of tender: (1) The Doctors Company
`
`provides insurance coverage for MultiCare and Dr. Heller, and (2) the APA did not require CHS
`
`to assume liability for Dr. Heller or Rockwood Neurosurgery and Spine, because the asset sale did
`
`not include them. See id.
`
`25. MultiCare tendered for a third time on July 8, 2021. See Ex. H, July 8, 2021 Letter
`
`from MultiCare to CHS. Reiterating CHS’s defense, indemnity, and insurance obligations,
`
`MultiCare explained that The Doctors Company was not insuring and would not insure MultiCare
`
`or Dr. Heller, and that Rockwood Neurosurgery and Spine was a CHS-owned facility that
`
`MultiCare purchased through the APA.
`
`26.
`
`CHS declined tender again on July 14, 2021, but without offering any legal analysis
`
`or substantive response to MultiCare’s tender. See Ex. I, July 14, 2021 Letter from CHS to
`
`MultiCare.
`
`27.
`
`In subsequent communications throughout the fall of 2021, CHS advanced shifting
`
`theories to avoid its insurance and indemnification obligations under the APA.
`
`28.
`
`On August 4, 2021, CHS claimed that MultiCare was obligated to procure and
`
`maintain malpractice insurance for MultiCare and Dr. Heller, but without citation to the APA. See
`
`Ex. J, Email Thread. CHS instead simply claimed to have “directed buyer to look to the
`
`commercial insurer to defend the professional liability claims involving [MultiCare] or its
`
`employed physicians, rather than make indemnification claims against the seller under the APA.”
`
`Id.
`
`29.
`
`On October 4, 2021, CHS claimed that its obligation to maintain malpractice
`
`insurance for ten (10) years following the asset sale “relates to excess coverage only, not the
`
`primary policy that MultiCare obtained by virtue of its acquisition of the Clinic Membership
`
`Interest.” Id. CHS’s representation, however, directly conflicts with Section 10.20 of the APA.
`
`Ex. A § 10.20 (CHS “shall . . . maintain in effect insurance on all claims-made professional and
`
`general liability insurance policies of the Hospitals for claims related to the period of [CHS’s]
`COMPLAINT (No. 2:22-cv-00007) – 7
`
`Perkins Coie LLP
`1201 Third Avenue, Suite 4900
`Seattle, Washington 98101-3099
`Phone: 206.359.8000
`Fax: 206.359.9000
`
`155010278
`
`1 2 3 4 5 6 7 8 9
`
`10
`
`11
`
`12
`
`13
`
`14
`
`15
`
`16
`
`17
`
`18
`
`19
`
`20
`
`21
`
`22
`
`23
`
`24
`
`25
`
`26
`
`

`

`Case 2:22-cv-00007-TOR ECF No. 1 filed 01/11/22 PageID.8 Page 8 of 11
`
`ownership and operation of the Hospitals,” as well as “excess insurance coverage in effect
`
`immediately prior to the date of this Agreement for those claims (whether or not reported) relating
`
`to the Clinic or arising out of its operations during the period of [CHS’s] ownership of the Clinic
`
`Membership Interest”). Moreover, CHS’s allegation concerning malpractice insurance does not
`
`even purport to derogate from its indemnification, hold harmless and defense obligations set forth
`
`in Section 11.2 of the APA that it violated by declining MultiCare’s tender.
`
`30.
`
`On October 7, 2021, CHS abandoned its prior theories, this time hinging denial of
`
`tender on Section 11.6 of the APA. See Ex. J. That provision obligates an indemnified party,
`
`whether that is MultiCare or CHS, to “take all reasonable steps to mitigate all liabilities and claims,
`
`including availing itself as reasonably directed by the Indemnifying Party of any defenses,
`
`limitations, rights of contribution, claims against third parties (other than the Indemnified Party’s
`
`insurance carriers) and other rights at law.” Ex. A § 11.6. It further obligates both parties to “act
`
`in a commercially reasonable manner in addressing any liabilities that may provide the basis for
`
`an indemnifiable claim (that is, each party shall respond to such liability in the same manner that
`
`it would respond to such liability in the absence of the indemnification provided for in this
`
`Agreement).” Id. CHS argued that MultiCare violated its duty to “act in a commercially
`
`reasonable manner” by failing to obtain insurance that would cover the Underlying Lawsuit. CHS
`
`was not able to cite any provision of the APA obligating MultiCare to procure such insurance,
`
`however, nor did it explain why it was commercially unreasonable to rely upon CHS’s express
`
`indemnity and insurance obligations contained in the APA.
`
`FIRST CAUSE OF ACTION
`IV.
`Breach of Contract & Indemnification
`
`31. MultiCare realleges and incorporates by reference, as if fully set forth herein, the
`
`allegations in paragraphs 1–30 above.
`
`32. MultiCare and CHS are competent parties that entered into the APA for valuable
`
`consideration.
`COMPLAINT (No.2:22-cv-00007) – 8
`
`155010278
`
`Perkins Coie LLP
`1201 Third Avenue, Suite 4900
`Seattle, Washington 98101-3099
`Phone: 206.359.8000
`Fax: 206.359.9000
`
`1 2 3 4 5 6 7 8 9
`
`10
`
`11
`
`12
`
`13
`
`14
`
`15
`
`16
`
`17
`
`18
`
`19
`
`20
`
`21
`
`22
`
`23
`
`24
`
`25
`
`26
`
`

