Hahn v. Delta Health Alliance

;
COVER SHEET
Court Identification Docket II
1~
1 ~ 16] 1 ~ 11J
County# Judicial
CourtiD
Civil Case Filing Form

(To be completed by At torney/Party
Prior to Filing of Pleading)
Mississippi Supreme Court
District
Form AOC/01
Administrative Office of Courts
Month
D
D
Docket Number
l:zJQ ll loI I I
(CH,CI, CO)
Date
I*1I' I
Local Docket ID
Year
This area to be completed bv clerk

Court of
In the CIRCUIT
Case Year
lo6 1a1a:1~ I~ I
(Rev 2009
Ori gin of Suit {Place an " X" in one box only)

Initial Filing
Reinstated
Remanded
Reopened
00
'
Case Number if filed prior to 1/1/94

County
LAFAYETIE
Foreign Judgment Enrolled

Joining Suit/Action
D
D
Judicial District
Transfer from Other court

Ap peal
Other
Plaintiff - Pa rty(ies) Initially Bringing Suit Should Be Entered First- Enter Additional Plaintiffs on Separate Form
Individual Hahn
James
Wayman
Last Name
First Name
Maiden Name, if ap plicable
__ Check ( x) if Individual Plainitiff is acting in capacity as Executor(trix) or Administrator(trix) of an Estate, and enter style:
Estate of
__ Check ( x) if Individual Planitiff is acting in capacity as Business Owne r/Operator (d/b/a) or State Agency, and enter entit'j
D/B/A or Agency
-M.l.-
Jr/Sr/111/IV
Business
Enter legal name of business, corporation, partnership, agency- If Corporation, indicate the state where incorporated
__ Check ( x) if Business Planitiff is filing suit in the name of an entity other than the above, and enter below :
D/B/A
Address of Plaint iff
315 Globe Looo. Oxfo rd . MS 38655
Attorney (Name & Add ress)
J im Waide. P .O. Box
MS Ba r No.
1357. Tuoelo . MS 38802
6857
__ Check ( x) if Individual Fi ling Initial P~ea ~' is NOT an atto rn ey

Signature of Individua l Filing:
Defendant - Name of Defendant - Entet
d ~ i~ onal Defendants on Separate Form
Individual
MT
Last Name l ~<

Fi rst Name
Maiden Name, if applicable
__ Check ( x) if Individual Defenda t acting in capacity as Executor(trix) or Administrator(trix) of an Estate, and enter style :
Estate of
Jr/Sr /III/IV
__ Check ( x) if Individual Defendant is acting in ca pacity as Business Owner/Operator (d/b/a) or State Agency, and enter entity:
D/B/ A or Agency
Business D e lta Health Allian ce, Inc. (MS}
Enter legal name of business, corporation, partnership, agency - If Corporation, indicate the state where incorporated
__ Check ( x ) if Business Defen dant is acting in t he name of an entity other than the above, and ent er below :
D/B/A
MS BarNo.
Attorn"' (N ame & Address) - If Known

Damages Sought:
__Check ( x ) if child suppo rt is contemplated as an issue in this suit.

Pun itive $
*If checked, please submit completed Child Support Information Sheet with this Cover Sheet
Compensatory $
Nature of Swt ,i'lace an "X m one box only)

Domes-tic Re lations
Busin ess/Commercial
Child Custody/Visitation
Accounting (Business)
Child Support
Business Dissolution
Contempt
Debt Collection
Divorce:Fault
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Divorce: Irreconcilab le Diff.
Foreign Judgment
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Replevin
Emancipation
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[.] Modification
Probate
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[] Separate Maintenance
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Gua rdianship
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Heirship
Appea ls
Intestate Estate
Administrative Agency
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Muniment ofTitle
Hardship Petition (Driver License)
Name Change
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MS Dept Employment Security
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Worker's Compensation
Othe r
Othe r
-D
D
D
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CJ
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Ch ildren/Minors Non-Domestic
Adoption - Contested
Adoption Uncontested
Consent to Abortion Minor
Removal of Minority
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Civil Rights
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.
IN THE CIRCUIT COURT OF LAFAYETTE COUNTY, MISSISSIPPI
JAMES W A YMON HAHN
PLAINTIFF
LAFAYETTE COUNlV
vs
DELTA HEALTH ALLIANCE, INC.
CAUSENO.:
JUL 2 2 2010
L\G-~l\ 1
DEFENDANT
COMPLAINT
This is an action to recover actual and punitive damages for wrongful termination in violation
of public policy. The following facts support this action:
1.
Plaintiff, JAMES WA YMON HAHN, is an adult resident citizen ofMississippi, who resides
at 315 Globe Loop, Oxford, Mississippi 38655. He is a former employee of the Defendant, working
as a Senior Vice President, reporting to the Defendant's Chief Executive Officer, Dr. Karen Fox.
2.
Defendant, DELTA HEALTH ALLIANCE, INC. , is a Mississippi nonprofit corporation,
which may be served with process upon its registered agent, David Potter, Delta State University,
Office ofthe President, 1003 W Sunflower Road, Cleveland, Mississippi 38733.
3.
Delta Health Alliance, Inc. is funded by the taxpayers of the United States for the purpose
of providing healthcare services to poor persons. Plaintiff accepted employment with the Defendant
in order to assist in this important public mission, giving up more lucrative private employment as

JAMES W AYMON HAHN
PLAINTIFF
vs.
CIVIL ACTION NO. L-10-441
DEFENDANT
NOTIC.E;_ OF SERVICE
TO:
James D. Waide, III, Esquire

WAIDE & ASSOCIATES, P.A.
Attorneys at Law
Post Office Box 1357
Tupelo, Mississippi 38802
NOV I 0 2010
NOTICE is hereby given, pursuant to the local rules of this Court, that Defendant Delta
Health Alliance, Inc. has this date served the following in the above-entitled action:
Defendant's Responses to Plaintiff's 30(b)(S)

Request for Production of Documents
The undersigned retains the original of the above documents as custodian thereof.
DATED this the 8111 day ofNovember, 2010.
Respectfully submitted,
BY:
Gary E. riedman, MS BAR #5532
Gregm Todd Butler, ~.1S BAR # 102907
PHEL S DUNBAR LLP
Jackson, Mississippi 39236-6114
Telephone: (601) 352-2300
Telecopier: (601) 360-9777
Email: friedmag@phelps.com
butlert@phelps.com
.' .
PD.4451737. J
CERTIFICATE OF SERVICE
I, GARY E. FRIEDMAN, do hereby certify that I have forwarded , via United States
mail, postage prepaid, a true and correct copy of the above and foregoing NOTICE OF SERVICE
to the following counsel of record:
WAIDE & ASSOCIATES , P.A.
Attorneys at Law
THlS the 8111 day of November, 2010.
2
PD.4451737. I
IN THE CIRCUIT COURT OF LAFAYETTJ<: COUNTY, MISSISSIPPI

JAlVJES W AYMON HAHN
PLAINTIFF
VS.
DE:FENDANT
LAFAYETTE COUNTY
NOTICE OF SERVICE
TO:
FILED
NOV 1'7 2010
Mary-Ali~Bl,lsby

Attorneys at Law
Pus! Offi-.:e Box 1357
CIRC~RK D.C.
fr(--_.:....---
Defendant's Responses to Plaintiff's First Set of Interrogatories,

Requests for Production of Documents
and Requests for Admissions
DATED this the 15 1h day ofNovember, 2010.

BY:
r..,r)' '):;
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~If~.
P. An
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a;~go~~tro'dd'.8l;tl;;:-M's ~AR:-#to29o7
PHELPc DUNBAR LLP
Telephone: (601) 352-2300
Telecopier: (601) 360-9777
Email: friedrr.mg@phelps .com
butlert@phelps.com
PD.4487335. I
I, GARY E. FRIEDMAN, do hereby certify that I have forwarded, via United States
mail, postage prepaid, a true and correct copy of the above and foregoing N011CE OF SERVICE
Attorneys at Law
THIS the 15th day ofNovember, 2010.
2
PD.448733 5. I

JAMES WAYMON HAHN
PLAINTIFF
vs.
CAUSE NO . L I 0-44 C -
DELTA HEALTH ALLIANCE INC.
DEFENDANTS
DEPOSITION SUBPOENA
TO:
Jere Nash
121 North State Street
Jackson, MS
(601-352-7037)
YOU ARE COMMANDED to appear at the place, date, and time specified below to
testify at the taking of a deposition in the above case and continue from day to day thereafter until
completed ..
PLACE:
Phelps Dunbar
4270 I55 North
Jackson, MS
DATE & TIME

November 29, 2010
2:00p.m.
Questions relative to this subpoena may be addressed to:

Attorney:
Rachel M. Pierce
Firm:
Waide & Associates, P.A.
Address:
P.O. Box 1357
Tupelo, MS 38802
Telephone:
(662)842-7324
"
CIRCUIT COURT OF LAFAYETTE CO., MS
Dated : 11-tl
'2010.
TN THE CIRCUIT COURT OF LAFAYETTE COUNTY, MISSISSIPPI

:::
JAMES W A YMON HAHN
PLAINTIFF
CAUSE NO. L I 0-44 r-
VS.
DELTA HEALTH ALLIANCE fNC .
DEFENDANTS
DEPOSITION SUBPOENA
TO:
Chip Morgan
Delta Council
433 Stoneville Rd .
Stoneville, MS
completed ..
DATE&TIME
December 8, 2010
9:30a.m.
PLACE:
Campbell Delong, LLP
923 Washington A venue
Greenville, MS
Questions relative to this subpoena may be addressed to :
Attorney:
Rachel M. Pierce
Firm:
Address :
P.O. Box 1357
Tupelo, MS 38802
Telephone:
(662)842-7324
CIRCUIT COURT OF LAFAYETTE CO. , MS
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BY: '\t0.,M...:,
Clerk of ~ourt
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Dated:
/I- 12- , 2010.
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~FAYETIE COUNTY
JAMES WA YMON HAHN
PLAINTIFF
Fl LED
vs.
BY
NOV 3 0 2010
CAUSE NO. 110-441
Mary A
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U&i;)y
DEFENDANTS
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DEPOSITION SUBPOENA
TO:
Dr. James Keeton

UMMC
Suite H-132
Jackson, MS
completed ..
DATE& TIME
November 29, 2010
11:00 a.m.
PLACE:
Phelps Dunbar
4270 I55 North
Jackson, MS
Attorney:
Rachel M. Pierce
Firm:
Address:
P.O. Box 1357
Tupelo, MS 38802
Telephone:
(662)842-7324
BY:
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Clerk of Court
Dated: hJD\J
, 2010.
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IN THE CIRCUIT COURT OF LAFAYETTE COUNTY, MISSISSIPPl

t.A,FAYETTE COUNlY
JAMES WAYMONHAHN
VS.
FD
PLAINTIFF
NOV 3 0 2010
CAUSE NO. LI0-441
~"
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DEFENDANTS
Ricky Boggan
339 Country Estates Road
Florence, MS 39073
testify at the taking of a deposition in the above case and continue from day to day tl1ereafter until
completed ..
DATE& TIME
November 29, 2010
1:00 p.m.
PLACE:
Phelps Dunbar
4270 I55 North
Jackson, MS
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Attorney:
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Telephone:
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P.O. Box 1357
Tupelo, MS 38802
(662)842-7324
BY:'=cz.Jds)c
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JAMES WAYMONHAHN
vs.
LfU=A .'EITC CuuNTY
PLAINTIFF
FILED
CAUSE NO. Ll0-441
NOV 3 0 2010
TO:
DEFENDANTS
Chuck Fitch
I 05 Marigold Cove
Madison, MS 39110
completed ..
DATE& TIME
November 29, 20IO
I :30 p.m.
PLACE:
Phelps Dunbar
4270 I55 North
Jackson, MS
Attorney:
Firm:
Address:
Telephone:

Rachel M. Pierce
P.O. Box 1357
Tupelo, MS 38802
(662)842-7324
CIRCUIT COURT OF LA1<A YETTE CO., MS
Bv.\l ~1c~~K\\~l
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Dated:
NoV q , 20IO.
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IN THE CIRCUIT COURT OF LAF .W~Btfrf~ MISSISSIPPI
FILED
JAMES WAYMONHAHN
PLAINTIFF
DEC 01 2010
VS .
CAUSE NO. LI0-441
MarY Alloe Bus~y

BY- CIRCUIT CLERK D.C.
DEFENDANTS
DEPOSITION SUBPOENA
TO:
Howard Davis
Taylor, Powell, Wilson
1705 Highway 82 West
Greenwood, MS
completed ..
PLACE:
Campbell Delong
923 Washington Avenue
Greenville, MS
Attorney:
Firm:
Address:
Telephone:
DATE& TIME
December 8, 2010
11:30 a.m.

Rachel M. Pierce
P.O. Box 1357
Tupelo, MS 38802
(662)842-7324
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IN THE CIRCUIT COURT OF LAFA ~~g~fi1YMISSISSIPPf
FILED
JAMES WAYMON HAHN
PLAINTIFF
DEC 01 2010
VS .
BY
CAUSE NO. LI0-441

. B b
Mary AItee us ':>Y
CIRCUIT CLERK..J),O.
DEFENDANTS
DEPOSITION SUBPOENA
TO:
Chip Morgan
Delta Council
433 Stoneville Rd.
Stoneville, MS
completed ..
PLACE:
Campbell Delong, LLP
Greenville, MS
DATE & TIME

December 8, 20 i 0
9:30a.m .

