Opinion
No. CV182-143.
November 10, 1982
ORDER
Plaintiffs come before the Court seeking an Order temporarily enjoining the termination of a contract to perform emergency room services and the implementation of a policy restricting emergency room privileges to physicians without private practices. A hearing was held at which the parties presented evidence and produced numerous depositions and documents.
Factual Background
Richmond County Hospital Authority entered a contract with University Emergency Physicians, P.C. (hereinafter referred to as "Emergency") on August 26, 1974, whereby Emergency agreed to provide continuous physician services in University Hospital's emergency room. The parties executed a compensation agreement the following day. The individual plaintiffs are employees and stockholders of Emergency. The contract provided for an initial term of two years with options to renew for two additional terms. Emergency exercised its options to renew and thus until August 31, 1980, operated the emergency department in accordance with the contractual time provisions. Since September 1, 1980, the contract has been terminable at will upon 120 days notice pursuant to paragraph 15 of the agreement which provides as follows:
At the end of the Primary Term or the last exercised option period, if later, this Agreement shall continue thereafter, unless and until terminated by either party giving one hundred twenty (120) days notice to the other.
Despite complaints about certain aspects of the management and operation of the emergency room, Emergency has continued to provide services to the emergency department to the present date.
During the course of the contract, Dr. Lambert, Director of University Emergency Physicians, P.C., frequently expressed interest in the concept of free-standing medical clinics. He defined a free-standing emergency clinic as "a medical clinic that's located outside the confines of the hospital walls that provides general medical treatment and minor emergency treatment to the general public on a nonappointed basis." (Deposition of Dr. LeWayne Lambert at 237). On November 23, 1981, Dr. Lambert on behalf of Emergency announced to Ed Gillespie, Chief Executive Officer of Richmond County Hospital Authority (hereinafter "Authority"), Emergency's intention to open free-standing emergency clinics in the immediate area. Thereafter, Emergency proceeded with its plans to construct and operate such clinics in the Augusta, Georgia vicinity. The plaintiffs are currently operating a clinic in West Augusta and will soon open a clinic in South Augusta.
During the period between November, 1981, and the filing of this lawsuit, the Medical Staff of University Hospital and Mr. Gillespie expressed displeasure with Emergency's plans and openly opposed the operation by Emergency of emergency facilities while still under the contract with the Authority. On June 15, 1982, the Executive Committee of the Medical Staff unanimously approved the reaffirmation of the Credentials Committee policy of February 17, 1975. The Policy, which has not been adopted by the Authority, provides as follows:
Membership in the Division of Emergency Medicine is incompatible with the demands of private practice and therefore privileges in Emergency Medicine will not be granted to an applicant also engaged in private practice. This would also be interpreted to mean that if an Emergency Room Physician enters private practice, his privileges in Emergency Medicine would be suspended and subject to revocation pending action of the Executive Committee.
By letter dated June 22, 1982, Frank Dennis, Chairman of the Authority, gave written notice to Dr. LeWayne Lambert as Director of Emergency, of termination of the agreement between the Authority and Emergency. He confirmed the notice of termination of the contract as well as the compensation agreement on August 3, 1982, effective December 3, 1982.
On July 9, 1982, the plaintiffs filed the above-captioned lawsuit for injunctive relief and treble damages alleging that the contract termination and the Executive Committee policy were the result of conspiracies among the defendants and unnamed co-conspirators to unreasonably restrain competition in violation of Section one of the Sherman Act, 15 U.S.C. § 1, by forcing the plaintiffs out of the market place. The plaintiffs assert that without the revenues generated by the contract with the Authority, they will be unable to continue to finance their on-going business and will be precluded from proceeding with their plans to build additional clinics. If implemented, the Executive Committee policy will force the individual plaintiffs to choose between their private practice and their practice of emergency medicine at University Hospital. The plaintiffs contend that both the contract termination and the policy are acts in furtherance of the defendants' conspiracy to prohibit Emergency from opening and staffing emergency clinics which would compete with the defendants' emergency departments for patients.
