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basis on which it believes termination is justified. Because the
issuance of such a termination notice would require approval by a
majority of the General Partner’s managing directors, petitioner
could not effect the issuance of such a notice without the
consent of SCA Centers, which is an affiliate of SCA Management.
Thus, even if petitioner determined that SCA Management were
managing the Surgery Center in a manner inconsistent with
charitable purposes, petitioner could not be assured of any
remedy.
Moreover, neither the General Partnership agreement, the
Operating Partnership agreement, nor the management contract
itself requires that SCA Management be guided by any charitable
or community benefit, goal, policy, or objective. Rather, the
management contract simply requires SCA Management to render
services as necessary and in the best interest of the Operating
Partnership, “subject to the policies established by [the
Operating Partnership], which policies shall be consistent with
applicable state and Federal law.”
Petitioner argues that the management contract “was
negotiated at arm’s length, between parties of equal bargaining
strength”. The administrative record does not support this
contention. Although the General Partnership agreement was
negotiated between RHS and SCA Centers, it contains only a sparse
description of several key features to be included in the
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