Attorney:
Rachel M. Pierce
Firm :
Address :
P.O. Box 1357
Tupelo, MS 38802
Telephone:
(662)842-7324
CIRCUIT COURT OF LAFAYETTE CO ., MS
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IN THE CIRCUIT COURT O~MECIElllYUNTY, MISSISSIPPI
FILED
JAMES WA YMON HAHN
PLAINTIFF
DEC 01 201D
vs.
CAUSE NO . L 10-441
Mary Alioe 6u&QY
CIRCUli CL.BAK
av_____
_,,O.
DEFENDANTS
DEPOSITION SUBPOENA
TO:
Steve Osso
Clarke, Bradley, Baker
& Co. , LLP
1604 South Main Street
Greenville, MS
completed ..
DATE& TIME
December 8, 2010
11:00 a.m.
PLACE:
Campbell Delong
Greenville, MS
Attorney:
Firm:
Address:
Telephone:
this subpoena may be addressed to :

Rachel M. Pierce
P.O. Box 1357
Tupelo, MS 38802
(662)842-7324
BY:
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Clerk of~urt
Dated:
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PROOF OF SERVICE
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IN THE CIRCUIT COURT LAFAYETTE COUNTY, MISSISSIPPI

JAMES WAYMONHAHN
LAFAYETTE COUNTY
FILED
vs.
DEC 01 2010
PLAINTIFF
CAUSE NO.: Ll0-441
~.<fee Busby
C cut[_CLERK
DEFENDANT
BY
D.C.
MOTION OF DR. KAREN FOX, Ph.D. TO INTERVENE
INTRODUCTION
Dr. Karen Fox respectfully moves the court for leave to intervene in the captioned civil
action, for the sole purpose of seeking a protective order for her reputation.
The captioned case involves allegations of wrongful termination by the Plaintiff, James Hahn,
against Delta Health Alliance ("DHA"). However, the focus of the case is on Hahn's claim that he
was wrongfully terminated for reporting alleged criminal misuse of funds by Dr. Fox, the President
and CEO ofDHA. (See Complaint, Exhibit "A" attached hereto.) Those reports were investigated
by DHA and found to be meritless. !d., <][10
Furthermore, when deposed in this case, Hahn has made false and defamatory accusations
of immoral conduct by Dr. Fox in her private life, which will be shown to the court at the hearing.
Those accusations are not even relevant to Hahn ' s allegations. They manifest his malice and ill-will
toward Dr. Fox.
Those defamatory statements are actionable. However, Hahn's defamatory statements
relevant to his allegations in this case are not, even if made maliciously and with knowledge of
falsehood. See, e.g., McCorkle v. McCorkle. 811 So. 2d 258, 266 (Miss. App. 2001). Only a
protective order by this court can protect Dr. Fox from injury by publication of Hahn's false and
defamatory statements in the course of this litigation which are relevant.
Dr. Fox is an accomplished healthcare executive. A copy of her resume is attached hereto
as Exhibit "B".
She holds a Ph.D. in health science administration; an MBA; and a BS in
engineering. She has published eleven papers. She is a frequent presenter at academic, government
and civic conferences.
She is an experienced executive and a successful applicant for substantial
grants.
Her hard-earned reputation is essential to her ability to recruit, retain, and effectively manage
subordinates; maintain the trust and confidence of her board of directors at DHA; apply for and
secure grants for DHA; and maintain her value in the market for healthcare executives.
The publication of Hahn's false and defamatory allegations against Dr. Fox not only impairs
her ability to do her job, but also poses the risk of irreparable harm to her reputation and profound
embarrassment to her. Dr. Fox is justifiably concerned that she will be irreparably stigmatized in the
minds of those who hear the accusations by Hahn against her, even if they doubt the truth of Hahn's
accusations.
STANDARDS FOR DECISION
M.R.C.P. 24 provides, in pertinent part:
1.
Intervention of right. Upon timely application anyone shall be permitted to intervene

in an action: ...
b. when the applicant claims an interest relating to the property or transaction which
is the subject of the action and he is so situated that the disposition of the action may
as a practical matter impair or impede his ability to protect that interest, unless the
applicant's interest is adequately represented by existing parties.
ANALYSIS
I.
Dr. Fox's application is timely.
The captioned case was filed July 22, 2010. Discovery in the case has not progressed far.
The deposition of James Hahn has been completed, but the transcript of that deposition has not.
Additional depositions have been set for the end of November and the first part of December. The
case has not been set for trial.
II.
Dr. Fox has an interest in this litigation.
Dr. Fox's interest in protecting her reputation and from being subjected to further
embarrassment and insult has been recognized as an interest sufficient for intervention, under rules
of procedure substantially the same as M.R.C.P. Rule 24. Referring to similar procedures for
intervention, the Supreme Court of South Carolina held:
"Interest" means any interest in the action, legal or equitable, as would make a party
a proper party to the action. Page v. Lewis, 203 S.C. 190 26 S.E. (2d) 569 (1943 ).
It can hardly be claimed the Leatherwood firm has no interest in this case. One of
their attorneys is, indirectly, being accused of unethical conduct which, if true, could
result in disbarment. The reputation of the entire firm is at stake. A good reputation
for honesty, uprightness, and fair dealing is a valuable possession which has never
been doubted. To destroy the reputation of the firm would be to destroy it
financially. To permit this case to go to a judgment which could injure the reputation
of the Leatherwood firm without giving it an opportunity to defend its name would
be great wrong without remedy. We hold the Leatherwood firm has a direct legal
interest in the outcome of this case and that the trial judge properly allowed it to
intervene ....
Bankers Trust ofSouth Carolina v. Bruce, et al v. Leatherwood, et al, 283 SC 408, 323 S.E.2d 523,
529 (SC 1984)[attachedfor court].
Similarly, an Indiana court has explained the need to allow intervention in cases of
privileged defamation:
It is true that, while courts of equity will sometimes intervene by injunction to
prevent injury to property, they decline to intervene by injunction to protect
reputation against libels and slanders. The reason given is that there is an adequate
remedy by law for damages for such injuries to reputation. But that is not always
true. Statements which would otherwise be actionable are privileged when they are
made in a pleading filed in a judicial proceeding, and it is clear that, though this
privilege strikes down the remedy at law for damages, a court of equity will not
entertain a suit to enjoin the assertion or perpetuation of the injurious matter, since
that would involve a trial of the issue presented in the original case. The appellant
then has no remedy by due course of law for the injury to his reputation, and the
resultant damage to him, which he asserts, unless the court in which the action is
pending shall be open to him, and unless he shall be permitted to there deny and
defend against the charges. It is true that the trial court invited John J. Dodd to
appear amicus curiae, but this is by favor, and not as of right, and it does not carry
with it the right to exceptions and appeal from adverse rulings. If the action in which
he sought to intervene involved a small bit of land, of little value, or a horse, or a
cow, or a few dollars, he would be held to have an interest in the right. It seems
inconceivable that a court of conscience can say that in this action the result of which
may brand him as guilty of the most despicable conduct, which may destroy his
opportunity to earn a comfortable living at his chosen profession, and which may
diminish the esteem in which he is held by his friends and neighbors, and cause his
family to hold a less respected place in th community, he has no interest, and that he
cannot be injured in his substantial rights by judgment.
Dodd etal. v. Reese etal, 216Indiana449, 459, 24N.E. 2d995 (Indiana 1940)[attachedforcourt].
III.
The disposition of this action will as a practical matter impair Dr. Fox's ability to
protect her interest.
If a protective order is not rendered and entered to restrict publication of Hahn's
defamatory accusations, Dr. Fox's reputation could be severely injured without any
remedy.
IV.
Allowing Dr. Fox to intervene will pose no undue delay or prejudice to the other
parties in the case.
Dr. Fox seeks a limited intervention. The restrictions she seeks will pose no undue
hardship on any party and will not deprive the Plaintiff of his day in court.
WHEREFORE, PREMISES CONSIDERED, Dr. Fox respectfully moves the court for leave
to intervene, for the sole and limited purpose of moving for protective order in the form attached
hereto as Exhibit "C". Dr. Fox seeks such other and further relief to which she may show herself
justly entitled.
Respectfully submitted, this the pt day of December, 2010.
Of Counsel:
Dunbar Davis, PLLC
Attorneys at Law
324 Jackson Avenue East
Oxford, MS 38655
(662) 281-0001
I, John H. Dunbar, do hereby certify that I have this day mailed a true and correct copy of
the above and foregoing document by E-mail, to:
Jim Waide, Esq.
WAIDE & ASSOCIATES , PA
Attorney for Plaintiff
Gary Friedman, Esq.
PHELPS DUNBAR
Attorney for Delta Health Alliance
This, the
1 st
day of December, 2010
11/24/2010 WED 10:10
'
FAX
raJ 001/014
..
!
IN THE CIRCl11T COURT OF LAFAYE'M'E COUNTY, MISSISSIPPI
lAMES WAYMON HAHN
PLAINTIFf
vs
LAFAYETTEOOUN'IVD
Fit ..
CAUSENO.:
JUL t Z2010
UD-l\l\1
DEFENDANT
Mr.~~
BY
Cl~ p.GIVRY TRIAL DEMANDED
...
COMPLAINT
This is an action to recover actual and punitive damages for wrongful termination in violation
of public policy. The following faets support this action:
1.
Plaintiff. JAMES WAYMON HAHN, is an adult resident citizen ofMississippi. who resides
' at 31 S Globe Loop, Oxford, Mississippi 38655. He is a former employee of the Defendant, working
as a Senior Vice President, reporting to the Defendant's Chief Executive Officer, Dr. ~ F9x.
2.
Defendant, DELTA HEAL1'H ALLIANCB, INC., is a Mississippi nonprofit corporatlon,
which may be served with process upon its registered agent, David Potter, Delta State Univmit)',
Office of the President, 1003 W Sunflower Road, Cleveland, Mississippi 38733.
3.
Delta Health Alliance, Inc. is funded by the taxpayers of the United States for the purpose
ofproviding hcaJthcare services to poor persons. Plaintiff'accepted employment with the Defendant
in order to assist in this important public mission, giving up more lucrative private employment as
EXHIBIT
"A"
11/24/2010 WED 10:10
FAX
laJ002/014
.t
a hospital administracor.
4.
In the latter stage ofhis employment for the Defendant, Plaintiff became concerned that the
Defendant'sCIUefExecutiveOfficer(Pr.Fox)wasmisusingsubstantialamowusofthcsctaxpayer
fimds. Believing Defendant's directors and officus could be held liable for these expendit\Rs,
PlaintifF expressed his concerns to other officers, two of whom resigned their employment.
5.
Plaintiff also reported his concerns to a member ofthe Defendant's Board of Directon and,
upon the member's recommendation, then reported tbe unlawful expenditures to the Chainnan of
the Board of Directors. Among other things, Plaintiff reported the following criminal aets:
A.
Dr. Fox used Defendant's fimds (i.e. funds ofthe taxpayers of the United
States)topayherOxford,Mississippiprivateattomey, who was representing
her in a private legal matter.
B.
Dr. Fox caused the lease of an expenSive condominium in Oxford,

Mississippi, which Fox used, insubstantial part, for her own persoaal benefit.
C.
Dr. Pox caused tbe percentage oftbe employer's contributions to Dcfcndrmt's

ERISA plan to be arbitrarily incn:ased iiom eleven percent (11 %) to twenty
percent(200/e), for the exclusive benefit of'Defendants executive emplO}'CeL
D.
Dr. Fox used funds of the 1axpayers of the United States to pay for childcare
expenses and other Pcnonal expense.
E.
Dr. Fox caused approximately $6,000.00 to be distributed for interior

dccoratiDg services for .her Memphis, Tenncsseepenonal decorator for which
no decorating .services were provided to Defendant.
F.
Dr. Fox, without authorization of the Board of Directon, unilarerally

modified the company automobile policy to gain a $3,000.00 per month car
allowance, after having previously used the Def'cDdant's funds to purchase
two late model cars for her own personal use.
11/24/2010 WED 10:10
FAX
liiJ003/014
..
0.
In direct coDII'Ivcntion of federal regulations, Fox used taxpayer money to

lobby the Mississippi State IA&isla~.
6.
The above acts constitute criminal embezzlement and &aud.
7.
In addition to the above criminal wrongdoing. Plaintiff was concerned because the 2009
budget provided for hundreds of thousands or dollars for programs which provided little or no
meaningful services. Such huge funding for programs which provide little or no service would
constitute tiaud or embezzlement of taxpayer money.
8.
Upon Plaintiff's reporting these illegal acts to the Defendants Chairman of the Board of
Directors. the Board of Directors hired a private consultant, a private law rum and a private certified
public accountant for the ostensible pwpose ofMinvestigatiq" Plaintifrs allegations.
9.
.In fact, Defendant had no intention of making a legitimate investigation of the chqes.
Instead, it was the intent of the Defendant to conduct a sham investigation so as to exonerate Fox,
since Defendant percei'VCCI that fntonning the federal agencies of the miscxpenditures would
jeopardize Congress' willingness to continue to provide massive input of federal taxpayer dollars.
10.
Following asbam investigation by Defendant's consultant, auomey and accountant, Defimdant

purpotted to find tha' Plaintifrs charges were false. It then requested that in exchange for continuing
Plaintiff's employment for a short time that Plaintiff execute a "Release." This proposed Release
a hospital administrator.
:
4.
In the latter stage of his employment for the Defendant, Plaintiff became concerned that the
Defendant' s ChiefExecutive Officer (Dr. Fox) was misusing substantial amounts of these taxpayer
funds. Believing Defendant' s directors and officers could be held liable for these expenditures,
Plaintiff expressed his concerns to other officers, two of whom resigned their employment.
5.
Plaintiff also reported his concerns to a member of the Defendant' s Board of Directors and,
upon the member's recommendation, then reported the l!fllawful expenditures to the Chairman of
the Board of Directors. Among other things, Plaintiff reported the following criminal acts:
A.
Dr. Fox used Defendant's funds (i.e. funds ofthe taxpayers ofthe United
States) to pay her Oxford, Mississippi private attorney, who was representing
her in a private legal matter.
B.
Dr. Fox caused the lease of an expensive condominium in Oxford,

Mississippi, which Fox used, in substantial part, for her own personal benefit.
C.
Dr. Fox caused the percentage of the employer' s contributions to Defendant' s

ERISA plan to be arbitrarily increased from eleven percent (11 %) to twenty
percent (20%), for the exclusive benefit ofDefendant' s executive employees.
D.
Dr. Fox used funds of the taxpayers of the United States to pay for childcare
expenses and other personal expense.
E.
Dr. Fox caused approximately $6,000.00 to be distributed for interior

decorating services for her Memphis, Tennessee personal decorator for which
no decorating services were provided to Defendant.
F.
Dr. Fox, without authorization of the Board of Directors, unilaterally

modified the company automobile policy to gain a $3 ,000.00 per month car
allowance, after having previously used the Defendant' s funds to purchase
two late model cars for her own personal use.
G.
In direct contravention of federal regulations, Fox used taxpayer money to

lobby the Mississippi State Legislature.
6.
The above acts constitute criminal embezzlement and fraud.