The defendants refute the plaintiffs' contention that they conspired to terminate the contract and hinder the plaintiffs' ability to open and staff the emergency clinics in order to retrain competition. The defendants contend that the contract termination and formulation of the policy were instead the result of years of concern on the part of the hospital administration and medical staff over the quality of care offered in the emergency department, in particular the adequacy of supervision and staffing levels. Because they believed that Emergency's operation of the clinics would further dilute the quality of health care offered in the emergency department and would thwart efforts to improve the professional services in the emergency room, the hospital administration and medical staff acted on these concerns by, respectively, terminating the contract and formulating the policy, according to the defendants. The potential for conflicts of interest created by Emergency's simultaneous operation of the hospital emergency room and a private emergency clinic business was of special concern to the defendants.
The plaintiffs have asked the Court to enjoin defendants Authority and Gillespie from terminating the contract and from implementing the Executive Committee policy until the resolution, on the merits, of this lawsuit. The plaintiffs have moved to amend their complaint to include a state law count based on the alleged illegality of the termination, premising a right to relief under state law on the grounds that the Chairman of the Authority acted unilaterally and without authority in giving notice of termination and that the Authority failed to comply with the Georgia Open Meetings law, Ga. Code Ann. § 40-3301. O.C.G.A. § 50-14-1.
Analysis I. Subject Matter Jurisdiction
The Court must first address the contention that it lacks subject matter jurisdiction over the Sherman Act claim. The question is "whether there is sufficient interstate commerce to authorize the exercise of federal jurisdiction." Alabama Homeowners, Inc. v. Findahome Corp., 640 F.2d 670, 673 (5th Cir. 1981). In McLain v. Real Estate Board, 444 U.S. 232 (1980), the Supreme Court relaxed the jurisdictional showing required of plaintiffs suing under section 1 of the Sherman Act, holding that
[t]o establish the jurisdictional element of a Sherman Act violation it would be sufficient . . . to demonstrate a substantial effect on interstate commerce generated by . . . [defendants'] brokerage activity. [Plaintiff] need not make the more particularized showing of an effect on interstate commerce caused by the alleged conspiracy to fix commission rates, or by those other aspects of [defendants'] activity that are alleged to be unlawful.Id. at 242-43.
It is thus settled that by demonstrating "a nexus merely between interstate commerce and the defendant's general business activity rather than the defendant's allegedly unlawful conduct," Note, 15 Ga.L.Rev. 714, 715 (1981), the plaintiffs make a sufficient jurisdictional showing. The Court is satisfied that the plaintiffs have done so by coming forward with evidence that the defendants' general business activity substantially affects interstate commerce. Plaintiffs presented evidence of the treatment of South Carolina residents at University Hospital, the receipt of funds from Medicare, Medicaid and other third-party payors, and the purchase of supplies, drugs, and medical equipment which move in interstate commerce. Therefore, the Court finds that it has subject matter jurisdiction over the plaintiffs' Sherman Act claims.
This finding does not, however, extend to the requirement that plaintiffs establish, as a substantive element of the Sherman Act, that the defendants' allegedly unlawful restraint of competition affects interstate commerce. See Hospital Building Co. v. Trustees of Rex Hospital, 425 U.S. 738 (1976); Chatham Condominium Associations v. Century Village, Inc., 597 F.2d 1002 (5th Cir. 1979).
