taking care of injunction you know dissolved and so understanding of the big ticket dispute between the parties over the picture and in the lease and so on and so poor but when i first read it i thought that's what info them like ok is just this is an expedited appeal so i thought i read somewhere when you were a sponsor that whoever the successor in the lease or whatever was assuming these responsibilities in terms of taking care of pa said so is that still a live issue i guess i'm saying in terms of whether or not and to what extent those recipients are taken care of and if you mean taking care of does that dissipate the injunction on its face or  and pursuant to the resolution that that this court to judicial notice of they have been selected by the parish to take over the two facilities and begin providing the same services that the j c h counties the acronym of the federally qualified health center but one important thing to note is that this resolution that the most recent resolution a selected them does not require that they be an f q h c and that's more just for reimbursement purposes from the federal government they're they're still required to provide the same services now access health is an f q agency but pursuant to that the resolution they're not required to but again that's more for reimbursement purposes and not for the type of services that access health would provide more question is have they been approved to receive the funds necessary to provide the services that the j was providing were for sure and they answered question it's my understanding that i'm not aware that the service area competition has been decided upon as to who would get the federal funds but access health is established in other parts of the parish in other parishes and so whether or not they would get this funding it's if it doesn't limit their obligation to provide the same services to the citizens in jefferson parish and in fact they they already do provide those services just in other parts of the dispute your honour's i mean this was this was an issue where we have to do leases that were coming up one especially was was coming up on its terminations date and the parish provided notice  pursuant to the contractual provisions and that the parish council ultimately voted to to adopt pass a resolution that would affect that the terminations the other lease it was a month to month and they had to provide thirty days notice and notice was was done so this really is just a local east is cute between a less or less a next would be that it's the two resolutions that were passed those were just of a local legislative bodies discretion in passing with with localized concerns that there there is the parishes governance of a public affairs that really keeps this a local matter and not one that would bring this into the federal realm also neither a pelleas receipt of a federal funds nor their their use of powers own facilities to provide the services warrants federal interference in the parish governance of these affairs the parish itself as i understand it has no legal obligation to state or federal but here were under the medicaid act two to provide the services that right in the of the parish just came in and voluntarily allowed the cities to be used in the wake of katrina yes correct me if i've got it wrong but i want to have to correct that that is exactly the i mean the parish from the very beginning could have said we're not going to be involved in providing these particular services under under federal law and and that that would have been the end of it it's room but pretty but by my providing free facilities and a lease now the parish is being sued because it wanted to discontinue the lease and to which it but under under louisiana lease law and it depends on the type of improvement that's made the chairs a lot of the equipment that would go with j c h c c to the new facility that they've opened up but there's there are some that that i believe would become part of of the structure itself and the cooperated never agreement between the two parties it really didn't address who would own the improve the day really that the night before the hearing we had filed in addition to a memorandum in opposition to the cemetery junction we filed a motion to dismiss a based on legislative immunity and the  district court did not hear it and opposing counsel then follow the emotion too early to to dismiss our motion to dismiss because they filed an amended complaint that was and so that the question of legislative immunity i would not say that is waived because just as of right now the court has has indicated that is moot based on based on the filing of the many complaint i hear you saying is correct me if i'm wrong that you did everything you could to raise it in the limited amount of time but it it got it got put on the sideline because of the  the act of voting on the two resolutions and so this really isn't a contractual claim that has been asserted they had they have alleged that the two resolutions that authorized determination of the  is unlawful and so that the reason for the legislative immunity is the basis of this claim is an in motivations of the council members as to why they voted on resolutions and the power submit that legislative immunity and in the case in the hubbard case of specifically apply in cases such seven lawyers in the courtroom here you know do it does matter you say it's a lease issue you know they say it's a bigger issue this matter was not susceptible to resolution other than federal court court lawsuit and having three judges should do at least now the words in the interim of this law some have the party has been engaged  trying to resolve this matter short of you know a full blown opinion on the least in these issues your honor with the exception of some some motions that have been filed that there has been  communication between is as far as i know well i know between counsel is concerned but as another way of any communication between the parties i assume and all i ask opposing counsel the same thing and we get the chance but i assume foster this is this about at least any big you know your honor this is about a disturbing retaliates or a conduct against a nonprofit health center that's trying to serve a desperately underserved and starved community for health care resources this is about the patients