7.
In addition to the above criminal wrongdoing, Plaintiff was concerned because the 2009
budget provided for hundreds of thousands of dollars for programs which provided little or no
meaningful services.' Such huge funding for programs which provide little or no service would
constitute fraud or embezzlement of taxpayer money.
8.
Upon Plaintiff's reporting these illegal acts to the Defendant' s Chairman of the Board of
Directors, the Board of Directors hired a private consultant, a private law firm and a private certified
public accountant for the ostensible purpose of "investigating" Plaintiff's allegations.
9.
In fact, Defendant had no intention of making a legitimate investigation of the charges.
Instead, it was the intent of the Defendant to conduct a sham investigation so as to exonerate Fox,
since Defendant perceived that informing the federal agencies of the misexpenditures would
jeopardize Congress' willingness to continue to provide massive input of federal taxpayer dollars.
10.
Following a sham investigation by Defendant's consultant, attorney and accountant, Defendant
purported to find that Plaintiff's charges were false. It then requested that in exchange for continuing
Plaintiff's employment for a short time that Plaintiff execute a "Release." This proposed Release
falsely stated that Fox had committed no wrongdoing. The requested Release promised that Plaintiff
would not disclose his allegations about misappropriations to agencies of the United States
responsible for Defendant's funding. The purpose of the requested Release was to keep federal
agencies and the Congress ofthe United States from learning about the misappropriations of taxpayer
money. See Release, attached hereto as Exhibit "A," specifically paragraphs 17(e)(f) and (g).
11.
Because Plaintiff had reported illegal criminal activity, Defendant wrote Plaintiff the letter,
attached hereto as Exhibit "B," terminating Plaintiff from his employment.
12.
Plaintiff has suffered lost income and mental anxiety and stress as the result of Defendant's
firing him in violation of public policy. Defendant's acts are an outrage such that punitive damages
are due.
REQUEST FOR RELIEF

Plaintiff requests actual and punitive damages in an amount to be determined by a jury and
reasonable attorneys' fees .
BY:---;t'!~.. ~Lu~
~
~
._______
J
WAIDE
S BAR NO. 6857

ATTORNEYS AT LAW
POST OFFICE BOX 1357
TUPELO, MISSISSIPPI 38802
TELEPHONE: 662-842-7324
FACSIMILE: 662-842-8056
EMAIL: W AIDE@WAIDELA W.COM
ATTORNEYS FOR PLAINTIFF
MUTUAL RELEASE
AND SETTLEMENT AGREEMENT
1.
One of the parties released and releasing hereunder is Delta Health Alliance ,
Inc., hereinafter referred to as "DHA" .
2.
Another party released and releasing hereunder is James W . Hahn , including his
heirs, successors, administrators, agents and/or representatives , hereinafter referred to, jointly
and individually, separately and collectively , as "Hahn".
3.
This Mutual Release and Settlement Agreement may hereinafter be referred to
as the "Agreement."
AGREEMENT:
4.
FOR AND IN CONSIDERATION of DHA allowing Hahn to remain employed and
, 2010, the total value of which is
accrue and receive benefits through
$
, the sufficiency and adequacy of which is hereby expressly
acknowledged, Hahn does hereby irrevocably and unconditionally release, acquit, remise, and
forever discharge DHA, together with its subsidiaries and related companies , directors, officers,
departments, divisions, branches, servants, agents, insurers, employees, assigns, successors,
attorneys, and any person or entity now or previously acting, directly or indirectly, in the interest
of or on behalf of DHA, or any of the foregoing in any capacity whatsoever (hereinafter referred
to as the "DHA Released Parties"), from any and all rights , obligations , liens, claims, damages,
demands, liabilities, equities, actions, causes of actions and legal theories of whatever kind,
both known and unknown, disclosed and undisclosed , however denominated, from the
beginning of time up to and including the time of the signing of this Agreement, including but not
limited to claims for front or back pay, income from any source, declaratory or injunctive relief,
compensatory or punitive damages, wages, remuneration, benefits, costs , expenses, attorneys'
fees , or thing of value whatsoever, of or by Hahn against the DHA Released Parties.
5.
Without limiting the scope of the foregoing in any way, Hahn specifically releases
all claims relating to, arising out of or in any way connected with the employment, and/or
termination of employment of Hahn by the DHA Released Parties, the retaliation against Hahn
for reporting perceived violations of law or policy, the failure to offer employment or reemployment to Hahn in any position at any time, the failure to properly compensate Hahn at any
time , or the failure to pay medical and related expenses or other benefits of any kind or nature
to or for the benefit of Hahn at any time, including but not limited to all claims under the
Employee Retirement Income Security Act of 1974 ("ERISA"), Title VII of the Civil Rights Act of
1964, the Civil Rights Acts of 1866 and 1871, the Americans With Disabilities Act, the Age
Discrimination in Employment Act, the Older Workers Benefit Protection Act, all as amended,
and any other federal , state or local law, statutory or common ; it being the express intent of
Hahn to enter into this full and final settlement and compromise of any and all claims against the
DHA Released Parties .
6.
Hahn agrees that his employment with DHA has been permanently and
irrevocably terminated , and agrees that he will not apply for or otherwise seek re-employment or
independent contractor status with DHA and its affiliated entities and that DHA and its affiliated
entities have no obligation, contractual or otherwise, to rehire, re-employ or hire him in the
1
4/204383.1
EXHIBIT
I A
future. Hahn further acknowledges and agrees that he is not now and will not in the future be
eligible for such employment or contractor status.
7.
To induce DHA to enter into this Agreement, Hahn's wife
Hahn,
joins in this Agreement and hereby irrevocably and unconditionally releases, acquits, remises,
and forever discharges the DHA Released Parties from any and all rights, obligations, liens,
claims , damages, demands, liabilities, equities, actions, causes of actions and legal theories of
whatever kind, both known and unknown , disclosed and undisclosed, however denominated,
from the beginning of time up to and including the time of the signing of this Agreement,
including but not limited to claims for front or back pay, income from any source, declaratory or
injunctive relief, compensatory or punitive damages, wages, remuneration, costs, expenses ,
attorneys' fees, or thing of value whatsoever, of or by her against the DHA Released Parties.
8.
For and in consideration of the foregoing releases by Hahn and
Hahn
(hereinafter "the Hahns"), DHA hereby irrevocably and unconditionally releases, acquits,
remises, and forever discharges the Hahns from any and all rights, obligations, liens, claims,
damages, demands, liabilities, equities, actions, causes of actions and legal theories of
whatever kind, both known and unknown, disclosed and undisclosed, however denominated,
from the beginning of time up to and including the time of the signing of this Agreement,
including but not limited to its claims for declaratory or injunctive relief, compensatory or punitive
damages, costs, expenses, attorneys' fees, or thing of value whatsoever, of or by DHA against
the Hahns.
In further consideration thereof, the Hahns agree that this Agreement, the
9.
contents and subject matter relating to or pertaining to this Agreement, and the consideration for
this Agreement, shall not be discussed, referred to or communicated by them (or by either of
them) to any past, present or future employees of DHA, to third parties or to any other person or
entity, or in any way publicized , disclosed, discussed or disseminated by them (or by either of
them), unless expressly required by written court order or subpoena to do so. It is understood
by the Hahns that by entering into this Agreement the DHA Released Parties are to receive the
Hahns' full cooperation and compliance with the desire of DHA to maintain the total
confidentiality of any information within the knowledge or possession of the Hahns that is
connected with, related to, or in any way touches upon, claims of the Hahns against the DHA
Released Parties, unless disclosure is expressly required by a written court order or subpoena.
The Hahns further agree that neither they, nor either of them , will in any manner encourage any
investigation or litigation contemplated or brought by or in behalf of any other person or class of
persons making allegations or asserting claims against the DHA Released Parties relating to
Hahn's employment with DHA, unless expressly required by written court order or subpoena .
10.
In the event that the Hahns receive , are served with , or are notified of a court
order or subpoena which implicates in any manner whatsoever the confidentiality provisions of
this Agreement, they shall promptly notify DHA of same, in order to permit DHA to contest the
order or subpoena, should it desire to do so. Notice shall be addressed to: Roy D. Campbell , Ill ,
Bradley Arant Boult Cummings, LLP, 188 E. Capitol, Suite 400, Jackson, MS 39201 .
11 .
The confidentiality provisions of this Agreement shall not, however, apply to
prevent Hahn from advising his attorney and/or tax return preparer of the settlement of his
claims and the consideration received thereof. To the extent that Hahn discloses such
information to his attorney, or tax return pre parer, Hahn shall advise said person of this
Agreement. Hahn further agrees that should his attorney or tax return preparer take any action
2
4/204383.1
that would be a breach of the confidentiality provisions of this Agreement if done by Hahn , then
the remedies established in this Agreement for the breach of the confidentiality provisions may
be invoked against Hahn to the same extent as if Hahn had personally breached said
provisions .
12.
A violation of the confidentiality provisions of this Agreement, including ~1 0
above, by the Hahns, or either of them , shall constitute a material breach of the Agreement
entitling DHA to liquidated and stipulated damages from Hahn in an amount equal to three times
the consideration paid by DHA (recited in 1}4 above) . It is understood that such liquidated
damages is an attempt to reasonably forecast the probable actual loss which will result to DHA
in the event that any such information is divulged , and that sum is not a penalty. Additionally , in
case of violation Hahn agrees to pay DHA's attorneys' fees and other costs associated with
enforcing the confidentiality provisions of this Agreement.
13.
Nothing in this Agreement shall prevent the Hahns from responding to an inquiry
from any person by stating that "the matter is resolved and the terms of the resolution are
confidential. "
14.
It is understood, agreed and stipulated between the parties that the
considerations described herein are in complete and full accord, satisfaction and discharge of
disputed claims, and that DHA does not in any manner by virtue of this Agreement, or payment
of the consideration therefore, admit liability to anyone as a result of any incident, act or
omission , and it is recognized that DHA has denied and continues to deny any and all liability.
Rather, by entering into this Agreement DHA merely intends to avoid the cost of possible
litigation and its uncertainty, in the event of litigation of the claims herein released .
It is expressly recognized by all parties hereto that the distribution of the
15.
consideration provided herein between Hahn and his attorneys is to be made by Hahn and his
attorneys, and DHA is not involved in the process of allocating such consideration .
16.
Hahn agrees that he shall be exclusively liable for the payment of any and all
federal , state and local taxes of any kind whatsoever which may be or become due as the result
of the above allocation of the consideration received by him from the settlement of the claims
disputed herein and will indemnify and hold harmless DHA from payment of taxes , interest or
penalties that are required by any government agency at any time as the result of payment of
the consideration set forth herein.
17.
James W . Hahn represents and warrants the following :

a) that there have been no assignments (whether by operation of law, in writing
or otherwise) of any of his claims whatsoever nor liens created, and that he
alone has absolute power to release all claims of any nature arising out of or
in any way connected , directly or indirectly, to his employment with DHA;
b) that as an employee of DHA he has reported all his concerns of all instances
of what he perceived to be financial improprieties, which include those
~
matters that were investigated by Howard R. Davis, Jr. ("Davis"), a CPA with .S (; )D ~
the firm Taylor, Powell, Wilson and Hartford, P.A. in Greenwood, Mississippi, ~
and are discussed in Davis's letter dated March 29, 2010 ("Davis 's letter");
3
.41?()4:\R:I
c) that he does not disagree with any of the information contained or

conclusions reached in Davis's letter, that he interprets the letter to absolve
and clear DHA and Karen C. Fox ("Fox") of any financial impropriety relative
to those events, and that he is satisfied with that conclusion and resolution
with respect to those matters;
d) that in addition to those concerns investigated by Davis he has also reported
what he believed were improprieties involving upper management's
retirement and benefits, the leasing of real estate in Oxford, Mississippi, and
the payment of Fox's attorney's invoice in the approximate amount of
$2,000.00, that he understands that those additional concerns, along with
those set forth in Davis's letter, were investigated by DHA's attorneys ,
Bradley Arant Boult Cummings, LLP ("Bradley Arant"), and that on the basis
of that investigation those attorneys concluded that no evidence of financial
fraud or illegality existed relative to those concerns ;
that based on the Davis and Bradley Arant investigations the Board of
Directors of DHA found and concluded that no evidence exists of any
financial fraud or illegality, that he is satisfied with and accepts that finding
and conclusion without reservation, and that he has no knowledge of or
concerns about any other financial improprieties of any nature at DHA;
f)
that in addition to those concerns about financial improprieties he has