II. Preliminary Injunctive Relief
The entry of this federal court, via the plaintiffs' prayer for injunctive relief, into the internal management affairs of a county hospital authority and its hospital and medical staff must be marked by restraint. Where federalism concerns are raised, "the principles of equity militate heavily against the grant of an injunction except in the most extraordinary circumstances."Rizzo v. Goode, 423 U.S. 362, 379 (1976). Even when only private parties are involved, equity constrains the court: "There is no power the exercise of which is more delicate, requires greater caution, deliberation, and sound discretion, or is more dangerous in a doubtful case, than the issuance of an injunction." Early v. Bristol County, 508 F. Supp. 35, 36 (E.D.Tenn. 1980). Moreover, courts have been hesitant to review hospital administration actions and decisions concerning the quality of professional services. See Arizona v. Maricopa County Medical Society, ___ U.S. ___, 102 S.Ct. 2466 (1982) (price-fixing scheme does not implicate such concerns). "[S]o long as staff selections are administered with fairness, geared by a rationale compatible with hospital responsibility, and unencumbered with irrelevant considerations, a court should not interfere." Sosa v. Board of Managers of Val Verde Memorial Hospital, 437 F.2d 173, 177 (5th Cir. 1971). Conversely, of course, where "irrelevant considerations" motivate a decision or act, which plaintiffs contend is the case here, the Court acts within its own province.
The Former Fifth Circuit has consistently held that the movant bears the heavy burden of establishing four pre-requisites to the issuance of a preliminary injunction: (1) a substantial likelihood that the movant will prevail on the merits; (2) a substantial threat that the movant will suffer irreparable injury if the injunction is not granted; (3) that the threatened injury to the movant outweighs the threatened harm an injunction may cause the opponent; and (4) that granting the preliminary injunction will not disserve the public interest. Southern Monorail Co. v. Robbins Myers, Inc., 666 F.2d 185 (5th Cir. 1982) (Unit B). These prerequisites are not modified because a case involves antitrust violations. Hardin v. Houston Chronicle Publishing Co., 572 F.2d 1106 (5th Cir. 1978). The courts employ a sliding scale analysis in considering these factors, balancing the relative strengths and weaknesses of the movant's showing as to each prerequisite. See Florida Medical Association, Inc. v. U.S. Dept. of Health, Education and Welfare, 601 F.2d 199, 203 n. 2 (5th Cir. 1979); Fox Valley Harvestore v. A.O. Smith Harvestore Products, Inc., 545 F.2d 1096 (7th Cir. 1976). However, a complete failure to carry the burden of demonstrating a substantial threat of irreparable injury will not be remedied by a strong showing on the other factors. Hardin v. Houston Chronicle Publishing Co., 426 F. Supp. 1114 (S.D.Tex. 1977),aff'd 572 F.2d 1106 (5th Cir. 1978); Lamarca v. Miami Herald Publishing Co., 395 F. Supp. 324 (S.D.Fla. 1975), aff'd 524 F.2d 1230 (5th Cir. 1975). This is so because when an injury is compensable by money damages, the court is not justified in granting equitable relief. 426 F. Supp. at 1117; 395 F. Supp. at 328. "`[T]he possibility that adequate compensatory or other corrective relief will be available at a later date, in the ordinary course of litigation, weighs heavily against a claim of irreparable harm.'" Sampson v. Murray, 415 U.S. 61, 90 (1974) (citation omitted) (emphasis supplied).
With these principles in mind, the Court may proceed to evaluate the evidence.
a) Irreparable Injury
The plaintiffs assert that if the contract is terminated, thereby depriving Emergency of the funds generated by the contractual relationship with the Authority, their business will be threatened with destruction. They contend that the withdrawal of Emergency's only substantial asset, the contract, will force the clinics now operating to close and will foreclose the plans to open new clinics. According to the plaintiffs, Emergency was relying on the revenues generated under the contract to retire the debts incurred in opening the West and South Augusta clinics, and the plans to open other clinics are contingent upon the success of the first, prototypical clinic. Without the contract, the plaintiffs claim, they will be unable to service the debt or to obtain further extensions of credit. The physicians and support personnel will, without the security of the contractual relationship, lose their source of income and Emergency's free-standing clinics will be removed from the market place, according to the plaintiffs.