it's not about attorneys fees it's not about damages and i think what we saw from the court below was a very carefully crafted injunction i think one of the runners mentioned not your normal but i think that's to the district court's credit that she targeted the harm that she was most concerned with and not harm was the harm to the patient's let's let's take a hypothetical i understand this is not the facts of this case but let's take a hypothetical let's assume that in the wake of katrina there was a difficulty in finding facilities to provide these medicaid services let's further assume that th have would your client or anyone else be able to come into federal court under thirty ninety six as a or any other federal statute and claimed that the parish was under an obligation under the emergency circumstances of katrina to provide to give a lease for for its vacant facilities absolutely not around the reason we're here is because they made the space available and then they threatened to take it away through playing the on the awful conduct so they were constitutionally protected interests in that contract at least that cooperative endeavor agreement so the judge stewards point about whether there was a termination clause with a notice that was given under the and there was your honor but that clause has implicit in it a duty of good faith and fair dealing which is existant and contract law in general it's existed in louisiana state law to be applied to every single contract especially public contracts and under a contract clause analysis which i think is fairly presented in our allegations in our complaint this state or its representatives cannot  impair contractual obligations especially their own and here yes well you have to take this later developing fact with a gigantic grain of salt it is incredibly self serving and there's a heightened duty on the state when it takes an action to impair its own context and i think terminating contract is about as significant of an impairment as you can get now if they had a good faith basis for doing it we wouldn't be here we have an undisputed pattern  practice of retaliatory conduct that the that opposing counsel and their clients made a litigation gamble not to confront why did they confront and i think that in confront it because it's true that's what i think but it doesn't matter what i think it matters that the district court found that and i think this court's honor and tradition of honoring those difficult decisions that district courts make has to be upheld or there's nothing extraordinary here that would are questionable although whether there was an obligation under  thirty ninety six to provide services you're you're suing under a specific federal statute three hundred eighty three and you're under the reason you're making that claim you were making several others and i would like to  constitutional contract clause claims one as to the contract between our client and the federal government to carry out a grant and the other contract the contract between the parish and our client those are two contracts that are impaired through retaliatory bad faith conduct but the point about the gesture are specifically to thirteen ninety six b a b the parish signed on to the provision of federally qualified health center services to this area and they signed a contract that recognize our client as a grantee section three thirty grantee and what's critical about that is they know as a three thirty grantee you get authorization from the federal government to provide the federally qualified health center services on a site by site basis so they signed on to that they donated basically to of their site and not donate they pledged to their sites to this program to provide these services and then after they after our client fulfilled its contractual obligation to apply for that grant and to get it and then to fulfill it by providing those services at those sites had the rug pulled out from under it because they didn't acquiesce to the demands of of the council both sides agreed to determination clause or clauses and to the advance notice that was required that's absolutely true your honor with a copy which i think is the most important copyright here it requires good faith and here there wasn't there is a pattern a long history in a pattern of improper behavior by the council and the reason that the terminations was issued enough were right about this in the district court it's a finding is that the district court said its best to explain these resolutions equal retaliatory conduct that is an improper invocation of the terminations by us so it's it's it's a violation of the of the obligation of good faith and fair dealing under state law is that what you i think it's contract law in general state contract law it's the restatement which i believe louisiana is adopted it really is an inherent duty again again that's that's that's state law i mean i understand some states have an obligation of good faith in wing in contracts and some don't and i'm not an expert on what we scheana provides but either way you're if there's there's no federal contract a common law unless we're talking about maritime case or something like that impairing its its contractual obligations unless it's reasonable and necessary for a public purpose our hero under that through if i understand it not correct around if i did interrupt you but let me just as ron continue training to the train of thought under that theory any time a state or local governmental entity enters into a contract it is barred by the constitutional court of the contracts clause in it in the federal constitution claim case and claim in our complaint we could drop it and continue on in court with the remaining claims it's there through and slippery jurisdiction but i don't think it's necessary and i think it's important just sniff get back to your question about thirteen ninety six the judge below didn't find that we had and in forcible right under that statute she said that under these circumstances situations like this often lead to relief and what she did was got a case on monday had a hearing on friday took evidence all day sworn declarations documents exhibits and then turned out a fifty five page decision was only two  with three days and two of them were that weekend saying under these circumstances i think there is a likelihood of