reported his concerns about difficulties he believed he experienced in working
with Fox, that while Fox and he have different approaches and styles to
management he has no concerns that any of their differences amount to
anything more than their different management styles and different
personalities, that despite their differences Fox is efficient and effective in her
role as CEO of DHA, that he has never observed anything about Fox's
conduct or actions, verbal or written , or anything else attributable to her, that
should be reported to any federal funding agency or other entity that has any
relation to or relationship with DHA, that he has never made any such
reports , and that he has no present intention of making any such reports ;
g) that he has never observed any conduct or actions, verbal or written , of any
other DHA employees or representatives that should be reported to any
federal funding agency or other entity that has any relation to or relationship
with DHA, that he has never made any such reports, and that he has no
present intention of making any such reports .
Hahn understands and acknowledges that the DHA Released Parties have acted in substantial
reliance upon the representations and warranties set forth in subparagraphs (a) through (g)
above. In furtherance of these representations and warranties and in consideration of the
payments hereinabove made, the receipt and sufficiency of which is hereby acknowledged,
Hahn warrants that he will , following ten (1 0) days written notice, promptly and fully defend,
indemnify and hold the DHA Released Parties harmless of and from any and all liability, claims,
suits, judgments, interest, expenses, and/or court costs related to or arising out of any
misrepresentations or mis-statements contained herein, whether intentional or otherwise,
including the cost of attorney's fees reasonably incurred either in defending against such claims,
suits, etc. , in conducting or responding to investigations or inquiries , or in enforcing this
4
4/?04383. 1
indemnity provision, and otherwise from any loss incurred directly or indirectly by reason of the
falsity or inaccuracy of any representation made herein by the Hahns or by either of them .
18.
For and in consideration of the foregoing release of her by the Hahns, Fox
hereby irrevocably and unconditionally releases , acquits, remises, and forever discharges the
Hahns from any and all rights, obligations, liens, claims, damages, demands, liabilities, equities,
actions, causes of actions and legal theories of whatever kind , both known and unknown ,
disclosed and undisclosed, however denominated, from the beginning of time up to and
including the time of the signing of this Agreement, including but not limited to any claims for
declaratory or injunctive relief, compensatory or punitive damages, costs , expenses, attorneys'
fees , or thing of value whatsoever.
19.
This Agreement contains the entire agreement, understanding and stipulation
between and among the parties hereto. The terms of this Agreement are contractual , not a
mere recital , and may be enforced in court. The waiver by any party of a breach or violation of
any provision of this Agreement shall not be construed as a waiver of any other provision or of
any subsequent breach or violation of the Agreement. The provisions of this Agreement are
severable and independent, and the invalidity, illegality or unenforceability of any provision
herein shall not affect the validity, legality or enforceability of the remaining provisions of this
Agreement. This Agreement is deemed to have been drafted jointly by the parties. Any
uncertainty or ambiguity shall not be construed for or against any other party based on
attribution of drafting to any party.
20.
The Hahns acknowledge that each has had full possession of any and all facts
with regard to his/her claim or rights , and that each has had a reasonable time and opportunity
to consult with an attorney and/or such other advisors as each has deemed appropriate to be
fully advised of the rights and obligations incurred or waived hereby. The terms of this
Agreement are agreed to and this Agreement is executed without reliance upon any
representation by the DHA Released Parties or any of their representatives, and the Hahns
have carefully read this Agreement and each signs the same of his/her own free will.
EACH OF US HAS READ THE FOREGOING MUTUAL RELEASE AND SETTLEMENT
AGREEMENT AND FULLY UNDERSTANDS AND VOLUNTARILY AGREES TO BE LEGALLY
BOUND BY THIS AGREEMENT.
WITNESS our signatures, effective on this_ day o f - - - - - - -' 2010.
JAMES W . HAHN
_ _ _ _ _ _ HAHN
5
4/204383.1
APPROVED BY:
Lawrence L. Little, Attorney for

James W. Hahn and _ _ __
Hahn
BOARD OF DIRECTORS OF DELTA HEALTH

ALLIANCE, INC .
By______________________________
John Hilpert, Ph. D., Chairman
DELTA HEALTH ALLIANCE , INC.

By_______________________________
Karen C. Fox, Ph. D., Chief Executive Officer
APPROVED BY:
Roy D. Campbell, Ill , Attorney for

Delta Health Alliance , Inc.
KAREN C. FOX, Individually

APPROVED BY:
John Dunbar, Attorney for Karen C. Fox
6
4/2 04383.1
STATE OF MISSISSIPPI
COUNTY OF LAFAYETTE
Before me, a Notary Public in and for said State and County, duly commissioned and
Hahn known (or proven to me
qualified, personally appeared James W. Hahn and
upon sufficient identification) to be the persons described in the foregoing instrument, and
acknowledged that he/she executed the same as his/her act and deed.
WITNESS my hand and Notarial Seal at office this _ _ day of _ _ _ _ _ , 2010.
Notary Public
My commission expires:
COUNTY O F - - - - Before me, a Notary Public in and for said State and County, duly commissioned and
qualified, personally appeared John Hilpert, known (or proven to me upon sufficient
identification) to be the person described in the foregoing instrument, who acknowledged that,
as Chairman of the Board of Directors of Delta Health Alliance, Inc., he executed the same as
his act and deed.
Notary Public
7
4/204383.1
STATE OF _ _ _ __
COUNTY O F - - - - Before me, a Notary Public in and for said State and County, duly commissioned and
qualified, personally appeared Karen C. Fox, known (or proven to me upon sufficient
identification) to be the person described in the foregoing instrument, and acknowledged that,
as Chief Executive Officer of Delta Health Alliance , Inc. and in her individual capacity, she
executed the same as her act and deed.
Notary Public
Roy D. Ca mpbell , Ill
BRADLEY ARANT
BOULT, ..CUMM I NGS
Direct: (60 I) 592-9934

Fax : (601) 592-1434
rdcampbell@babc.com
LLP
May 18, 2010
Via Certified Mail

Personal and Confidential
Mr. James Hahn

315 Globe Looo
Oxford , MS 38655
Re :
Delta Health Alliance
Dear Mr. Hahn:

Pursuant to action of the Delta Health Alliance Board of Directors on May 17,
2010 , and on behalf of its chairman , Dr. John M. Hilpert, I write to request your
resignation from employment with Delta Health Alliance. The Board has voted to place
you on administrative leave with pay effective immediately and expects to receive your
resignation, in writing , no later than 5:00 p.m. Thursday, May 20 , 2010, effective at that
time . Administrative leave means you are to remain physically separated from all Delta
Health Alliance offices and other facilities , you are forbidd~n access to all technology,
files, and other property of the organization , and you will conduct no business on behalf
of or in the name of the corporation . You could be personally liable for any action taken
in violation of these restrictions.
Please address your resignation directly to Dr. Hilpert and deliver it to the Delta
Health Alliance offices in Stoneville, Mississippi.
Please have your lawyer contact me with any questions.
s~c1Q r ~
Ro~ll, l l
RDC/rmn
cc:
Dr. John M. Hilpert (via email)
EXHIBIT
FEE BILL, CIVIL CASES, CIRCUIT COURT

State of Mississippi
Lafayette
JAMES WAYMON HAHN VS DELTA HEALTH ALLIANCE INC
Case # L10-441
Acct #
Ret#
Paid By CHECK
CLERK FEE PRIVATE

COURT REPORTER
STATE EDUCATION FUND
JURY TAX
COURT CONSTITUENTS
COURT ADMINISTRATOR
ELECTRONIC COURT SYS
CIVIL LEGAL ASSIST
29329
85.00
10.00
2.00
3.00
.50
2.00
10.00
5.00
Total
===========
$
117.50
Payment received from WAIDE & ASSOCIATES PA
Transaction
43032 Received
Current Balance
By
Du'LVJ
7/22/2010 at 12:55 Drawer

$0.00
------------~~~_\jL:~________D.C.
Case # L10-441
Acct #
1 I.D. AR
Receipt Amount $
117.50
Mary Alice Busby, Circuit Clerk
Paid By CHECK
Ret#
29329

ATTORNEYS AND COUNSELORS AT LAW
JIM WAIDE
LUTHER C. FISHER, IV
RON L. WOODRUFF
RACHEL M. PIERCE
MAILING ADDRESS:
TUPELO, MISSISSIPPI 38802-1357
STREET ADDRESS:
332 O RTI-1 SPRING &"ffiEET
TUPELO, MISSISSIPPI 38804-1357
TELEPI-10 E: 662/842-7324
fACSIMILE: 662/842-8056
EMAlL; waidc@waidclaw.com
July 21, 2010
LAFAYETTE COUNTY
FILED
Lafayette County Circuit Court

Office of the Clerk
1 Courthouse Square, Suite 101
Oxford, MS 38655
Re:
JUL 2 2 2010
BY
James Waymon Hahn v. Delta Health Alliance, Inc.
Mary
CIA
----if-+-+-;;__~
Dear Ladies:
6\JSA
In regard to the above-referenced cause, please find enclosed herein for filing the
following:
(1)
Original and one (1) copy of Complaint;
(2)
Copy of Complaint with attached summons for Defendants;
(3)
Our Office Account check in the amount of $117.50, representing the filing fee;
(4)
Self-addressed, stamped envelope.
Would you please be so kind as to issue and return the summons to me for service? With
kindest regards, I am
Sincerely yours,
/kd
Enclosures
Form 1-A.
Summons
TO:
Notice of Lawsuit and Request for Waiver of Service of
DELTA HEALTH ALLIANCE, INC., C/O GARY FRIEDMAN, PHELPS DUNBAR,

PLLC, P. 0 . Box 23066, Jackson, MS 39225-3066 (Accepting on
Behalf of the Defendant)
A lawsuit has been commenced against you (or the entity on

whose behalf you are addressed) .
A copy of the Complaint is
attached to this notice . It has been filed in the Circuit Court of
Lafayette County , Mississippi and has been assigned docket number
Ll0-441.
This is not a formal summons or notification from the Court,
but rather my request that you sign and return the enclosed waiver
of service in order to save the cost of serving you with a judicial
summons and an additional copy of the Complaint .
The cost of
service will be avoided if I receive a copy of the waiver within 30
days (or 60 days if located in a foreign country) after the date
designated below as the date on which the Notice and Request is
sent . I enclose a stamped and addressed envelope (or other means
of cost - free return ) for your use . An extra copy of the waiver is
also attached for your records .
If you comply with this request and return the signed waiver ,
it will be filed with the Court and no summons will be served on
you . The action will then proceed as if you had been served on the
date of the waiver is filed , except that you will not be obligated
to answer the complaint before 60 days from the date designated
below as the date on which this notice is sent (or before 90 days
from the date if your address is not in any judicial district of
the United States).
If you do not return the signed waiver within the time
indicated, I will take appropriate steps to effect formal service
in a manner authorized by the Mississippi Rules of Court and will
then , to the extent authorized by those Rules , ask the Court to
require you (or the party on whose behalf you are addressed) to pay
the full costs of such service .
In that connection , please read
the statement concerning the duty of parties to waive the service
of the summons , which is set forth on the reverse side (or at the
foot) of the waiver form .
I affirm that this request is being sent to you on behalf of
the Plaintiff , this the 16th day of September , 2010 .
LAFAYETIE COUNlY
FIL D
p 7 2010
Mt:G' !'~il!)r;- F: - ..,,,
~r
J:v_~
JIM WAIDE , MSB No . 6857
..
Form 1-B .
TO:
Waiver of Service of Summons
JIM WAIDE ,
38802 .
ESQ . ,
Post Office Box 1357,
Tupelo , Mississippi
I acknowledge receipt of your request that I waive service of

summons in the action of JAMES WAYMON HAHN V. DELTA HEALTH
ALL IANCE , Inc . , which is cause number L10-441 in the Circuit Court
of Lafayette County , Mississippi .
I have also received a copy of
the complaint in this action , two copies of this instrument, and a
means by which I can return the signed waiver to you without cost
to me.
a
I agree to save the cost of service of a summons and an

additional copy of the Complaint in this lawsuit by not requiring
that I (or the entity on whose behalf I am acting) be serv ed with
judicial process in the manner provided by Rule 4 .
I (or the entity on whose behalf I am acting) will retain all
defenses or objections to the lawsuit or to the jurisdiction or
venue of the court except for objections based on a defect in the
summons or in the service of a summons .
I understand that a judgment may be entered against me (or the
party on whose behalf I am acting) if an answer or Motion under
Rule 12 is not served upon you within 60 days after September 16 ,
2010 or within 90 days after the date if the request was sent
outside of the United States .
DATED:
SIGNATURE
[TYPED OR PRINTED]
AS
For Defendant
DUTY TO AVOID UNNECESSARY COSTS OF SERVICE OF SUMMONS
Rule 4 of the Mississippi Rules of Court requires certain parties to cooperate in
saving unnecessary costs of service of the summons and complaint .
A Defendant located
in the United States who, after being notified of an action and asked by a Plaintiff
located in the United States to waive service of a summons, fails to do so will be
required to bear the cost of such waiver .
It is not good cause for a failure to waiver service that a party believes that the
Complaint is unfounded, or that the action has been brought in an improper place or in
a court that lacks jurisdiction over subject matter of the action or over its person or
property.
A party who waives service of a summons retains all defenses and objections
(except any relating to the summons or service of summons), and may later object to the
jurisdiction of the Court or to the place where the action has been brought .
A Defendant who waives service must within the time specified on the waiver form
serve on the Plaintiff's attorney (or unrepresented Plaintiff) a response to the Complaint
and must also file a signed copy of the response with the Court . If the answer or Motion
is not served within this time , a default judgment may be taken against that Defendant .
By waiving service, a Defendant is allowed more time to answer than if the summons had
been actually served , when the request for waiver of service was received.
8.016
LAFAYETTE COUNTY
JAMES W AYMON HAHN
vs.
ll 0
PLAINTIFF
SEP 2 0 2010
CIVIL ACTION NO. Ll0-441

DEFENDANT
DELTA HEALTH ALLIANCE,

---..::;__~1--.u.C,
ANSWER AND COUNTERCLAIM
COMES NOW Defendant Delta Health Alliance, Inc. ("DHA"), and submits this Answer
and Affirmative Defenses for the claims and allegations set forth in the Complaint of the Plaintiff
James Waymon Hahn ("Plaintiff'), and the following Counterclaim.
Defendant states as
follows:
FIRST AFFIRMATIVE DEFENSE
Plaintiffs Complaint fails to state a claim upon which relief can be granted.
SECOND AFFIRMATIVE DEFENSE
Defendant pleads all applicable statutes of limitation.

THIRD AFFIRMATIVE DEFENSE
Plaintiff was an employee at-will of Defendant and could be terminated for good cause,
bad cause, or no cause.
FOURTH AFFIRMATIVE DEFENSE
Any act or omission giving rise to Plaintiffs cause of action was in good faith and was
not made in a wanton or reckless disregard for Plaintiffs rights, and accordingly, in the event the
Court finds liability, it should not award punitive damages.
FIFTH AFFIRMATIVE DEFENSE
Although the Defendant denies that Plaintiff is entitled to punitive damages, it

affinnatively pleads that an award of punitive damages would amount to a deprivation of
PD.4 183060. 1
6.
Defendant denies the allegations contained in Paragraph 6 ofthe Complaint.
7.
Defendant denies the allegations contained in Paragraph 7 of the Complaint.
8.
9.
10.
11.
12.