`

`Case 2:22-cv-00007-TOR ECF No. 1 filed 01/11/22 PageID.9 Page 9 of 11
`
`33.
`
`The APA provides that CHS retained liability for existing or potential medical
`
`malpractice claims arising out of pre-sale events.
`
`34.
`
`The Underlying Lawsuit is a medical malpractice claim arising out of pre-sale
`
`events.
`
`35.
`
`CHS’s failure to assume liability for the Underlying Lawsuit is a material breach
`
`of the APA.
`
`36.
`
`The APA further obligates CHS to defend, indemnify, and hold harmless
`
`MultiCare, the Clinic, and Rockwood Neurosurgery and Spine from and against any and all losses,
`
`liabilities, damages, costs, and expenses that MultiCare incurs as a result of (1) any excluded
`
`liabilities and (2) any claim made by a third party arising out of CHS’s pre-sale ownership of the
`
`Facilities or Assets or the operation of the Business.
`
`37.
`
`The Underlying Lawsuit is both an excluded liability and a claim made by a third
`
`party arising out of CHS’s pre-sale ownership of the Facilities or Assets or the operation of the
`
`Business.
`
`38.
`
`CHS’s failure to defend, indemnify, and hold harmless MultiCare Health System,
`
`the Clinic, and Rockwood Neurosurgery and Spine for the Underlying Lawsuit is another material
`
`breach of the APA.
`
`39.
`
`The APA further obligates CHS to maintain and apply claims-made professional
`
`and general-liability insurance for claims arising out of CHS’s pre-sale ownership of the Hospitals
`
`and for those claims relating to the Clinic or arising out of its operations during the period of CHS’s
`
`ownership of the Clinic Membership Interest.
`
`40.
`
`The Underlying Lawsuit is a claim arising out of CHS’s pre-sale ownership of the
`
`Hospitals and a claim relating to the Clinic or arising out of its operations during the period of
`
`CHS’s ownership of the Clinic Membership Interest.
`
`41.
`
`CHS’s failure to maintain and apply claims-made professional and general-liability
`
`insurance for the Underlying Lawsuit is another material breach of the APA.
`COMPLAINT (No. 2:22-cv-00007) – 9
`
`Perkins Coie LLP
`1201 Third Avenue, Suite 4900
`Seattle, Washington 98101-3099
`Phone: 206.359.8000
`Fax: 206.359.9000
`
`155010278
`
`1 2 3 4 5 6 7 8 9
`
`10
`
`11
`
`12
`
`13
`
`14
`
`15
`
`16
`
`17
`
`18
`
`19
`
`20
`
`21
`
`22
`
`23
`
`24
`
`25
`
`26
`
`

