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How St. Al's dealt with competition

Eight months ago, St. Alphonsus Regional Medical Center found itself on the receiving end of a lawsuit requiring it to pay more than $60 million to a business partner jilted in 2004. Now the hospital is appealing the ruling, claiming the jury was misled.

Oral arguments in that case won't likely begin until next winter. The backstory, chronicled in the plaintiffs' 40-page counter-claim, is something to behold. As complicated as Tolstoy and as devious as Machiavelli, it's a tale of greed, betrayal and good old-fashioned hubris that goes back decades. The tale cuts to the core of a larger national debate over how nonprofit hospitals should—or shouldn't—function.

It began in 1986, when a group of health-care professionals pooled their resources to bring the relatively new technology of magnetic resonance imaging to the valley.

The company was called MRI Associates, and one of the founding members was St. Al's itself. It was, at the time, still under management by the Sisters of the Holy Cross (the order of nuns that founded the hospital in 1894). The hospital invested capital worth a quarter of the new business, and housed and marketed the facility, which became as the MRI Center of Idaho.

The center would be housed onsite until 2023. According to court documents filed by the center, there were only four conditions by which the partnership could be dissolved: if the arrangement put the hospital's tax-exempt status at risk; jeopardized its Medicare/Medicaid or insurance reimbursements; was contrary to the ethical principles of the Catholic Church or violated local, state or federal laws.

For the next 18 years, the center provided St. Alphonsus with state-of-the-art MRI services. It eventually expanded to include a mobile lab and coverage at Mercy Medical Center in Nampa, Caldwell Memorial Hospital and Holy Rosary Hospital in Ontario, Ore.

While the center specialized in taking the images (the technical aspect of the process), another company called St. Alphonsus Radiology Group was contracted to interpret them (providing the professional aspect).

By the late 1990s, the MRI business was booming and would only become more lucrative. The gamble in 1986 had paid off. But, as the suit alleges, some members of the professional group wanted a bigger piece of the pie. A few of those physicians had already gone off to form Gem State Radiology and planned to acquire the necessary equipment and personnel to offer the technical side of MRI services—creating a full-service operation that would both create and interpret MRIs.

The middlemen were trying to compete with the supplier.

According to court documents, St. Al's Radiology Group found a ready partner in current St. Alphonsus CEO Sandra Bruce, who came to the hospital shortly after it changed hands from the Sisters of the Holy Cross to Trinity Health—a multi-billion-dollar nonprofit Catholic health system based in Michigan.

Bruce—who had previously served as president and CEO of another Trinity hospital, Mercy General Health Partners, in Muskegon, Mich.—took over with an eye to streamlining efficiency and increasing profits. Combining the technical and professional aspects of the MRI process would fall right in line with her aims.

The hospital's marketing and communications director, Kristen Micheletti, declined to comment to BW.

But according to court documents, Bruce liked the idea and in October 1998, entered into an agreement with St. Al's Radiology Group to create a full-service imaging center called Intermountain Medical Imaging.

From the outset, Bruce and her new business partners realized that because IMI was in competition with the center, the hospital couldn't share in the profits or it would violate the 1986 agreement.

The easiest way to get around that, the suit claims, would be if IMI was merged with the center, and that couldn't happen unless St. Al's Radiology Group bought into the MRI Associates partnership.

When integration attempts failed, the kid gloves came off. The counter-suit filed by the former center claims Bruce and her cohorts at St. Al's made the decision to shift business from the center, prop up IMI and, ultimately, destroy the longstanding MRI partnership.

The first phase of that effort came when St. Al's Radiology Group formed Imaging Center Radiologists and offered St. Al's the option to buy up to 50 percent of IMI. The hospital took the offer.

The problem with this "exchange sale" was that St. Al's only owned about a quarter of MRI Associates. To facilitate the sale they would have to double their stake in the partnership, which meant buying at least one of their partners out. According to the counter-claim, that would have cost St. Al's $27.3 million—far too much to have made a profit on the resale to ICR.

MRI Associates contends it was kept in the dark about the deal. At the same time Bruce went before St. Al's leadership to announce the joint venture with IMI—and assure committee members it was on the up-and-up. She was taking steps to formally wed the hospital with IMI, setting it on a course that would ultimately lead to litigation.