13.
In response to the last paragraph of the Complaint entitled "REQUEST FOR RELIEF,"
Defendant denies that Plaintiff is entitled to any relief whatsoever, and demands that Plaintiffs
claims be dismissed with all costs taxed to the Plaintiff.
COUNTERCLAIM AGAINST PLAINTIFF

JURY TRIAL DEMANDED
COMES NOW Defendant Delta Health Alliance, Inc. ("DHA"), and files this
Counterclaim against Plaintiff James Waymon Hahn ("Plaintiff'), pursuant to Miss. R. Civ. P.
13. In support thereof, Defendant would show as follows:
3
PD.4183060.1
7.
Plaintiff's actions in making the unfounded claims against DHA ' s CEO and the resulting
cost to DHA amount to intentional tortious interference with contract pursuant to state law.
PRAYER FOR RELIEF

WHEREFORE, PREMISES CONSIDERED, Defendant respectfully asks that this Court
grant the following relief:
a.
Damages in excess of$50,000 to reimburse DHA for its expenses incurred as a
direct result of the unfounded claims made by Plaintiff against DHA' s CEO;
b.
Punitive damages against Plaintiff in an amount to be determined by the jury;
c.
All costs, disbursements, pre-judgment interest, post-judgment interest, expert
witness fees and reasonable attorneys ' fees allowed under applicable law;
d.
Temporary, preliminary, and permanent injunctive relief ordering Plaintiff to
refrain from making unfounded and defamatory claims against DHA and its CEO; and
e.
Such further relief as this Court deems just and proper.

BY:
riedman, MB #5532
Gregory odd Butler, MS BarNo.: 102907
PHELPS DUNBAR LLP
4270 I-55 North
Telephone: 601-352-2300
Telecopier: 601-360-9777
Email : friedmag@phelps.com
butlerg@phelps.com
5
PD.4 J83060. J
mail, postage prepaid, a true and correct copy of the above and foregoing ANSWER AND
COUNTERCLAIM to the following individual:
Jim Waide, Esquire

Attorneys at Law
SO CERTIFIED, this the
PD.4183060.1
(b-1'- day of September, 2010.

LAFAYETTE COUNTY
FILED
JAMES WAYMON HAHN
PLAINTIFF
SEP 2 4 2010
vs.
DELTA HEALTH ALLIANCE, IN
DEFENDANT
REPLY TO COUNTERCLAIM
COMES NOW Plaintiff James Waymon Hahn, by and through counsel, and replies to the
Counterclaim of Delta Health Alliance, Inc. as follows:
1.
The allegations of Paragraph 1. of the Counterclaim are admitted.
2.
The allegations of Paragraph 2. ofthe Counterclaim are admitted.
3.
The allegations of Paragraph 3. of the Counterclaim are denied.
4.
5.
Plaintiff admits that an outside Certified Public Accountant was hired by Defendant.
Plaintiff denies each and every allegation of Paragraph 5. of the Counterclaim not specifically
admitted.
6.
Plaintiff is without information or knowledge sufficient to fonn a belief as to the truth
of the allegations of Paragraph 6. ofthe Counterclaim, and thus, denies the same.
7.
Responding to the paragraph, beginning "WHEREFORE, PREMISES CONSIDERED,"

Plaintiff James Waymon Hahn denies Defendant Delta Health Alliance, Inc. is entitled to any relief
whatsoever and prays that the Counterclaim be dismissed with prejudice.
002 13839.WPD
RESPECTFULLY SUBMITTED, this the
AtJ.
g!J- day of September, 2010.
JAMES WA YMON HAHN, Plaintiff
By:
1lkR1ff-
Jr e gS
Rachel M. Pierce, MS Bar No. 100420

332 North Spring Street
Tupelo, MS 38804-3955
Tupelo, MS 38802-1357
Telephone: (662) 842-7324
Telecopier: (662) 842-8056
Email: waide@waidelaw.com
rpierce@waidelaw .com
002 13839.WPD
-2-
This will certify that undersigned counsel for Plaintiff has this day served a true and correct
copy of the above and foregoing Reply to Counterclaim upon all counsel of record by placing said
copy in the United States Mail, postage-prepaid, addressed as follows:
Gary E. Friedman, Esquire

Gregory Todd Butler, Esquire
Phelps Dunbar LLP
Jackson,~S 39236-6114
THIS, the
002 13839.WPD
,(.3~
day of September, 2010.
-3-

LAFAYETTE COUN1Y
JAMES W AYMON HAHN
FILED
vs.
TO:
PLAINTIFF
CIVIL ACTION NO.: Ll0-441
SFP 2 7 7010
DEFENDANT

Tupelo, Mississippi 38802-1357
COMES NOW Defendant/Counter-Plaintiff, by and through its undersigned counsel of
record, and hereby gives notice to the Court that the following pleading has been served on
counsel for Plaintiff:
Defendant/Counter-Plaintiff's Interrogatories and Requests for Production of Documents

Propounded to James Waymon Hahn
The undersigned retains the original of the above papers as custodian thereto.
DATED: September 73 ,2010.
BY:
Gary E. riedman, MS Bar No. 5532

G. Tod Butler, MS Bar No. 102907
PHELPS DUNBAR LLP
4270 I-55 North
Telephone: 601-352-2300
Email : friedmag@phelps .com
butlert@phelps.com
mail, postage prepaid, a true and correct copy of the above and foregoing NOTICE OF SERVICE
OF DEFENDANT/COUNTER-PLAINTIFF'S INTERROGATORIES AND REQUESTS FOR
PRODUCTION OF DOCUMENTS PROPOUNDED TO JAMES WAYMON HAHN to the
following individual:
James D. Waide, Ill, Esquire
Attorneys at Law
V-so CERTIFIED, this the 1!.___ day of September, 2010.
IN THE CIRCUIT COURT 0
OUNTY, MISSISSIPPI
OCT 0 2010
JAMES W AYMON HAHN
vs.
PLAINTIFF
DEFENDANT
NOTICE OF DEPOSITION
TO:

PLEASE TAKE NOTICE that Defendant Delta Health Alliance, Inc. will take the
deposition of Plaintiff James Waymon Hahn on Tuesday, November 2, 2010, beginning at 9

a.m., at the lee House Building, 1403 Van Buren Avenue, Unit 203 , First Floor, Oxford,
Mississippi.
The deposition will be taken upon oral examination pursuant to the Mississippi Rules of
Civil Procedure before an official court reporter and notary public and will continue from day to
day until completed. You are invited to attend and take such part as may be proper.
THIS , the 41h day of October, 2010.
BY:
Gary E. F 'edman, MB #5532
Gregory 't dd Butler, MS Bar No. : 102907
PHELPS UNBAR LLP
4270 I-55 North
Telephone: 601-352-2300
butlerg@phelps.com
PD.42445 13. /
mail , postage prepaid, a true and correct copy of the above and foregoing NOTICE OF
DEPOSITION to the following individual:

Attorneys at Law
A TTORNEYS FOR PLAINTIFF
so CERTIFIED, this the _ L/_1:!--:day of October, 2010.
GARY E.
PD.424451 3.J
JAMES WAYMON HAHN
PLAINTIFF
LAFAYETIE COUNTY
Fl
vs
CAUSE NO.: L10-441
OCT 1 9 2010
DEFENDANT
NOTICE OF SERVICE
To:
Mary Alice Busby, Clerk

1 Courthouse Square, Ste. 101
Oxford, MS 38655
NOTICE IS HEREBY GIVEN that Plaintiff has this day served Defendant with the
following:
(1)
Plaintiffs First Set oflnterrogatories, Requests for Production of Documents and

Requests for Admissions to Defendant.
The undersigned retains the original of the above document as custodian thereof.
SO NOTICED this the _1_8_ day of October, 2010.
AIDE
ARNO.: 6857
HELM. PIERCE
MS BAR NO.: 100420

ATTORNEYS AT LAW
TELEPHONE: 662/842-7324
FACSIMILE: 662/842-8056
EMAIL: WAIDE@WAIDELA W.COM
Attorneys for Plaintiff
I, Jim Waide, one of the attorneys for Plaintiff, do hereby certify that I have this day served,
via First Class United States mail, postage prepaid, a true and correct copy of the above and
foregoing to the following:
Gary E. Friedman, Esq.
Gregory Todd Butler, Esq.
Phelps Dunbar, LLP
4270 I-55 North
Jackson, MS 39211-6391
THIS the ...1._ day of October, 2010.
CERTIFICA T~ OF SERVICE
I, GARY E. FRIEDMAN, do hereby cetiify that I have forwarded , via United States
mail, postage prepaid, a true and correct copy of the above and foregoing NOTICE OF ENTRY
OF APPEARANCE to the following counsel of record:

Attorneys at Law
THJS the
PD.4447024. /
5th
day of November, 2010.

LAFAYETIE COUNlY
I ED
JAMES WAYMON HAHN
NOV 01 2010
vs.
PLAINTIFF
DELTA HEALTH ALLIANCE, IN .
DEFENDANT
NOTICE OF SERVICE
To :
ALL COUNSEL OF RECORD

NOTICE IS HEREBY GIVEN that Plaintiff James Waymon Hahn has this day served a true
and correct copy of Plaintiff's Responses to Defendant's First Set of Interrogatories and
Requests for Production of Documents upon all counsel of record.
SO NOTICED on this the 29th day of October, 2010.
By:
00216243.WPD
IN THE CIRCUIT COURT OF LAJ?AYETTE
COUNTY~
MISSISSIPPI
LAFAYETTE COUNTY
JAMES WAYMON HAHN
FILED
vs.
NOV 0 S 2010
PLAINTU...F
DEFENDANT
NO
TO:

Attorneys at Law
Defendant's Second Set 'n'f Requests for Production

of Documents
DATED this the 51h day ofNovember, 2010.
DELTA HEALTH ALLIANCE, INC. , Defendant.
BY:
Gary E Friedman, MS BAR #5532
Grego , Todd H:.1tler, MS BAR #102907
PHE S DUNBAR LLP
Telephone: (601) 352-2300
Telecopier: (601) 360-9777
~~ail: friedmag@phelps .com
".. . . . butlert@phelps.com
PD.4446507.1
I, GARY E. FRIEDMAN, do hereby certify that I have forwarded , via United States
mail, postage prepaid, a true and conect copy of the above and foregoing NOTICE OF SERVICE
_;

Attorneys at Law
TH IS [he 5'" day ofNovember, .2 01 0.
2
PD.444650 7. 1

JAMES WAYMON HAHN
vs.
LAFAYETTE COUNTY
PLAINTIFF
FILED
NOV 0 8 Z010

DEFENDANT
Please take notice that Gregory Todd
~l1tler
of Phelps Dunbar LLP law firm makes this
entry of appearance as counsel for Defendant Delta Health Alliance, Inc. You are requested to
provide the undersigned with a copy of all notices, pleadings, correspondence and other matters
which relate to this litigation.
This the 5111 day of November, 2010.
BY:
Gary E. riedman, MS BAR #5532
Gregor)j Todd Butler, MS BAR #102907
PHELP DUNBAR LLP
. !fe1ephone: (601) 352-2300
Telecopier: (601) 360-9777
, Email: friedmag@phelps.com
butlert@phelps.com
DELTA HEALTH ALLIANCE, INC., Defendant.
PD.444 7024. I
..,,
I., r
copy of the above and foregoing Notice of Service upon all counsel of record via electronic mail,
addressed as follows:

Phelps Dunbar LLP
Jackson , ~S 39236-6114
friedma2@phelps.com
butlert@phelps.com
THIS, the 29th day of October, 2010.
002 16243 .WPD
-2-
UNTY, MISSISSIPPI
JAMES WAYMON HAHN
PLAINTIFF
NOV 01 2010
vs.
DELTA HEALTH ALLIANCE, IN . Y
DEFENDANT
AMENDED NOTICE OF DEPOSITION

TO:

.~
PLEASE TAKE NOTICE that Defendant Delta Health Alliance, Inc. will take the videotaped deposition of Plaintiff James Waymon Hahn on Tuesday, November 2, 2010, beginning at
I
9 a.m. , at the Ice House Building, 1403 Van Buren Avenue, Unit 203, First Floor, Oxford,
Mississippi.
The deposition wiil be taken upon oral examination pursuant to the Mississippi Rules of
day until completed. You are invited to attend and take such part as may be proper.
THIS, the 28 1h day of October, 2010.
BY:
Gary E. Fr' dman, MB #5532
GregoryT dd Butler, MS BarNo.: 102907
PHELPS UNBAR LLP
. 4270 I-55 North
Jackson, Mississippi 3 9211-63 91
Telephone: 601-352-2300
butlerg@phelps.com
n!
'
mail, postage prepaid, a true and correct copy of the above and foregoing NOTICE OF THE
CONTINUATION OF THE DEPOSITION OF JA1lfES WAYMON HAHN to the following:

Attorneys at Law
P0st Office Box 1357
A TTORNEYS FOR PLAINTIFF
SO CERTIFIED, this the 51h day of November, 2010.
Dn AAA?f\ 1"1 1
CERTIFICATE O:F SERVICE
mail, postage prepaid, a true and correct copy of the above and foregoing NOTICE OF
DEPOSITION to the following individual:

Attorneys at Law
ATFORNEYS FOR PLAINTIFF

-{.)
SO CERTIFIED, this the _l8 ~ay of October, 2010.
PD.43979 13.1
,,
L.

L F ETTE COUNTY
JAMES WAYMON HAHN
PLAINTIFF
NOV 0 8 2010
vs.
, .ary .1oe Bu
.. IRCU I CL
t<
- - - - -D.
DELTA HEALTH ALLIANCE, I
DEFENDANT
NOTICE OF THE CONTINUATION OF THE

DEPOSITION OF JAMES WA YMON HAHN
TO:

PLEASE TAKE NOTICE that Defendant Delta Health Alliance, Inc. will continue taking
the video-taped deposition of Plaintiff James Wayman Hahn on Friday, November 12, 2010,
beginning at 2 p.m., at the law office of James D. Waide, III, Waide & Associates, P.A., 332
North Spring Street, Tupelo, Mississippi.
The deposition will be taken upon oral examination pursuant to the Mississippi Rules of
day until completed. You are invite~ to .aft~nd !~~-take such part as may be proper.
. . '": .
;.
\
'
111
THIS , the 5 day ofNovember, 2010.

