Attending LSU Law School many years ago gave me the privilege of being taught the law of contracts by Professor J. Denson Smith, a nationally recognized expert. In order for there to be a contract, two or more parties must have a meeting of the minds as to the substance of the contract — an enforceable specific agreement.
The LSU Board of Supervisors recently approved contracts whereby privately owned hospitals will “take over” most of the hospitals now operated by LSU. The contracts have 50 blank pages. What will the 50 pages provide? Is such a document really a contract?
There can be no contract because the agreement between the parties is not set forth in the document. It was said that LSU was going to allow Dr. William Jenkins to fill in the missing pages. Such broad agency discretion is not prohibited, but is that appropriate? Those terms will have to be satisfactory to the private hospitals, without which concurrence the private hospitals will refuse the contracts. If that is the case, then those who have acted on behalf of LSU have failed to fulfill their fiduciary duty to LSU and to the public.
Dr. Jenkins is a nice man. However, his selection as temporary president of the LSU System was to simply have a president convey the wishes of Gov. Bobby Jindal to the board for compliance. Now that Dr. Jenkins has been replaced by F. King Alexander, will Dr. Jenkins continue to act as a private individual/agent to fill in the 50 blank pages or will the LSU Board have to appoint another third party, such as Alexander? Since Alexander is coming to us from California, just how much does he know about the health care system in Louisiana? Alternatively, and much more appropriately, a new complete contract should be agreed upon.
The LSU board is acting at the behest of Gov. Jindal. The members are his appointees and do his bidding without question. The meetings are a stamp of approval for his wishes. If the board wants to publicly continue contracts with blank pages, they will continue to show that they should not serve because they don’t act in a fiduciary capacity in the best interests of LSU and the public.
The board should simply send the contracts to the governor and let him fill in the blanks. It can then approve a completed contract that contains all of the terms and conditions pertaining to the transfer of very valuable property and the important care of a significant segment of the population of Louisiana. Then the public will be allowed to see what the contact provides.
retired district attorney
former LSU board member