With the execution of the agreement, the hospital was given 50 percent control of the company.

Though the exchange sale and operating agreement were in place, St. Al's still hadn't acquired the necessary 50 percent ownership in the center. Stuck with a partnership it didn't want and another it couldn't profit from, the lawsuit claims the hospital pursued a solution that was as brutal as it was simple: ruin the center's business, drive down its value and buy it up cheap.

According to the suit, St. Al's administrators tried a number of tactics, from reducing the center's hours and refusing to attend to patients at the center's mobile facility, to badmouthing its MRIs.

When that didn't work, they got serious: they gave IMI advantages in the networking system used by referring doctors and voted against the center's growth initiatives at the board level. According to the counter-suit, the hospital appointed St. Al's employees to IMI's management team who were in a position to pass along the center's sensitive business information.

Still, the center limped along. After two years, St. Al's and its IMI business partners were getting frustrated. Things finally came to a head in 2004 when, according to court documents, St. Al's Radiology Group threatened to quit providing services to the center altogether unless St. Al's took care of the problem. The ultimatum prompted one more attempt to purchase the center. When it failed St. Al's broke the contract with MRI Associates—19 years before it was due to expire.

Soon after, IMI was installed on the St. Al's campus and efforts to eliminate the center were ratcheted up. The hospital also wanted to recover the value of its ownership in MRI Associates, so it sued for roughly $4.6 million.

The counter-claim alleges that the hospital tried to drive the center out of business by misleading customers with confusing phone numbers and business names, telling doctors to refer patients to IMI instead of the center and, among other things, falsely telling St. Al's employees that MRI scans performed at the center were not covered by the hospital's insurance.

The final break came in February 2005, when St. Al's Radiology Group suspended services to the center, requiring it to seek the aid of Boise Advanced Radiology. The center was still located at St. Al's but completely marooned from the hospital and the group that had been interpreting its images for nearly 20 years.

That's when the center filed its counter-suit, claiming the hospital had broken its contract and was liable for damages.

According to the center's lawyer, Thomas Banducci, several attempts were made to settle out of court, but the hospital refused. When the matter went before the Fourth District Court, St. Al's dissociation from the MRI partnership was ruled unlawful.

According to Banducci's case, the center asked for either $27.3 million, the amount St. Al's had determined it would have cost to buy MRI Associates outright, or $36.3 million. the amount MRI Associates estimated it had lost in profits due to the wrongful dissociation and the hospital's attempts to destroy its business.

In all, MRI Associates brought 20 claims against the hospital, including breach of contract and libel, restraint of trade and conspiracy to monopolize. The court granted five of them: breach of fiduciary duty, non-compete, civil conspiracy, breach of covenant of good faith and fair dealing and wrongful dissociation.

The trial went on for a month, but it was worth the wait. The jury met for only 30 minutes. When they returned, they agreed to award MRI Associates with the combined total of $63.6 million.

"This was about abandonment of a partnership, it was about betrayal, but it was also about lack of accountability," Banducci said.

"Accountability" in the nonprofit hospital system is something of a buzzword nowadays. This particular imbroglio comes at a time when lawmakers, watchdogs and government agencies are taking a hard look at how nonprofit hospitals across the country are operating.

What they've often found is corruption, manipulation and avarice seemingly more at home in the boardrooms of corporations like Enron and Worldcom than among institutions set up to benefit the poor, uninsured and underserved.

The numbers are telling: the American Hospital Directory­—a clearinghouse for information on hospital finances—reported earlier this year that the top 50 nonprofit hospitals in the United States raked in a combined net income of $4.27 billion.

Meanwhile, the Joint Committee on Taxation released a study showing nonprofit hospitals—and the businesses supporting them—saved $4.3 billion in taxes in 2002.

According to St. Al's tax filings from fiscal year 2006, the corporation enjoyed total revenue of about $348 million, and a profit of more than $39 million—a margin of 11 percent. Tax records show that St. Al's spent $25 million on community benefits during FYE 2006—or about 7.1 percent of its total revenue and $14 million less than its profits.

In the case of St. Al's, longtime trauma surgeon Dr. John Livingston said the change came after Trinity Health took over from the Sisters of the Holy Cross. Over the years, he watched St. Al's and its foundation evolve it became clear to him.