BY:
iedman, MB #5532
Gregory, odd Butler, MS Bar No.: 102907
PHELP. DUNBAR LLP
4270 I-55 North
Telephone: 601-352-2300
butlert@phelps. com
...
property without due process of law in violation of the Fifth and Fourteenth Amendments to the
United States Constitution and Sections 14 and 28 of the Mississippi Constitution.
SIXTH AFFIRMATIVE DEFENSE

Defendant pleads after-acquired evidence.
FACTUAL ALLEGATIONS
Without waiving any of the foregoing affirmative defenses, Defendant responds to the
specific paragraphs of Plaintiffs Complaint as follows:
To the extent the first unnumbered paragraph of Plaintiffs Complaint contains factual
allegations requiring a response, Defendant denies the allegations in that paragraph.
To the
extent the first unnumbered paragraph states or calls for conclusions of law, no response is
required.
1.
Defendant is without knowledge sufficient to form a belief as to the truth of the
allegations contained in Paragraph 1 ofthe Complaint and accordingly, denies the same.
2.
3.
4.
5.
Defendant denies the allegations contained in Paragraph 5 of the Complaint including
subparagraphs (A) through (G) thereto.
2
PD.4183060.1
11/24/2010 WED 10:10 FAX
..
~0041014
..
falsely stated that Fox had committed no wrongdoing. 1be requested Release promised that Plaintiff
would not disclose his allegations about misappropriations to agencies of the United States
responsible for Defendants fUnding. The purpose of the requested Release was to keep federal
agencies and Che Congress ofthe United Sutes from learning about the misappropriations of taxpayer
money. See Release, a\18Qhed hereto as Exhibit"A," specifically paragraphs 17(e)(f) and (g).
11.
Because Plajntift'had reported illegal criminal activity, Defendant wrote Plaintiff the letter,
attached hereto as Exhibit '8," terminating Plaintiff'from bis employment.
12.
Plaintiff has suffered l~st income and mental anxiety and stress as the result ofDefendant's
firi~tg him in violation ofpublic policy.
Defendant's acts are an outrage such that punitive damages
arc due.
REOUE$TFOR RELIEF
Plaintiff requests actual and punitive damages in an amount to bcs determined by a jury and
reasonable attorneys' fees.
Respectfully submitte~
WAIDE & ASSOCIATES. P.A.
BY:
~
luaJ:c
J WAIDE
SBAR NO. 6857
11124/2010 WED 10:10
Ill 005/014
FAX
WAIDE & ASSOCIATBS, P.A.

AnoRNEYS ATLAW
POST OFFICB BOX 13S7

TELEPHONE: 662-842-7324
FACSIMILE: 662-14280S6
EMAIL: WAIDE@WAIDELAW.COM
AnoRNEYS FOR PLAINTIFF
11/24/2010 WED 10 : 10
FAX
Ill 006/014
'!
l
MUTUAL RELEASE
AND SETTLEMENT AGREEMENI
1.
One of the parties released and releasing hereunder is Delta Health ANiance,
Inc., hereinafter referred to as "DHA".
2.
Another party released and releasing hereunder is James W. Hahn, Including his
heirs, successors. administrators, agenta and/or representatives, herellafter referred to, joinUy
and "'dividually, separately and colectively, as "Hahn",
3.
This Mutual Release and Settlement Agreement may hereinafter be referred to
as the "Agreement."
AGREEMENT;
4.
FOR AND IN CONSIDERATJON of DHA allowing Hahn to remain employed and
accrue and receive benefits through
2010, the total value of \\t1ich is
S
the sufficiency and adequacy of which is hereby expressly
acknowledged, Hahn does hereby Irrevocably and unconditionally release, acquit, remise, and
forever discharge DHA. together with Its subsidiaries and related companies, directors. offioers,
departments. cfiVisions, branches, servants, agents, insurers, employees, assigns, successors.
attorneys, and any person or entity now or previously acting, directly or indirectly, in the interest
of or on behalf of DHA. or any of the fc:ngoing in any capacity whatsoever (hereinafter refen'ed
to as the oHA Released Parties"), from any and aU rights.. obligations, liens, claims, damages,
demands, liabilities, equities, actions, c:aUlies of actions and legal theortes of whatever kind,
both known and unknown. diadosed and undisclosed, however denominated, from the
beginning of time up to and indUd'Jng the time of the signing of this Agreement, including but not
fimited to claims for front or back pay, Income from any source, deClaratory or injunctive relief,
compensatory or punitive damages, wages. remuneration. benefits, costs, expenses, attorneys'
fees. or thing cl value whatsoever, of or by Hahn against the DHA Released Parties.
5.
Without lmiling the scope of the foregoing in any way, Hahn specificaUy releases
al daima relating to, arising out of or in any way connected with the employment. lf\dlor
termination of employment of Hahn by the DHA Released Parties, lhe retaliation against Hahn
for reporting perceived violations of law or policy, the failure 1o offer employment or reemployment to Hahn In any position at any time, the failure 'to property compensate Hahn at any
time, or the failure to pay medical and related expenses or other benefits of any kind or nature
to or for lhe benefit of Hahn at any time, including but not Dmlted to al claims under the
Employee Retirement Income Security Act of 1974 \ERISA). Tille VII of the Civil Rights Act of
1$84. the Civil Rights Ada of1866 and 1871. the Americans Wlh DisabDitiesAct. the Age
DiScrimination In Employment Act. the Older Workers Benefit Protection Ad, al as amended,
and any other federal, state or focal law, statutory or common; it being the eXpress intent of
Hahn to enter into this ful and final setUement and compromise of any and all claims against the
DHA Released Parties.
6.
Hahn agrees that his employment with DHA has been permanently and
irrevocably terminated, and agrees that he wi11 not apply for or otherwise seek re-employment or
Independent contractor status with DHA and Its affilated entities and that DHA ancllts afflliatecl
entitles have no obligation, contractual or otherwise, to
or hire him in the
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future. Hahn further acknowledges and agrees thal he is not now and will not in the future be
eligible for such employment or contractor status.
7.
To induce DHA to enter into thiS Agreement, Hahn's wife
Hahn,
joins in this Agreement and hereby inevocab&y and uncondltlonaUy releases, acquit&. remises,
and forever discharges the DHA Released Parties from any and aP rights, obligations, Uens,
claims, damages, demandi, liabilities, equities, actions, causes of actions and legal theories of
whatever kind, both known and unknown, disclosed and undisClosed, however denominated,
from the beginning of lime up to and including the lime of the signing of this Agreement.
inclUding but not Umited to claims for front or back pay, Income from any source, declaratory or
injunctive relief, compensatory or punitive damages, wage&, remuneration, costs, expenses,
attorneyS' fees, or thing of value whatsoever, of ot by her against the DHA Released Parties.
8.
For and in consideration or the foregoing releases by Hahn and
Hahn
(hereinafter "the Hahns1. DHA hereby Irrevocably and unconditionally releases, acquits,
remises, and forever discharges the Hahns from any and all right&, obligations, liens, clams,
damages. demands, liabiDties, equities, actions, causes of actions and legal theories of
whatever kind. both known and unknown, disclosed and undisdosed, however denominated,
from the beginning of lime up to and including the time of the signing of this Agreement.
including bUt not limited to it& claims for dectaratory or Injunctive re5ef, compensatory or punitive
damages, costa, expenses, attorneys' fees, or thing of value whatsoever, of or by DHA against
theHahns.
9.
In further consideration thereof. the Hahns agree that this Agreement, the
contents and sUbject matter relating to or pertaining to this Agreement. and the consideration for
this Agreement. shal not be discussed, referred to or convnunicated by them (or by either of
them) to any past. present or future employees of DHA, to tNrd parties or to any other person or
entlty, or in any way publicized, disclosed, discussed or disseminated by them (or by either af
' them), unless expressly required by writtan court order or subpoena to do so. It is understood
by the Hahns that by entering into this Agreement the DHA Released Parties are to receive the
Hahns fuft cooperation and compfiance with the desire of DHA to maintain the total
confidentiality of any information within lhe knowledge or possession of the Hahns that is
connected with, related to, or in any way touches upon, claims of the Hahns against the DHA
Released Parties, unless disclosure is expressly required by a written court order or subpoena.
The Hahn& further agree that neither. they, nor either of them, will in any manner encourage any
investigation or litigation cantemp\ated or brought by or in behalf of any other person or ctass of
persons making aUagations or asserting claims against the OHA Released Parties relating to
Hahn's employment with DHA. unless expressly required by written court order or subpoena
10.
In the event that the Hahns receive, are served with, or are notified of a court
order or subpoena which implicates in any manner whatsoever the confidenUality provisions of
this Agreemen~ they shall promPtly notify DHA of same, in order to permit OHA to contest the
order or subpoena, should it desire to do so. Notice shall be addressed to: Roy D. Campbell, Ill,
Bradley Arant Boult Cummings, LLP. 188 E. Capitol, Suite 400, Jackson, MS 39201 .
11.
The confidentiality provisions or this Agreement &hall not, however, apply to
prevent Hahn from advising his attorney and/or tax retum preparer of the settlement of his
claims and the consideration received thereof. To the extant that Hahn discloses such
information to his attomey, or tax return prepater, Hahn shaH advise said person of this
Agreement. Hahn further agrees lhat should his attorney or tax return preparer take any action
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that would be a breach of the confidentiality prOvisions of this Agreement If done by Hahn, then
the ramedles establ"rahed in this Agreement for the breach of the confidentiality provisions may
be invoked against Hahn to the same extent as if Hahn had personaOy breached said
provisions.
12.
A violation of the c:onfidan1ialtty provisions of this Agreement, inctud~ f10
above, by the Hahns. or either of them. shall constitute a material bteach ol the Agreement
entiiUng DHA to liquidated and stipulated damages from Hahn In an amount equal to lhr8e ti-nes
the consideration paid by DHA (recited in 14 above). ll is unckntood that such riQuktated
damages is an attempt to reasonably forecast the probable actual loss Which will result to DHA
in the event thal any such i1formation is divulged, and that sum is not a penalty. Additionally, in
case of violation Hahn agrees to pay DHA"s attorneys' fees and other costs associated with
enrorcing the confidentiality prov;sians of this Agreement.
13.
Nothing in this Agreement shall prevent the Hahn& from responding to an inquiry
from any person by stating thatlhe matter is resolved and the terms of the resolution are
confidential."
14.
It is understood, agreed and stipulated between the parties that the
considerations described herein are in complete and ful accord, satisfaction and discharge of
disputed claims; and that DHA does not in any manner by virtue of this Agreement, or payment
of the consideration therefore, admit liability to anyone as a result of any incident, act or
omission. and it is recognized that DHA has.denied and conUnues to deny any and an liabltlty.
Rather, by entering into this Agreement DHA merely Intends to avoid the cost of possible
litigation and ita uncertainty, in the event of ltigatlon of the claims herein released.
15.
His expressly recognized by all parties hereto that lhe distribution afthe
consideration provided herein between Hahn and his aUomeys is to be made by Hahn and his
attomeys, and DHA is not involved in the process of allocating such consideration.
16.
Hahn agrees that he shaU be exclusively liable for the payment of any and aU
federal, state and local taxes or any I<Jnd whatsoever whic:h may be or become due as the result
of the above altocation of the consideration received by him from the settlement of the claims
disputed herein and will indemnify and hold harmless DHA frcm payment of taxes, interest or
penalties that are required by any government agency at any time as the result or payment of
the consideration aet forth herein.
17.
James W. Hahn represents and warrants the following:

a) that there have been no assignments (Whether by operation of law. in writing
or otherwise) of any of his claims whatsoever nor liens created, and that he
alone has absolute power to release all claims of any nature arising out of or
in any way connected. directly or indirectly, to his employment with DHA;
I
b) that as an employee of DHA he has reported al his concerns of al instances

of whet he perceived to be financial improprieties, which include those
....,
matters that were Investigated by Howard R. Oavis, Jr. ("Davia"), a CPA with ~(I >'V ....
the firm Taylor. Powel, 'Mison and Hartford, P.A. in Greenwood. Mississippi, ~
and are discussed in Davis's letter dated March 29, 2010 ("Davis's letter");
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that he does not disagrae With any of the information contained or

conclusions raaCitled in Davis's latter, that he interprets the letter to absolve
and clear DHA and Karen C. Fox ('Fox") of any financial impropriety relative
to thoae events, and that he Ia satisfied with that conclusion and resolution
with respect to those matters:
d) that in addition to those concerns investigated by Davis he has also reported

what ha believed were inproprieties Involving upper management's
retirement and benefits. the leasing of real estate in Oxford, Mississippi, and
the payment of Fox's attomey's invoice in the appro:acimate amount or
$2,000.00, that he understand& that those additional concems, along with
those &at forth in Davis's letter, were investigated by DHA's attorneys,
Bradley Arant Boult Cummings, U.P (Bradley Arant1, and that on the basis
of that investigation those attorneys conduded that no evidence of financial
fraud or Ulegalty existed relative to those coneerns:
e) that based on the Davis and Bradley Arant investigations the Board of
(
Directors of DHA found and concluded lhat no evidence exists of any
financial fraUd or Illegality, that he is satisfied with and accepls that finding
and conclusion without ~eservation, and that he has no knowledge of or
concerns about any other financial improprieties of any nature at DHA;
f) that in addition lo those concerns about financial improprieties he has

