Meister v. Marshall

Avera Marshall (defendant) was a not-for-profit corporation that owned and operated Avera Marshall Regional Medical Center (hospital). Avera Marshall’s corporate bylaws provided that its board of directors organize medical staff under medical-staff bylaws as approved by the board. The board enacted staff bylaws in 1995. Article 2.1-1(e) of the staff bylaws provided that the medical staff was subject to the board’s ultimate authority. Article 17.2 provided that a staff-bylaw change required a two-thirds vote of the medical staff eligible to vote. The staff bylaws further provided that in the event of a conflict between the staff bylaws and corporate bylaws, the corporate bylaws controlled. In 2012, the Avera Marshall board unilaterally amended the staff bylaws. Dr. Steven Meister practiced at the hospital. Meister and others (collectively, Meister) (plaintiffs) filed suit and asked the court to declare that (1) the staff bylaws were an enforceable contract between Avera Marshall and the staff and (2) Avera Marshall could not unilaterally amend the staff bylaws. The trial court found that the staff bylaws were not a contract. The court of appeals affirmed. The Minnesota Supreme Court reversed, finding that the staff bylaws were an enforceable contract between Avera Marshall and the medical staff. The majority opinion did not address whether Avera Marshall could unilaterally amend the staff bylaws. On remand, the trial court granted summary judgment in Avera Marshall’s favor, finding that Avera Marshall could unilaterally amend the staff bylaws. Meister appealed to the Minnesota Court of Appeals.