`

`Case 2:22-cv-00007-TOR ECF No. 1 filed 01/11/22 PageID.10 Page 10 of 11
`
`42.
`
`By reason of CHS’s breaches, MultiCare has been damaged and continues to be
`
`damaged in an amount to be proven at trial.
`
`43.
`
`All conditions precedent to bringing this cause of action have been satisfied.
`
`SECOND CAUSE OF ACTION
`V.
`Declaratory Judgment, 28 U.S.C. § 2201 et seq.
`
`44. MultiCare realleges and incorporates by reference, as if fully set forth herein, the
`
`allegations in paragraphs 1–43 above.
`
`45.
`
`An actual controversy exists as to whether CHS breached its contractual obligations
`
`to (1) retain liability for the Underlying Lawsuit; (2) defend, indemnify, and hold harmless
`
`MultiCare Health System, the Clinic, and Rockwood Neurosurgery and Spine for the Underlying
`
`Lawsuit; and (3) maintain and apply claims-made professional, general-liability and, as applicable,
`
`excess coverage insurance for the Underlying Lawsuit. MultiCare contends CHS has breached all
`
`three obligations. CHS denies that it had or breached any contractual duty.
`
`46.
`
`The controversy is such that, pursuant to Federal Rule of Civil Procedure 57 and
`
`28 U.S.C. § 2201 et seq., MultiCare is entitled to a declaration, in the form of a judgment, that
`
`CHS breached its contractual obligations to (1) retain liability for the Underlying Lawsuit;
`
`(2) defend, indemnify, and hold harmless MultiCare Health System, the Clinic, and Rockwood
`
`Neurosurgery and Spine for the Underlying Lawsuit; and (3) maintain and apply claims-made
`
`professional and general-liability insurance for the Underlying Lawsuit. Such a determination and
`
`declaration are necessary and appropriate at this time. In light of CHS’s actions, without such
`
`relief, MultiCare will suffer harm, including liability for any defense costs and damages incurred
`
`in the Underlying Lawsuit.
`
`47.
`
`All conditions precedent to bringing this cause of action have been satisfied.
`
`COMPLAINT (No. 2:22-cv-00007) – 10
`
`155010278
`
`Perkins Coie LLP
`1201 Third Avenue, Suite 4900
`Seattle, Washington 98101-3099
`Phone: 206.359.8000
`Fax: 206.359.9000
`
`1 2 3 4 5 6 7 8 9
`
`10
`
`11
`
`12
`
`13
`
`14
`
`15
`
`16
`
`17
`
`18
`
`19
`
`20
`
`21
`
`22
`
`23
`
`24
`
`25
`
`26
`
`

`

`Case 2:22-cv-00007-TOR ECF No. 1 filed 01/11/22 PageID.11 Page 11 of 11
`
`VI.
`
`PRAYER FOR RELIEF
`
`WHEREFORE, plaintiff MultiCare prays for the following relief:
`
`A. Damages in such amount as may be proven at trial;
`
`B. Costs of suit, including MultiCare’s reasonable attorney fees;
`
`C. A declaratory judgment that MultiCare did not assume liability for the Underlying
`
`Lawsuit, and that CHS has breached its contractual obligations; and
`
`D. Such other relief as the Court may deem just and proper.
`
`DATED: January 11, 2022.
`
`By: s/ Michelle L. Maley
`Michelle L. Maley, WSBA No. 51318
`David B. Robbins, WSBA No. 13628
`Perkins Coie LLP
`1201 Third Avenue, Suite 4900
`Seattle, Washington 98101-3099
`Telephone: 206.359.8000
`Facsimile: 206.359.9000
`MMaley@perkinscoie.com
`DRobbins@perkinscoie.com
`
`Attorneys for Plaintiff
`MultiCare Health System
`
`COMPLAINT (No. 2:22-cv-00007) – 11
`
`155010278
`
`Perkins Coie LLP
`1201 Third Avenue, Suite 4900
`Seattle, Washington 98101-3099
`Phone: 206.359.8000
`Fax: 206.359.9000
`
`1 2 3 4 5 6 7 8 9
`
`10
`
`11
`
`12
`
`13
`
`14
`
`15
`
`16
`
`17
`
`18
`
`19
`
`20
`
`21
`
`22
`
`23
`
`24
`
`25
`
`26
`
`

This document is available on Docket Alarm but you must sign up to view it.


Or .

Accessing this document will incur an additional charge of $.

After purchase, you can access this document again without charge.

Accept $ Charge
throbber

Still Working On It

This document is taking longer than usual to download. This can happen if we need to contact the court directly to obtain the document and their servers are running slowly.

Give it another minute or two to complete, and then try the refresh button.

throbber

A few More Minutes ... Still Working

It can take up to 5 minutes for us to download a document if the court servers are running slowly.

Thank you for your continued patience.

This document could not be displayed.

We could not find this document within its docket. Please go back to the docket page and check the link. If that does not work, go back to the docket and refresh it to pull the newest information.

Your account does not support viewing this document.

You need a Paid Account to view this document. Click here to change your account type.

Your account does not support viewing this document.

Set your membership status to view this document.

With a Docket Alarm membership, you'll get a whole lot more, including:

  • Up-to-date information for this case.
  • Email alerts whenever there is an update.
  • Full text search for other cases.
  • Get email alerts whenever a new case matches your search.

Become a Member

One Moment Please

The filing “” is large (MB) and is being downloaded.

Please refresh this page in a few minutes to see if the filing has been downloaded. The filing will also be emailed to you when the download completes.

Your document is on its way!

If you do not receive the document in five minutes, contact support at support@docketalarm.com.

Sealed Document

We are unable to display this document, it may be under a court ordered seal.

If you have proper credentials to access the file, you may proceed directly to the court's system using your government issued username and password.


Access Government Site

We are redirecting you
to a mobile optimized page.





Document Unreadable or Corrupt

Refresh this Document
Go to the Docket

We are unable to display this document.

Refresh this Document
Go to the Docket