reported his concems about clift"eculties he beHaved he experienced in working
with Fox, that while Fox and he have different approaches and styles to
management he has no cancema that any of their cfdferences amount to
anything more than their d"lfferent management styJes and different
personalities, that deapite their cflfferences Fox is efficient and effective in hef'
role as ceo or DHA. that he has never obseNed anything about Fox's
conduct or actions, vertaal or written, or anything else attributable to her, that
should be reported to any federal funding agency or other entity that has any
relation to or relationship with DHA, that he has never made any such
reports, and that he has no present intention of making any such reports;
g) that he has never observed any conduct or actions, verbal or written, of any
other DHA employees or representatives that should be reported to any
federal funding agency or other entity that has any relation to or ralationship
with DHA. that he has never made any such reports, and that he has no
present intantion of maldng any IUCh reports.
Hahn Understands and acknowledges that the DHA Released Parties have acted in substantial
reliance upon the representations and wananties set forth in subparagraphs (a) through (g)
above. In furtherance of these representations and warranties and in consideration or the
payments hereinabove made, the receipt and sufficiency of which is hereby acknowledged,
Hahn warrants that hewil, following ten (10) days written notice, promptly and fully defend,
indemnify and hold the DHA Released Parties harmless of and from any and all liabiflty. claims,
suits, judgments. interest, expenses, and/or court costs related to or arising out of any
misrepresentations or mistto&tatemants contained herein, whether intentional or otherwise,
including the cost of attorney's fees reasonably incurred either in defencting against such claims,
euits, etc. in conducting or responding to Investigations or inquiries, or in enforcing this
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indemnity provision, and otherwise from any loss incuiT&d direc;tly or indirectly by reason of the
falsity or Inaccuracy of any representation made herein by the Hahns or by either of them.
18.
For and in consideration of the fDAJgolng release of her by the Hahns, Fox
hereby irrevocably and unconditionally releases, acqUits, remises, and forever dlachalges the
Hahns from any and an rights. obligations, liens, claims, damages, demands, liabilities, equities,
actions, causes of actions and legal theories of whatever kind, both known and unknown,
disclosed and undisclosed, however denominated, from the beginning of time up to and
incJud'mg the time or the signing of this Agreement, including but not limited to any claims for
declaratory at injunctive relief, compensatory or punitive damages, costs, expenses, attorneys'
fees, or thing of value whatsoever.
19.
This Agreement contains the eJ\llre agreement. understanding and stipulation
between and among the parties hereto. The terms of thisAgreement are contractual, not a
mere recital, and may be enforced in court. The waiver by any party of a breach or violation of
any provision of this Agreement shan not be construed as a waiver of any other provision or of
any subsequent breach or violation of the Agreement. Theprovisions of this Agreement are
severable and independent, and the invalicf.ty, iUegallty or unanforeeability of any provision
herein shall not affect the validity, legality or enforceabitily of the remaining provisions C1f U1is
Agreement. This Agreement is deemed to have been drafted jointty by the parties. Any
uncertainty or ambiguity shalf not be construed for or against any other party based on
attribution of drafting to any party.
-~
20.
The Hahns acknowledge that each has had full possession of any and all facts
with regard to hlslher dab'n or rights, and that each has had a reasonable time and opportunity
to conaull with an attorney and/or auch other advisors as each has deemed appropriate to be
fully advised of the righls and ob1igations incurred or waived hereby. The tenns of this
, Agreement are agreed to and this Agreement is executed without reliance upon any
representation by the DHA Reteased Parties or any of their representatives, and the Hahns
have carefully read thiS Agreement and each signs the same of hi&nler own free wiU.
EACH OF US HAS READ THE FOREGOING MUTUAL RELEASE AND Smt.EMENT

AGREEMENT AND FULLV UNDERSTANDS AND VOLUNTARILY AGREES TO BE LEGALLY
BOUND BY THIS AGREEMENT.
WITNESS our signatures. effective on this_ day o f - - - - -- 2010.
JAMES W. HAHN
_ _____ HAHN
s
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APPROVED BY:
Lawrence L. Utile. Attorney for

James W. Hahn and _ __
Hahn
BOARD OF DIRECTORS OF DELTA HEALTH

ALLIANCE, INC.
BY.--~~~~~~-=~-------John Hilpert, Ph. D., Chairman

DELTA HEALTH AWANCE. INC.
~--~~~~~~~~~-
Karen
c. Fox. Ph. D Chief ExecutNe Officer
APPROVED BY:
Roy D. catnpbell, Ill, Attorney for
Delta Health Atlanqe. Inc.
KAREN C. FOX, lndMdually

APPROVED BY:
John Dunbar, Attorney for Karen c.
~ox
6
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COUN1Y OF LAFAYETTE
Before me, a Notary Public In and for said State and County, duly commissioned and
qualifted, personalty appeared James W. Hahn and
Hahn known (or proven to me
upon suffic~nl identification) to be the persons described in the foregoing Instrument, and
acknowledged that he/she executed the same as hislher ac;t and deed.
WITNESS my hand and Notarial Seal at office this_ day of _ _ _ ___. 2010.
Notary Public
COUNTY OF _ _ __
qualified. personalty appeared Jofvt Hilpert, known (or proven to me upon sufficient
' identifacatron) to be 1ha person described in the foregoing instrument, who acknowledged that,
aa Chainnan of the Board of Directors of Delta Health Alliance, Inc., he executed the same as
his act and deed.
WITNESS my hand and Notariat Seal at office this_ day of----~ 2010.
Notary Public
11/24/2010 WED 10 : 11 FAX
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/
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STATE OF _ _ _ __
COUNTY OF _ _ __
qualified, personally appeared Karen C. Fox, known (or prcwan to me upon sufficienl
identification) to be the person described in the foregoing instrument, and acknowledged that.
as Chief ExecutiVe Off~r of Delta Health AUiance, Inc. and in her IndiVIdual capacity, she
executed the same as her act and deed.
WITNESS my hand and Notarial Saal at office this_ day of _ __ _, 2010.
Notary Public:
11/24/2010 WED 10:12
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bI
BRADL.EY ARANT
SOULT..CUMMING~..
ICr u. ,:.._..L m
l>i~~:~Ct:
IMII) 54Jl.AJ934
f'IIC: (t.OIJ S9.z.t4:M
rcl~~hct. . .c:m
May 18,2010
Via Certified llail

Personal and Confidential
Mr. James Hahn
315 Globe Loop
Oxford, MS 38655
Re:
Dear Mr. Hahn:

Pursuant to action of the Delta Health Alliance Board of Directon; on May 17,
2010, and on behalf of its chairman. Dr. John M. Hilpert, I write to request your
resignation. in writing, no later than 5:00 p.m. Thursday, May 20, 2010, effective at that
time. Administrative leave means you are to remain physically separated from all DeHa
Heanh Alliance offices and other facilities, you are forbidden access to all technology.
' files, and other property of the organization. and you will conduct no business on behalf
of or in the name of the corporation. You could be personally liable for any action taken
in violation of these restrictions.
Please address your resignation direcUy to Dr. Hilpert and deliver it to the Delta
Health Alliance offices in Stoneville, Mississippi.
Please have your lawyer contact me with any questions.
ROC/rmn
cc:
Or. John M. Hilpert (via email)
Ot )ackaon P&lcr liB Baal Capitol Street, Sullt .aofl l:.ckion, M5 JlllOI "601.941.1000 '"''60U4R.3fliJII IAUC.COM
Karen C. Fox, Ph.D.

647 S. McLean
Memphis, Tennessee 38104
(662) 686-3843
kfox@deltahealthalliance.org
EDUCATION
Doctor of Philosophy, Health Science Administration, University of Tennessee
Master of Business Administration, University ofMemphis
Bachelor of Science, Engineering, University of Mississippi
PROFESSIONAL EXPERIENCE
Delta Health Alliance, Stoneville, Mississippi

2008 - Present
President & Chief Executive Officer, Delta Health Alliance
2006 - 2008
Chief Operating Officer, Delta Health Alliance

Associate Professor, Medicine, University of Mississippi Medical
Center
University of Tennessee Health Science Center, Memphis, Tennessee

2005 - 2006
Vice Chancellor, University of TN Health Science Center

Associate Professor, Department ofPreventive Medicine
2001 - 2005
Associate Dean, College of Medicine; Executive Director, Center

for Health Innovation and Community Outreach; Assistant
Professor, Department of Preventive Medicine
1999 - 2001
Assistant Vice President, Information Infrastructure
1996- 1999
Executive Director, Computing and Telecommunications
1987-1996
Assistant Director, Computing and Telecommunications
Ernst and Young

1985- 1987
Ernst and Young Accounting Firm, Memphis, Tennessee
HONORS
2003
2005
2008
Chairperson, Southern Governor's Association Task Force on Bioterrorism

AHRQ Steering Committee, National Resource Center for Health Information
Technology, 2005-present
Chairperson, Governor' s Early Childhood Collaboration Oversight Committee
Karen C. Fox_CV rev Aug-10
Page I of 11
f""f)NFIDENTIAL
EXHIBIT
"B"
PROFESSIONAL MEMBERSHIPS
1994, 1995
2000-2006
2001 - 2006
2001 - Present
2001 -Present
2004-2009
2003 - 2006
2003 - 2005
2004 - 2006
2005 2004 2007 2008 201 0 -
2007
2008
Present
Present
Present
Program Coordinator, Society for Information Management Strategy Series

Member, Academy Health
Member, Healthcare Information and Management Systems Society
Member, American Telemedicine Association
Member, National Rural Health Association
Member, National Steering Committee of the Agency for Healthcare Research
and Quality
Tennessee Delegate, Delta Regional Authority Health and Economics
Committee
Policy Analyst, Southern Growth Policies Board
Member, MIF A-Les Passees Center for Children and Families Visioning
Committee
Council Member, American Lung Association-Memphis Council
Board Member, Regional Chapter - American Diabetes Association
Mississippi Children' s Justice Center Advisory Council
Governor's Early Childhood Collaboration Oversight Committee
Board Member, Mississippi Health Information Network
OTHER MEMBERSHIPS
2003 - 2006
2004 - 2007
2005 - 2007
2005 - 2007
2004 - 2009
2007-2009
Board Member, Memphis Interfaith Association

Board Member, Central Garden ' s Homeowner' s Association
Board Member, Memphis Landmarks Commission
Board Member, St. Agnes Academy/ St. Dominic School
Stewardship/Finance Chairman, St. Peter Church
Parish Council, St. Peter Church
. ORIGINAL PUBLICATIONS
1. Fox, K, Connor P, McCullers E, Waters T. "Effect of a behavioral and specialty care
telemedicine program on goal attainment for youths in Juvenile detention," Journal of
Telemedicine and Telecare 07-11-002, 2008.
2. Fox, K, "Making the Case: Telemedicine Can Improve the Health oflncarcerated Youth,"
Journal ofTelemedicine and Telecare 08-RW-02, 2008.
3. Fox K, "Timeliness and Access to Healthcare Services via Telemedicine for Adolescents in
State Correctional Facilities," Journal of Adolescent Health 41 (2007) 161-167.
4. Fox K,, Waters TM "Timeliness and Access to Care via Telemedicine for Youth in State
Custody" Journal of Adolescent Health, February 2005 (Vol. 36, Issue 2, p. 121-122.)
5. Fox K, Somes G, Waters TM. "Kids in Custody: Providing Cost Savings in Caring for
Adolescents in State Custody Through the Use ofTelehealth Technologies and
Restructured Referral Patterns," Journal of Correctional Health Care, September, 2006 12:3
DOl: 10.1177/1078345806292667
6. McCarthy D and Fox K, "Case Study: University of Tennessee Health Science Center' s
Telehealth Network," The Commonwealth Fund Quality Matters Newsletter, March 2006.
7. Dimmick SL, Fox KC, "The Promise ofE-Therapy", Scientific American Mind, December
2005, No.4.
Page 2 of 11
CONFIDENTIAL
8. Belew AC, Fox KC, Frolick MN, McQuaid B. "Moving from a Mainframe to a Web-Based
Design," The Journal of Modem Business, September 2004.
9. Fox K. "Creating a Telehealth Network for Bioterrorism and Emergency Response:
American Telemedicine Association White Paper," Commissioned by the Office for the
Advancement ofTelehealth, 2003 .
10. Fox K. "Evolving Learning Environments," Journal of Computer Information Systems,
Summer 2000, No.4.
11. Fox K. "Creating a Paperless Workflow," Information Systems Management, Spring 1999,
Vol. 16, No. 2.
PRESENTATIONS
1. Fox, K. , "Delta Health Alliance Project Outcomes", Oral Presentation. Dealt Council Board
ofDirectors, Stoneville, MS. November 11 , 2010.
2. Fox, K. , Whitt, AL, Hill, T. "Eliminating Health Disparities by Incorporating HIT into Rural
Communities", Oral Presentation. American Public Health Association (APHA) 138th
Annual Meeting & Expo, Denver, CO. November 6-10, 2010.
3. Gilmore, MD, J. , Wyant, L. , Calhoun, J. Fox, K. "Access to Care for the Under and UnInsured: The 21st Century Model of Primary Care for Chronic Disease", Oral Presentation.
American Public Health Association (APHA) 138th Annual Meeting & Expo, Denver, CO.
November 6-10, 2010.
4. Wyant, L. , Calhoun, J. Fox, K. "Delta CHWs: Combining Resources to Meet Social Needs
through the Medical Home", Oral Presentation. American Public Health Association
(APHA) 138th Annual Meeting & Expo, Denver, CO. November 6-10, 2010.
5. Fox, K. "The Impact of Health Care Reform in Mississippi" Oral Presentation. Mississippi
Rural Health Association, Natchez, MS. November 4-5 , 2010.
6. Fox, K. , "HealthCare Foundation of the Tri-State Delta", Panelist. Mississippi Economic
Council, Greenville, MS. August 20, 2010
7. Fox, K. , "What is Delta Health Alliance? What Have We Done?'' Oral Presentation. Delta
Council Officers Meeting, Cleveland MS. August 12, 2010
8. Morton, ME, Whitt, AL, Fitch, CW, Hill, T, Fox, KC. "Achieving Meaningful Use ofHealth
Information Technology: A Research-Based Approach," Oral Presentation. AHIMA
Assembly on Education (AOE) Summer Symposium, New Orleans, LA. July 26-28 , 2010.
(accepted abstract)
9. Fox, K., "DHHR/HRSA Briefing", Oral Presentation. HRSA, Washington DC. July 12,
2010.
10. Fox, K., "Low Income Summit Forum Panel", Entergy Mississippi, Inc. and the MS
Association of Community Action Agencies, Jackson, MS. June 29, 2010
11. Fox, K., "Telemedicine", The Delta Summit, Cleveland, Mississippi, June 16, 2010
12. Fox, K., "Cardiovascular Disease Prevention in High Risk Rural Communities", National
Heart, Lung, and Blood Institute of the National Institutes of Health, Bethesda, Maryland,
June 14-15, 2010.
13. Fox, KC, Whitt, AL, Morton, ME. "The Better Lives Utilizing Electronic Systems (BLUES)
Project," Poster Presentation. Agency for Healthcare Research and Quality Annual Health IT
Grantee and Contractor Meeting. Washington, DC, June 2-4, 2010.
14. T.P. Kamowski, K.W. Tobin, PhD, L. Giancardo, Y. Li, PhD, S. Garg, M.D, Abramoff,
M.D ., PhD, M. T. Tennant, M .D. , K Fox, PhD 6, and E. Chaum, M.D., PhD 2010 World
Ophthalmology Congress. Submitted Abstract. "Automated Image Analysis and Disease