success i don't think it's fair to tie the district court to any particular claim i think it's fair to look at every claim which is why we think you should look at her amended complaint but even if you weren't to look at her amended complaint because it was filed after the notice of appeal it presents a number of causes of action and supports a number of causes of action and we are our beliefs i like our chances when i see facts like this you know what it says this is pay or play politics and retaliation if you don't perhaps you misunderstood my question i was simply asking what did the council simply they did not proceed under the contract to terminate families what we're saying your honor is that their action that purports to terminate the lease was unlawful the resolutions that they they passed to terminate that these were on lawful acts the district court equated them to retaliate those are best explained as retaliation for failing to acquiesce to it unlawful  then the reason they were cast in resolution was to try to invoke a legislative immunity and on that point i would say that that's that's easily in a political year because this is the administration of a contract number of the actually of edge don't occur anywhere near the council but the there's no case that says nearly voting on something doesn't make it to say that the fact that they went into a four hour executive session right before this vote and in the resolution itself says nothing on the face of it as to why they did it and then that executive session doesn't even have the councilman who who proposes the resolutions coming back into the room shows it's utterly unexplained but it also shows something really important to legislative immunity it shows that if this were about policy or if this were about budget budgetary implications of this or any of the ordinary governance things it be in the open public there'd be no reason to hide in a four hour executive session there are public meetings laws for that very purpose they're hiding in an executive session because this is a targeted action against a house center that is doing its best to meet the needs of the community and it didn't acquiesce as it had in the past to improper appreciate your responding to our questions about what your cause of action or theories are as i hear you your your main theory the one which if we had to decide today that we were going to affirm the injunction and watching we were we won't but if we were to decide that what is your strongest theory on which we would do that it sounds to me as though you think your strongest theory is the federal constitutional impairment is because that cause of action and cause us heightened duty on the state when it's a public contract and so here the public entered into it the absence of any explanation just deafening in its silence the notion that these parties didn't negotiate that's because there's no good faith on the other side that's why we couldn't go shit there was an attempted negotiation it's in the record it's described as our client going  councilman spears and saying you know kill me come up with a workable solution there would have been workable solutions and in fact this preliminary injunction is almost you know the most ingenious solution that could have been conceived of what she did was she filled the gap of care that the parish left open the parish kicked a provider out there was meeting the star of the needs of its patients with no explanation and she filled it so that it won't be again and i think that the actions of the parish proved that the gap was inevitable if we were if our client were kicked out back in july thirty first there's nobody to replace jefferson if i so fill in a little bit if you will please on your  here is their own doing they don't have a rational basis for their own action they didn't advance a public purpose they dramatically disserved a public purpose so from a due process standpoint those are hard arguments to make i granted they're not easy but with our stacks that are under suited below i feel good about those stats and i think i think when you present those facts to a rational fact finder that's the conclusion that you reach we know what this  opposing counsel about oh about attorney's fees are you or are you seeking attorneys fees i mean a chief judge do it ask a question about whether this can all be resolved in my suspicion is usually just beach like this can't because attorneys fees is a is a real stumbling block even if you know even if a new entity is brought in and in the end the services are being provided the players come back and say well but you know we caused these cha circumstances where in total to a bunch of fees here so we're what we're where do you stand on on asking for the potential of asking for it fees as i stand here today i don't have authority to say that they would be waived but i have i can represent that i would encourage my client to waves and i know that my client is not this is not but motivated this action is not about the turn he sees if you listen to her testimony amply can listen to your honor but if you were to read her testimony below you can tell it's not about attorney's fees it's about opening a door to her patients that she wants to be seen are you going to talk about an appearance with the health care center or the funding of these services or the service  with no one else there so there was a guaranteed inevitable gap this notion that another section three thirty how center is ready to step in is misleading and incorrect because of the way this program works if this other provider were not  section three thirty health center grantee this wouldn't be an issue if they had another nonprofit provider lined up and could swear under oath yes we can step in to morrow then then yes the dissolution the preliminary injunction to be dissolved the reason that can't work here in the reason it's misleading to say that this other health center can do that is because of the way the program operates this service area the jefferson parish is in is served by virtue of a grant that  awarded to a particular grant see and then it's their obligation to serve that area and the federal government wisely doesn't want to give that grants to another health center and have overlapping responsibilities because that's not a wise utilization of scarce federal dollars so what they