SUMIT SAWHNEY, M.D., ET AL.
v.
NORTHWEST MEDICAL CENTER, INC.
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Although a trial court properly dismisses a complaint for lack of standing of unincorporated entities and failure to allege individualized harm, it must grant leave to amend where only one amendment has been filed, the opposing party would not be prejudiced, and amendment would not be futile.
[1] Unincorporated associations lack legal capacity to sue or be sued absent an enabling statute, and a provision in bylaws designating a representative does not confer stand…
[2] A trial court must grant leave to amend a complaint where only one amendment has been filed, the opposing party would not be prejudiced by amendment, and it is not clear…
Previewing 2 of 2 headnotes on this case. FLexlaw’s editorially structured points of law — every proposition, pinpointed — are reserved for members.
Join FLexlaw to unlock all legal intelligence“A trial court should not deny a party leave to amend a complaint unless the privilege has been abused, there is prejudice to the opposing party, or amendment would be futile.”
Court's statement of the standard for denying leave to amend, citing World Class Yachts, Inc. v. Murphy, 731 So. 2d 798, 800 (Fla. 4th DCA 1999).
Medical staff and executive committee of a hospital, represented by individual physicians, sued the hospital for breach of the medical staff bylaws, s…
The full statement of facts, procedural history, and disposition for this case are member content.
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DISTRICT COURT OF APPEAL OF THE STATE OF FLORIDA
FOURTH DISTRICT
SUMIT SAWHNEY, M.D., o/b/o NORTHWEST MEDICAL CENTER MEDICAL STAFF and NORTHWEST MEDICAL CENTER EXECUTIVE COMMITTEE, and ERIC KLEINSTEIN, M.D., Individually, Appellants,
v.
NORTHWEST MEDICAL CENTER, INC., Appellee.
No. 4D2023-1901
[November 27, 2024]
Appeal from the Circuit Court for the Seventeenth Judicial Circuit, Broward County; Fabienne E. Fahnestock, Judge; L.T. Case No. 22-9137 CACE (18).
Richard H. Levenstein and Terry E. Resk of Nason, Yeager, Gerson, Harris & Fumero, P.A., Palm Beach Gardens, for appellants.
Jonathan E. Siegelaub, Martin B. Goldberg, Jennifer Christianson, and Clark S. Splichal of Lash Goldberg Fineberg LLP, Miami, for appellee.
CIKLIN, J.
This appeal arises out of a dispute between hospital administrators and medical staff regarding the procedure for amending the medical staff bylaws. The trial court dismissed the staff’s suit based on, among other grounds, lack of standing. We reverse, as there is no indication the privilege to amend has been abused or that the hospital administrators would be prejudiced by an amendment, and it is not clear that an amendment would be futile.
The appellants, Sumit Sawhney, M.D., on behalf of Northwest Medical Center Medical Staff (“Medical Staff”) and Northwest Medical Center Executive Committee (“MEC”), and Eric Kleinstein, M.D., individually (collectively, “Plaintiffs”), sued the appellee, Northwest Medical Center, Inc. (“Hospital”), alleging breach of contract (namely the medical staff bylaws) and seeking specific performance, as well as a temporary, permanent, and emergency injunction and declaratory relief. The trial court dismissed the
2
first amended complaint with prejudice on several grounds, including lack of standing of the Medical Staff and MEC to sue the Hospital, and failure to plead individualized and irreparable harm.
Our review leads us to conclude that the trial court did not err in dismissing the first amended complaint as pled. With respect to standing, the Plaintiffs do not dispute that aside from Dr. Kleinstein, suing on his own behalf, the Medical Staff and the MEC are unincorporated entities. Absent an enabling statute, unincorporated entities cannot sue or be sued. See Asociacion De Perjudicados Por Inversiones Efectuadas En U.S.A. v. Citibank, F.S.B., 770 So. 2d 1267, 1269 n.3 (Fla. 3d DCA 2000) (“An unincorporated . . . association has no legal existence and generally does not have the capacity to sue or be sued as an entity . . . .” (quoting Fla. Jur. 2d, Associations and Clubs, § 15 (1994))). The bylaws do not confer standing on these unincorporated entities, and the provision relied on by the Plaintiffs merely provides that the chief of staff serves as the representative of the Medical Staff. “Only the individual members or a properly certified class would have standing under these circumstances.” Id.
We also agree with the trial court that, as pled, the Plaintiffs did not allege any individualized harm.1
Although the trial court did not err in dismissing the first amended complaint, it should have granted leave to amend where the complaint was amended only once, the Hospital would not be prejudiced by amendment, and it is not clear that allowing amendment would be futile. See Condor, S.A. v. Plurinational State of Bolivia, 352 So. 3d 921, 928 n.7 (Fla. 3d DCA 2022) (“Because Bolivia filed only one amended complaint in this case, the trial court should have dismissed . . . without prejudice to Bolivia filing a second amended complaint.”); World Class Yachts, Inc. v. Murphy, 731 So. 2d 798, 800 (Fla. 4th DCA 1999) (“A trial court should not deny a party leave to amend a complaint unless the privilege has been abused, there is prejudice to the opposing party, or amendment would be futile.”).
Reversed and remanded.
3
WARNER and GROSS, JJ., concur.
* * *
Not final until disposition of timely filed motion for rehearing.