Dr. Lambert testified on deposition that "the funding of the clinics is based on debt financing" and that "[l]ending institutions are reluctant, if not unwilling, to loan us money based on insecurity (sic) of not having the contract that we did have." (Deposition of Dr. Lambert at 163). Dr. Lambert had been informed by his lender that "the jeopardy of the contract" would be the lender's reason for declining to extend any more loans. (Deposition at 175-76). Without the loans from lending institutions, the proposed clinics could not be opened and the operating clinic would be threatened with destruction because of the inability to make repayments on the principal. (Deposition at 175). He further stated that "[t]he difference between one clinic working or not working is dependent upon our continued relationship with University Hospital." (Deposition at 164). The plans to build fifty clinics had to be set aside because Emergency could no longer rely on capitalizing the clinics with revenues generated under the contract. (Deposition at 164). Lambert testified that he believed that the clinics in West and South Augusta would achieve sufficient patient volume to cover operating expenses but doubted that they would generate enough money to retire the debts incurred in opening the clinics. (Deposition at 168). Without the contract, Lambert opined, the projected breakeven or profitability dates for the then operating clinic and the Southside Clinic would be pushed back approximately four to ten months. (Deposition at 168-71). Lambert repeatedly stated that the result of the contract termination would be the destruction of the plaintiffs' business, (Deposition at 180), because without the contract, Emergency "would cease to exist as a business and [the plaintiffs] would have to rely totally on the one clinic that we do have open right now, that's not breaking even yet." (Deposition at 180). He later testified that Emergency would be unable to maintain the existing clinic (Westside) to the breaking even point without the contract:
We won't be able to buy the equipment necessary to open the — just to equip the clinic; we won't be able to buy the drugs that you have to have to treat the patients; we won't be able to provide the personnel to take care of patients. . . .
(Deposition at 315).
At the time Dr. Lambert was deposed, Emergency had already received a line of credit in the amount of $200,000.00 from First National Bank and Trust Company of Augusta. The lender had been notified of the letter of termination and was thus aware of Emergency's status at the time of the loan. Since that time, Emergency has received unsecured loans amounting to $330,000, guaranteed by the four individual plaintiffs. Emergency has proceeded with plans to open the Southside Clinic. In light of these developments, the Court cannot resolve Lambert's testimony that lenders would be discouraged from extending credit to Emergency without the contract.
Lambert testified on deposition that the Westside Clinic was experiencing a better than projected patient flow in its first several months of operation. (Deposition at 711). Wayne Schumann, business manager for Emergency, testified in his deposition that cash flow at Westside Clinic was "on target" and that though a deficit was shown for the first three months of operation, accounts receivable exceeded the deficit. (Deposition of Wayne Schumann at 157-59). Schumann also mentioned that he was pursuing an investment angle by contacting interested investors. (Deposition at 246). Dr. Lambert indicated that an investment in a free-standing emergency clinic would be profitable. (Deposition of Dr. Lambert at 242).
It is difficult for the Court to reconcile this testimony with the assertions that Emergency will cease to exist without the contract. Particularly in view of the business acumen of Dr. Lambert, as evidenced by his personal financial statements, it is not easy to understand why the plaintiffs relied so heavily on a contract terminable at will as the basis for undertaking a business enterprise. These inconsistencies raise serious doubts, but be that as it may, the Court must look to the law established in this area to determine whether the plaintiffs are confronted with a substantial threat of irreparable harm.
As I have already noted, "[t]he requirement of irreparable harm to support the granting of a preliminary injunction applies to private antitrust actions in the same way it applies to equity actions in general." Friendship Materials, Inc. v. Michigan Brick, Inc., 1982-2 Trade Cas. ¶ 64, 756 at 71, 676-67 (6th Cir. 1982). The Supreme Court in Sampson v. Murray held that "the temporary loss of income, ultimately to be recovered, does not usually constitute irreparable injury." 415 U.S. at 90. Even where recovery is not so certain, if damages can be measured with reasonable certainty, allegations that "the value of . . . `ongoing businesses,' would be destroyed," Lamarca, 395 F. Supp. at 328, will not alone support a finding of irreparable injury. Accord, Hardin, 426 F. Supp. at 1117. Where the termination of a dealership with the resultant loss of a business is attended by an injury to good will, the harm may be incalculable and thus may justify a finding of irreparable injury. Jack Kahn Music v. Baldwin Piano Music, 604 F.2d 755 (2nd Cir. 1979); Semmes Motors, Inc. v. Ford Motor Co., 429 F.2d 1197 (2nd Cir. 1970). And where the potential loss of a livelihood would hinder the plaintiff's ability to pursue its antitrust suit, courts have granted injunctive relief. Fox Valley Harvestore, Inc. v. A.O. Smith Harvestore Products, Inc., 545 F.2d 1096, 1098 (7th Cir. 1976). Outside of these situations, an interlocutory injunction is simply unwarranted where the injury is capable of rectification by damages.