"The spirit of service that the Sisters had was not something that was part of the culture of Trinity Health," he said.

Livingston, who moved to Idaho specifically to work for the Sisters, thinks he knows where the blame lies.

"St. Al's has changed from a community of service to a profit center and that all occurred when Sandra Bruce got here," he said.

Banducci also pointed to profit motive.

"I think what happened was that the hospital made an economic decision, and although they recognized they were breaching their partnership duties, they thought they could get away with it," he said.

Comments (14) RSS

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Well written and gutsy. Having lived this for nearly 7 years myself, your article is right on target.

Posted by Life is good on | Report this comment

Great article. Another fine aspect of all this was how The M.R.I. Center of Idaho lost almost all of there best employees. I hope the employees that stuck with them and helped see them though this will be rewarded.

Posted by Blue collar on | Report this comment

Clear and concise article. Where does the St. Al's board oversight come into play during this misadventure?

Posted by Accountability in Medicine on | Report this comment

I think you need to check your facts better. Sandra Bruce started 3-4 years before the merger between Holy Cross and Mercy Medical that created Trinity Health. The other 3/4 owners of MRI Center of Idaho are or were radiology physicians. There is an active appeal in progress and Saint Alphonsus legally can not tell it's side of the story. Every day good, hard working people get up and go to work at Saint Alphonsus or one of it's for-profit, taxed partnerships like IMI. Yes, I was one of them. I'm proud of the work I did when I worked there and I know that my colleagues continue to put their best effort into working to improve the health of the community and living the Mission of Saint Alphonsus. This article overshadows all the good work of several thousand employees do every day by focusing on the short-sighted decisions one individual may have made. Just as in our personal lives, a profit on paper is rarely a real profit. In hospitals like Saint Als and St Lukes it quickly goes right back into the care of community - buying newer equipment, providing services to the under or un-insured or people in remote areas, renovating older buildings or building new when it can't be repaired any more. Perhaps the Boise Weekly will do more good to focus more on health insurance companies that are dictating how doctors and hospitals can treat their patients instead of the patients working with their providers to decide how best to care for themselves or the physician-owned, for-profit care facilities that are taking away highly paid insurance cases from hospitals like Saint Alphonsus or St Lukes, leaving them with less resources to care for the under or un-insured.

Posted by animalmom5 on | Report this comment

Finally, honesty about St. Al's. This not for profit has many dirty little secrets... BW keep digging! The public has a right to know.

Posted by Lifeworthliving on | Report this comment

Due to one person's decisions to end the working relationship with MRI Center of Idaho, the entire staff at St. Alphonsus is getting the short end of the stick. We come to work every day and treat all of our patients with the utmost respect and care. If the Boise Weekly would like to write bashing articles on this hospital then I would encourage them to get their facts straight. In reading this article there are many incorrect names. Some the "groups" do not even exist. Also, MRI Center of Idaho is partially owned by the group of radiologists that work at Mercy Medical Center. IMI is yes owned by some Gem State Radiologists. St. Alphonsus and St. Luke's staff work every day with people who have no insurance or cannot pay fully. Most of the "profit" that these facilities make goes back into the community and or back into the buildings and equipment to try and compete with money driven doctor's that have opened their own facilities that have radiology or lab or anything else that you used to have to go the hospital to recieve. Case in point, the 20+ orthopaedic surgeons complaining that they are not getting enough reimbursement from Blue Cross and increasing the cost to the patients they see and refusing to see others that can't pay. In addition to the ortho surgeons complaining they aren't getting enough reimbursement they are in fact building a brand new (another care facility) hospital on lower Fairview Avenue for INSURED ONLY patients. So the next time you readers go to the doctor and they are able to do everything there for you remember that they are also money hungry people. Just they pocket all of it. Boise Weekly you just lost my readership.