do is they have a service area given to a provider it's jefferson community health care centers obligation to serve it if they lose that competition and it would be a tragedy because i think these circumstances would have potentially influence that if they were to lose that competition and this other provider were to win it then yes they would come in and take over the entire service area jefferson my client would cease to exist as a federal grants converse lee if we were to receive the award in that service or a competition another section three thirty grants he could not come in because that creates the service area over that and i know it's painful to read those policies but this is spelled out in the policies that your honour's allowed to be supplemented to the record through the motion to points i'd make on this the prior federal approval issue there is no prior federal provo no other section three thirty grantee can come in and serve in this area without it doesn't exist yet and we won't know until february twenty eighth two thousand and seventeen at the latest now typically there is some heads up i don't know exactly when it will be but there will be a decision by the federal government as to who wins that service area ward and then we'll know which section three thirty grants he can come in and the attached points i'd like to make to that are if you're not a section three thirty grantee if access health louisiana were to come into these sites and not operate as a section three thirty grantee it couldna fulfilled the contract that our client entered if you're not a three thirty grantee you don't then qualify as the sting called the federally qualified health center and if you don't qualify is that as a matter of law you can't get the enhanced reimbursement you can't get the cost reimbursement that allows you then to the good things with your surplus revenue for the uninsured you can't get federal tort claims act protection for your mouth practice liability see you have to buy medical malpractise you can't get discount drug pricing under this three forty b program you can't get all the bells and whistles that come along with this grant program that help those grantees use their resources most effectively so if they were to come in not as part of their section three thirty grand they'd have to prove that it's totally isolated from their grant project a very very unlikely scenario and then they wouldn't have any of those bells and whistles i wouldn't do it but in any event i'd like to like to end with the notion that that point ought to be addressed at district court level the question of whether a later developing fact is the basis for dissolution is really the district court's concern and we would discourage this court from addressing that the real question is did the district court err in issuing the injunction and our conclusion is it did not and we'd ask you re the complaint the original complaint which was the only complaint before the court the judge brought up whether or not there was a breach of contract and the court found that there was no breach  say about all that testimony you whatever but sure and that was one thing that was brought up as to whether or not that that the testimony was under feuded and the court of course the parish strongly of objects to that whether or not this was retaliatory again we didn't put anybody up because one person so strong just released it i mean what is the arguer of you know the legislative immunity beauty the answer is the claim that was asserted individual complaint it wasn't that there was a problem with the lease it was that the resolutions that were passed were unlawful and so that was that's the heart of the plaintiff's case is that the two resolutions one two seven zero two zero and i think it's not like on the other one i apologize but that is what the claim was on lawful the act of passing those two resolutions that was the allegedly unlawful act and it was brought up at the trial court and it was brought up again in our briefs in that the parish properly held a publicly held meeting that they voted on this issue in the type of content that can be discussed outside the public arena and you also have a specific agenda that needs to be followed and writers and that's what happened in executive session an issue that that the rug was somehow pulled out from under them litigated at the trial level it was about notice it was about the provisions of the contract and the district court found that the parish properly notified j c h c c that these contracts are coming to an end they did it for the marrow contract almost twice as long as is required by the contract there was no rug pulled out from under them if anything this is almost a no good deed improper inquiry that the motives of the legislators in passing the resolutions is a relevant to the case and that said there were a resolution the resolution approved the contract with access help all we need now is the ability to go into this facility so we can start providing health care like i said at the contract federal government agencies are that are necessary well the funds this contract does not require access health to be in f q h c entity at least for those two facilities like i said before access health already is an f c for other sites but this contract does not require it and that was one thing that that that was brought up in the federal government have to approve them taking over you know your own to get to provide the as counsel described earlier that it's about getting reimbursement for the services that you provide jefferson parish by way of its contract and in selecting access health is not requiring that access health be eligible for the reimbursement from the federal government and so really that being an effort you age see is it's about money and getting reimbursement from the from the federal government for  services that the contract between the parish and in excess health focuses on on the services themselves don't you and your arm have not really been concerned about whether the people who are being served before j c h a c will be served with federal farm correct you know care correct we would we want the we want the citizens to get the medical services how the entity the provider how they provide the services and how they're reimbursed that's between that entity and the federal government