The plaintiffs attempt to fit their situation into those described above. However, it does not appear that Emergency has established any good will because the public identifies it with the University Hospital emergency room rather than viewing Emergency as a separate entity. Nor can the Court conclude that the plaintiffs will be unable to finance an antitrust action. Most importantly, the plaintiffs cannot contend that damages could not be reasonably calculated on the basis of past remuneration under the contract and the value of the harmed or destroyed business, including lost profits. See Spray-Rite Service Corp. v. Monsanto Co., 1982-2 Trade Cas., ¶ 64,808 at 71,987-8. This is particularly true in light of the relaxed standard for proof of damages in antitrust cases. See Malcolm v. Marathon Oil Co., 642 F.2d 840, 864 (5th Cir. 1981).
According to Dr. Lambert, plaintiffs had originally planned to open as many as 50 clinics across the Southeast. Plaintiffs have not, however, made the "showing of preparedness" to go forward with these plans, with or without the contract, which would lead the Court to the conclusion that these proposed clinics are threatened with any injury. See Hayes v. Solomon, 597 F.2d 958, 977 (5th Cir. 1979). Dr. Lambert testified that Emergency and the individual plaintiffs had no current plans to operate clinics outside of the Augusta area because they intended to focus their attention on the Augusta clinics and because free-standing emergency clinics have already been opened in many of the areas investigated by the plaintiffs. (Deposition of Dr. Lambert at 706; see also Deposition at 347). A finding of irreparable injury cannot be premised upon such ephemeral plans.See Hayes v. Solomon, supra.
The Executive Committee's restrictive policy has not been adopted by the Hospital Authority nor does it appear that such a policy will be implemented until a new contract is negotiated. Thus, the plaintiffs neither have been nor will be injured by the proposed policy. Insofar as they do allege that the policy, if implemented, will harm them, such injury would be limited to the increased costs incurred by hiring more physicians to staff the emergency room and the clinics. Obviously, this injury would be compensable by an award of damages.
The plaintiffs have not demonstrated to the Court that they will suffer injuries not compensable by money damages. Therefore, because the plaintiffs have an adequate remedy at law, equitable relief is not appropriate. To minimize the potential harm to the plaintiffs, the Court will set this case for trial as expeditiously as possible. The period for discovery will end on December 31, 1982. Shortly thereafter, the case will come on for status and pretrial conferences. All parties will be expected to comply strictly with all deadlines.
b) The Remaining Factors
Because of my conclusion that the plaintiffs have an adequate remedy at law, it is not necessary to discuss the other prerequisites to the issuance of a preliminary injunction. However, it may be helpful to comment briefly on each of the remaining factors.
The balance of hardships and disservice to the public interest factors overlap in this case. The Court is not convinced that the balance of harms weighs in the plaintiffs' favor. To freeze the defendants into "an intimate and continuous relationship with a [group] [they] no longer wish(es) to be associated with" would, in my opinion, seriously impair the hospital administration's decision-making process with regard to the emergency department. The Court cannot give credence to the plaintiffs' suggestion that a harmonious working relationship can be maintained between the Emergency physicians and the defendants in light of the acrimony evidenced in some of the documentary and deposition evidence. Such animosity may be concealed but cannot easily be eradicated.