Posted by mtnjam72 on | Report this comment

It never fails to amaze! When a business entity gets caught doing what that entities administration knows is not only wrong, suspiciously shady and quite possibly illegal, the apologists rise to the top and start screaming "FOUL, FOUL. How dare you question the motives of such a great and respected institution!" Get a clue people. You are attempting to defend an institution that needs a major house cleaning. This time, from the top down, through all layers of management. Anyone with any knowledge of this hospital is aware that this place is on the radar of most medical institutions in the western part of the country...and not in a good way. What used to be a vital highly regarded organization and a Level II Trauma Center is a laughing stock. Here's a shocker...the only leveled Trauma Hospital in the state of Idaho is located in IDAHO FALLS. How about that! I bet most people in this valley thought those fancy maroon and white helicopters were flying you to a facility that offered the best in class of trauma hospitals. Wrong! Do some research on your own. Find out what you can expect if you need emergecy medical care...whether it be and MRI or, GOD forbid, you should suffer a trauma emergency. Open your eyes people...educate yourself! It's your life! Make sure you can get the medical care you deserve.

Posted by jd2008 on | Report this comment

Boise Weekly- I am so disappointed in you! You need to get all your bashing facts straight before you badmouth one of our valley's best health care systems. We give excellent care at St.Als! Our care we give to our patients has Nothing to do with MRI center! St.Als did not comment on your story because the suit is still "active"-I am sure they would have something to say to you if they could! I am all for expressing opinions, but when it starts hurting important businesses whether it is about St.Als, St.Lukes, Micron ect - well then your are overstepping your bounds. You have officially lost my readership!

Posted by RN00 on | Report this comment

Zach's article was well written and did an admirable job culling through the mountain of legal documents and complex allegations. The problem is that he only tells one side of the story...MRI's version. Al's is not at liberty to comment on advice of counsel, but rumor has it, they have retained expert lawyers to handle this appeal. So, if Al's prevails and the lower court ruling and verdict are tossed out, will BW set the record straight? How will you cover that story? You will owe Ms. Bruce one heck of an apology.

Posted by RobinHood on | Report this comment

In this case the appeals process is merely a stall tactic. The chance that a higher is going to reverse this decision is pretty slim. The bottom line is you don't do business this way. Many times the big guys get away with it. Greed is the root of this. Of course St. Al's is full of great employees and this verdict against St.Al's has nothing to do with them or any one except those that gave the go ahead to unlawfully try and run the M.R.I. center out of business. Hopefully some of these people that think that its neat to operate a business like that or defend those type of actions can be on the receiving end of that some time. Karma has a funny way of coming back around.

Posted by Blue collar on | Report this comment

jd2008, you seem to claim to know a lot about trauma and EMS in Ada County? St. Als has been in the ardous process of gaining accreditation by the American College of Surgeons for Trauma. They have made the huge financial commitment to the people of Idaho. Are you also aware St. Lukes is "not interested" in gaining ACS trauma designation for pediatrics? There is one simple reason... trauma DOES NOT PAY. The maroon and white airships are indeed bring the trauma patients to St. Als as do the blue and white airships of St Lukes! They are bring them to Board Certified ED Physicians, CEN RNs, Board Certified Trauma Surgeons and medical professionals who have dedicated their lives and professional careers to helping the poeple of Idaho. Please, please when you and your loved ones are critically injured go to Eastern Idaho or better yet go to a Level 1 trauma center in Salt Lake City, Portland or Seattle. I am sure with your expertise they will survive the trip.

Posted by tonbro on | Report this comment

St. Trauma is not what it was. Working there I have seen administration run that service and others into the ground. They have a cloudy crystal ball when it comes to decisions and are plagued by reaction rather than action. Trauma at St. Als is not what it was. There are many fine professionals that work there but when you have to bring 2-3 doctors in to run the show that 5-6 ran before when it was up to snuff you know its hurting. I hate to see what St. Als has become.

Posted by creepyone on | Report this comment

complex case indeed

Posted by RobinHood on | Report this comment

st. al's is a completely dispicable organization and sandra bruce was the worst CEO imaginable. she not only acted improperly in this matter, she created a culture within the organization that permits treating its people like they are disposable. they have no problem spending over $10m to buy money losing hospitals and millions more employing physicians in money losing practices but have no qualms laying off 300 good people and stiffing some out of severence with outright deceitfulness. catholic in name only, st. al's is a disgrace to its heritage. a horrid organization. let anyone who is considering working there be forewarned.

Posted by RobinHood on | Report this comment

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