More critical than the hardship to the defendants of being locked into a relationship they seek to sever, is the very real possibility that the public will ultimately be the victim in this dispute between a hospital administration and members of its medical staff. The tension and atmosphere of constraint which normally emanate from the filing of a lawsuit will undoubtedly affect the channel of communication between the administration and the emergency room physicians, which will in turn affect the quality of health care offered in the emergency department. In view of the potential danger to public health and welfare of forcing the parties into a relationship the defendants seek to end, I find that the issuance of a preliminary injunction would disserve public interest.
I hasten to add, however, that I am not unaware of the disservice to public interest which would flow from the thwarting of the plaintiffs' efforts to maintain free-standing emergency clinics. In order to avoid further victimization of the public, I reiterate that delay in bringing this case to trial will not be tolerated.
The last factor, likelihood of success on the merits, is troublesome. After a complete review of the record, extensive research, and consideration of the excellent memoranda filed by counsel, I am reluctant to draw any conclusions about the likelihood of success on the merits. It is not yet clear to the Court whether the plaintiffs allege essentially two conspiracies, — a concerted refusal to deal (or group boycott) by the Medical Staff, the Authority, and unnamed co-conspirators and a unilateral refusal to deal by the Authority in order to effectuate an unlawful arrangement such as price-fixing — or whether they allege one conspiracy in the nature of a group boycott with the Authority at the hub and the Medical Staff, Doctors Hospital, and unnamed co-conspirators as the spokes of the conspiracy.
Assuming the existence of concerted action, the critical issue of whether the defendants' actions are to be analyzed under the rule of reason or under a per se standard must be addressed. The Court is not prepared, on the basis of an incomplete record, to rule on the question of the plaintiffs' burden of proof at trial. Even analyzing the plaintiffs' evidence under both standards would be impossible because no evidence of the relevant product or market was offered to enable the Court to apply the rule of reason analysis.
Furthermore, the plaintiffs' evidence with regard to concert of action does not allow the Court to rule that they have a reasonable likelihood of success on this point. Without detailing the evidence here, the Court merely wishes to point out that conscious parallelism of action will not alone support a finding of conspiracy. Joseph E. Seagram Sons, Inc. v. Hawaiian Oke Liquors Ltd., 416 F.2d 71 (9th Cir. 1969), cert. denied 396 U.S. 1062 (1970).
III. Pendent State Law Claims
United Mine Workers v. Gibbs, 383 U.S. 715 (1966) established that where the federal and state law claims derive from a common nucleus of operative fact and if the adjudication of the state law claim will not prove inconvenient or unfair to the litigants or unduly burden the proceedings, a federal court may exercise pendent jurisdiction over state law claims. The requisites having been satisfied here, the Court may exercise jurisdiction over the state law claims. Permission to amend the complaint to add the state law claims is therefore granted.
The plaintiffs contend that in signing the letter giving notice of termination of the contract, Mr. Dennis, the Chairman of the Hospital Authority, acted unilaterally and that in doing so he acted without authority. However, he testified in his deposition that he discussed the matter with several members of the Authority informally, thus the situation is more akin to an informal meeting of several members of a governing board than to a wholly unilateral action by one member. It cannot be disputed that prior to sending the notice of termination, the action was not discussed at a formal meeting, open to the public, of the Authority. As the Court interprets the plaintiffs' theory of relief, they seek to have the attempted termination declared null and void on the ground that such an action could only be taken after the approval of the full Authority at a formal meeting open to the public pursuant to the Georgia Open Meetings law, Ga. Code Ann. § 40-3301, O.C.G.A. § 50-14-1.
The defendants insist that the Chairman was authorized to send the letter of termination and that even if he was without such authority, his action was subsequently ratified by the Authority at its September 30, 1982 meeting. They also dispute the applicability of the so-called "sunshine" law to the instant situation, because termination of the contract does not constitute "official action" within the meaning of the Open Meetings law.
It is not necessary for the Court to determine whether the Chairman acted within his powers in signing the notice of termination letter or whether the decision to terminate was "official action" within the meaning of the Open Meetings law because I find persuasive the defendants' argument that the Authority subsequently ratified the Chairman's action, thereby curing any assumed defects in proceedings. I would note in passing that the termination and notice thereof appear to be well within the powers of the Chief Executive Officer as enumerated in the Authority bylaws and that the Chairman signed the letters at the request of the Chief Executive Officer acting within those powers.
It is a general principle of law that defects occurring in the proceedings of a governmental body may be cured by new proceedings complying with all statutory requisites. 5 McQuillin, Municipal Corporations, § 16.93, at 299. It is also well settled that "a governmental body may effectively ratify what it could theretofore have lawfully authorized." 4 McQuillin, Municipal Corporations, § 13.47, at 563. Such a ratification relates back to the time when the act ratified was performed. 75 C.J.S. at 608. Of course, an ultra vires action cannot be so ratified, but if the entity could lawfully have undertaken the action, the act may be ratified. 56 Am.Jur.2d, at 560. There is no doubt that the Authority could terminate the contract, and if it determined to do so, the Chairman could unquestionably have performed the ministerial duty of sending the notice of termination.
The question before the Court is whether the Georgia courts would recognize the curative act of ratification of an action taken in violation of the Georgia Open Meetings law. The doctrine of ratification as a general principle is well-established in Georgia. See Ga. Code Ann. §§ 4-302, 4-303; O.C.G.A. §§ 10-6-51, 10-6-52; Griggs v. Dodson, 223 Ga. 164 (1967);Higgins v. D F Electric Co., 110 Ga. App. 790 (1964); Mendel v. Converse Co., 30 Ga. App. 549 (1923). No Georgia court has considered the effect of a subsequent ratification of an action taken in violation of the sunshine law. The Georgia courts have not rigidly applied the dictates of the Open Meetings law, however. See Deriso v. Cooper, 245 Ga. 786 (1980); Dozier v. Norris, 241 Ga. 230 (1978);Harms v. Adams, 238 Ga. 186 (1977). Indeed, in weighing the balance of interests implicated by the Open Meetings law ___ the public's right to know and to participate in the decisionmaking processes of governing bodies and the government's interest in orderly process ___ the Georgia courts have had due regard for the latter and have refused to allow the sunshine law to disrupt the execution of governmental decisions, particularly where there is no intent to avoid its dictates. In light of this trend in Georgia law, I find that the courts of Georgia would agree with the decisions in other jurisdictions which have recognized that "where the decisionmaking process is repeated in compliance with the [open meetings] act, the objective of public observance is fulfilled and, as long as that subsequent action is retroactive in effect, governmental order is insured." Houman v. Pompton Lakes, 382 A.2d 413, 431 (N.J. 1977). See also Valencia v. Cota, 617 P.2d 63 (Ariz.App. 1980); Cooper v. Arizona Western College District Governing Bd., 610 P.2d 465 (Ariz.App. 1980);Pokorny v. City of Schuyler, 275 N.W.2d 281 (Neb. 1979). But see Bigelow v. Howze, 291 So.2d 645 (Fla.App. 1974).
At its meeting of September 30, 1982, the Authority expressly affirmed and ratified "the action taken by the Chairman on behalf of the Authority on June 22, 1982 and as modified on August 3, 1982." (D-180). There is no contention that the meeting of September 30, 1982, failed to meet the statutory requirements. The Court well recognizes the danger of eroding the notable purpose of the open meetings law but is also cognizant of the harm to the public of unduly disrupting the decisions of governing bodies. The Court therefore finds that, assuming an absence of express authority and a violation of the Open Meetings law, the defects were cured by the subsequent act of ratification by the full Authority.
Conclusion
For the foregoing reasons, the Court declines to grant the relief sought by the plaintiffs. Because the plaintiffs have an adequate remedy at law, the request for a preliminary injunction is denied. The plaintiff is likewise not entitled to relief on the basis of the other grounds asserted.SO ORDERED.