Page 3 of II
CONFIDENTIAL
Stratification in RISANet: a Web-Based Telemedicine Network in the Southern United

States"
15. Fox, K. "Strategic Planning and Capacity Building," Harlem Children's Zone Annual
Conference, New York, New York, November 9-11,2009.
16. Fox, K. "The Mississippi Delta: A Place of Paradox, "Harlem Children's Zone Annual
Conference, New York, New York, November 9-11 , 2009.
17. Morton L. , Whitt AL., Fox K. , Fitch C., Hill T. "EHR Evaluation: Incorporating Grant
Research into the Undergraduate Clinical Experience," American Health Information
Management Association Annual Assembly on Education and Faculty Development
Institute, Las Vegas, Nevada, July 27, 2009.
18. Fox K, "Addressing Disparities through Practice and Evidence," 20th National Conference
on Chronic Disease Prevention and Control, National Harbor, Maryland, February 23 , 2009.
19. Fox K, "EHR in an Ambulatory Setting," AHRQ Improving Quality of Care ofVulnerable
Populations through Health IT. September 8, 2008.
20. Fox K, Ellen Jones, Anna Lyn Whitt, Marshall J. Bouldin, "Integrating Health Information
Technology in the Delta: Promising Results from the Delta Diabetes Project," 2007 AHRQ
Annual Meeting "Improving Health Care, Improving Lives," Bethesa, MD, September 2628. (Poster)
21. Fox K, "Innovative Approaches toDelivering Healthcare to Underserved Communities,"
University of Alabama visiting professorship September 21-22, 2006
22. Fox K, "Meeting the Needs of Children in Tennessee Youth Development Centers," State of
Tennessee Department of Children's Services, March 2, 2006
23. Fox K, "Home Telehealth: A New Approach to Meeting Health Care Needs," QSource
Home Health Workshops, February 28, March 2, and March 7, 2006
24. Fox K, "Outcomes Research", 11th Annual Office for Advancement ofTelehealth (OAT)
Conference, January 30-31 , 2006
25. Fox K, "Putting Research Into Practice for Underserved Communities", Delta Regional
Authority Rural Health Preparedness Planning Conference, December 14, 2005
26. Fox K, "Children's State Custody Telehealth Outcomes", Vanderbilt Managed Care,
November 16, 2005
27. Fox K, "Innovative Approaches to Delivering Healthcare to Underserved Communities",
Legislative Day, University ofTennessee Health Science Center, October 31 , 2005
28. Fox K, "EMR's and Telemedicine," Tennessee Medical Association, October 28, 2005
29. Fox K, "Diabetes in the Delta", U.S Senate Steering Committee, September 28, 2005
30. Fox K, "Telemedicine as an Alternative to Improving Health Care Services to Youth in State
Custody", University of Arizona Telemedicine Program, September 22, 2005
31 . Fox K, "Telemedicine as an Alternative to Improving Health Care Services to Youth in State
Custody: Two Year Follow-Up", Tennessee Department of Children's Services, September
19,2005
32. Fox K, "Translating Research into Practice for Underserved Communities," Delta Regional
Authority Health Summitt, June 28, 2005
33. Fox K, "Health Technologies and Community Service", U.S. Congress, June 8 2005
34. Fox K, "Quantifiable Results for Community-Based Projects", Capitol Hill Steering
Committee on Telehealth and Healthcare Informatics, June 8, 2005
35. Fox K, "The Technology Exchange for Cancer Health Network (TECH-Net) : A Case Study
for Health Technologies to Improve Patient Care", Agency for Healthcare Research and
Quality Conference, June 6-8, 2005
Page 4 of 11
CONFIDENTIAL
36. Fox K, "Improving Healthcare Systems with the Use of Integrating Telemedicine and EMR A Case Study Approach", 2005 Toward an Electronic Patient Record Conference, May 16,
2005
37. Fox K, "Sustainable Fundraising Through Federal Grants and Appropriations", Allscripts
Executive Meeting, May 3, 2005
38. Fox K, "Unique Clinical Applications", American Telemedicine Association, April 20, 2005
39. Fox K, "Effects and Benefits of eHealth: Lessons Learned on Four Continents", World
Telemedicine Conference, Luxembourg, April 6, 2005
40. Fox K (Co-Author), "The Effect of Developmental Delay and Type of Strabismus on the
Reliability of Photorefractive Screening in Young Children", American
Association for Pediatric Ophthalmology and Strabismus, March 10, 2005.
41. Fox K, "Statistical Approaches to Outcomes Research", Office for the Advancement of
Telemedicine, HRSA, January 2005
42. Fox K, "Cost Analysis for Telemedicine Programs," Office for the Advancement of
Telemedicine, HRSA, January 2005
43. Fox K, "Bringing the Doctor to You (and Your Employees)", Making the Connection:
Information and Healthcare Quality, Memphis Business Group on Health, November 2,
2004
44. Fox K, "Computer Real Time Analysis in Mobile Ocular Screening", American Tele
-medicine Association, May 3, 2004
45. Fox K, "Deployed Health Technologies - Emerging Opportunities and Existing Barriers",
U. S Congressional Healthcare Informatics Steering Committee, April 28, 2004
46. Fox K, "Sharing Strategies for Success", HUD Neighborhood Networks, Regional Technical
Assistance Workshops, April 23 , 2004
47. Fox K, "Regional Telehealth Initiatives", Federal Express Technology Symposium,
March 2004
48 . Fox K, "Telemedicine's Role in Disaster Preparedness", University of Tennessee
College ofMedicine Alumni Council Meeting, March 2004
49. Fox K, "Overcoming Health Disparities", Congressional Steering Committee on Health,
November 2003
50. Fox K, "Telemedicine: Improving Care for Medicaid Patients Chronic Conditions", Kanter
Family Foundation, October 2003
51. Fox K, "Building Collaborations and Meeting Needs Through Telemedicine", Tennessee
Public Health Forum, June 2003
52. Fox K, "Cost Effectiveness of Technology Based Disease Management", Congressional
Steering Committee on Technology, May 2003
53. Fox K, "Emerging Opportunities and the Role ofTelehealth in Disaster Preparedness",
Congressional Steering Committee on Technology, April 2003
54. Fox K, "Access to Care and the Aging Population", Special Congressional Committee on
Aging April 2003
55. Fox K, "Telemedicine for Patients with Chronic Conditions", TennCare Medical Directors
Quality Meeting, February 2003
56. Fox K, "Telemedicine' s Role in Bioterrorism Response", Annual Meeting, Office for the
Advancement ofTelemedicine, January 2003
57. Fox K, "Marketing Strategies for Promoting New Healthcare Services", Office for the
Advancement ofTelemedicine, January 2003
58. Fox K, "Telemedicine, The Technology, The Direction and Its Impact on Health Care,
National Conference for Women in Corrections and Juvenile Justice, December 2002
Page 5 of 11
CONFIDENTIAL
59. Fox K, "E-Health: Is There Any There?" Annual Conference National Academy for State
Health Policy, August 2002
60. Fox K, "Proposal for a Regional Health Emergency Preparation and Response Network",
Southern Governors Association, August 2002
61. Fox K, "What Is Outcomes Research?" International Mobile Health Association Annual
Conference, June 2002
62. Fox K, "Evaluating Outcomes of Health Information Technology Projects", Mobile Medical
Conference, June, 2002
63. Fox K, "Effective Marketing Strategies for Building a Telehealth Network: A Case Study,"
American Telehealth Association Annual Meeting, June 2002
64. Fox K, "Information Systems in Higher Education," CUMREC, May 1999
65. Fox K, "Why Technology?" CUMREC, May 1998
66. Fox K, "Relational Database Design of a Student Information System", Cause Presentation,
October 1998
ACTIVE GRANTS AND PREVIOUS GRANT SUPPORT
Current Research Projects
$34,174,401
U1FRH07411-04-01 (PI: Fox)
711 11 0 - 6/30/11
HRSNOffice of Rural Health Policy
Delta Health Initiative- Serving as President and Chief Executive Officer for the Delta Health
Alliance, the major goal of this project is to improve access to and quality ofhealthcare services
in the Mississippi Delta region. This award represents the fifth year in an ongoing effort to
improve the health and well-being of residents of the Mississippi Delta.
$14,666,156
90BC0004-01 (PI: Fox)
4/1110-3/31 /13
Office of the National Coordinator for Health Info Technology
Beacon Community Cooperative Agreement Program
The DHA will work with over a dozen partners across the state over a three year period to
design, support and maintain "meaningful use" electronic health record systems in the Delta.
The project has several goals, including expanding the UMMC School of Pharmacy's disease
management program and facilitating the development and implementation of a state-wide
Health Information Exchange system.
2 D60RH08555-04 (PI: Fox)
811/10 - 8/30/13
$1 ,893 ,705
HRSA- Office of Rural Health Policy
TEAM Sugar-Free II: Training, Education, Access and Management for Sugar-Free Life
This three year project builds upon the work done in the previous TEAM Sugar-Free effort,
expanding diabetes prevention and treatment services to more counties and new FQHC locations.
This effort will also add a diabetes medication management initiative in partnership with
UMMC's School ofPharmacy.
1 R18 HS 17233 (PI: Fox)
9/30/07 - 9/2911 0
$1 ,082,417
Agency for Healthcare Research and Quality
Improving Diabetes Outcomes in Mississippi with Health IT
The major goal of this three year project is to demonstrate the effects of diabetes management
practices at four ambulatory clinics throughout Mississippi when utilizing well-designed,

comprehensive health information technology.
Karen C. Fox_ CV rev Aug-10
Page 6 of 11
CONFIDENTIAL
$375,000
1 D04RH12672-01 (PI:Fox)
611 /09-4/30/12
HRSA-ORHP
Delta Community Health Outreach Worker Project
The goal of this three year project is to connect patients with a medical home and assist them in
navigating medical services and systems as they seek treatment for chronic illness.
$729,963
1H2AIT 16626-01
9/1/09-8/31 /12
HRSA - Office of Rural Health Policy
Telehealth Network Grant Program
This three year project works in partnership with UMMC's Department of Psychiatry to install
then maintain a network oftele-psychiatry locations connecting rural Community Mental Health
Centers with the Whitfield state hospital and UMMC's Department of Psychiatry. The purpose is
to improve follow up for patients of the Mississippi Delta moving through the mental healthcare
network.
$610,000
10/30/07 - 09/30/10
DLT-MS-730-A17&B16 (PI: Fox)
USDA: Rural Utilities Service
Funding to support the expansion of electronic health record and telemedicine equipment in rural
communities across the Mississippi Delta.
Previous Grant Support

$73 ,938,599
U1FRH07411-01 , -02 and -03 (PI: Fox) 7/1/06 - 6/30110
HRSA/Office ofRural Health Policy
Delta Health Initiative- Previous annual awards to establish, maintain and expand an 18-county
multi-partnership program that supports sustainable programs in the areas ofhealthcare,
education, and workforce training in 18 counties of the Mississippi Delta.
9/01 /07 - 8/30/10
$1 ,593,705
1 D60RH08555-03 (PI: Fox)
HRSA - Office of Rural Health Policy
TEAM Sugar-Free: Training. Education, Access and Management for Sugar-Free Life
The major goal of this project is to develop, implement and support an integrated, comprehensive
and sustainable system of diabetes management and prevention across the Delta region through
education and expanded access to clinical services.
$10,000
Foundation Award
8/1/09-7/31/10
King's Daughters and Sons Circle Number Two Foundation
The Babv College Program
This project provides support for a Baby College program in Washington County that provides
infant care education and support through weekend classes and seminars for young parents.
7/1 /09-6/30/10
Contract with State of Mississippi
$51 ,000
Mississippi Department of Health
The Church Garden Project
A partnership with over a dozen rural churches to help them design, develop and maintain
sustainable gardens for their communities. Gardens are designed with the assistance of volunteer
"master gardeners" of the Ag Extension Service who work with children and adults oflocal
Karen C. Fox_ CV rev Aug-1 0
Page 7 of 11
CONFIDENTIAL
congregations to plan their gardens, construct the enclosures then prepare the land, plant the
seedlings, maintain the crops then harvest the results.
Contract with State of Mississippi
7/1 /09- 6/30/10
$76,000
Mississippi Department of Health, Office of Tobacco Control
Mississippi Tobacco-Free Coalition Project
A series of programs to reduce the use of tobacco products among adolescents in Coahoma,
Quitman, Tallahatchie and Tunica counties.
No number (PI: Fox)
10/01 /07 - 9/30/08
$500,000
DRA/Rural Community Advancement Program (RCAP)
Regional Electronic Health Records Project
This project seeks to provide additional equipment to support the infrastructure for 1) electronic
health records at the Delta Regional Medical Center and the University of Mississippi Medical
Center and 2) to establish a platform for record sharing across all health agencies of the Delta
Health Alliancy.
2004-2007
$3 ,430,932
R073204029 Fox K (PD
AHRQ, Technology Exchange for Cancer Health Network (TECH-Net)
The Technology Exchange for Cancer Health Network is a collaborative multi-state effort to
implement a systematic care program to improve cancer management in the rural communities of
west Tennessee, north Mississippi and east Arkansas.
R073850044 Fox K (Co-PI)
2004-2006
$1 ,500,000
Department of Health and Human Services, Nurse Practitioner Use o(Telehealth for Transplant Care
The purpose of this grant is to combine the existing telehealth system with the Transplant Nurse
Practitioner clinic in order to compare the patient outcomes between standard care and the
telehealth intervention for this medically complex transplant population.
R073204022 Fox K (PI)
2004-2006
$100,000
National Library of Medicine, Health Disparities Database
The purpose of this pilot project is to initiate the development of a database to test and
demonstrate the feasibility and usefulness of an interactive web-based health disparities data map
with a potential for national scalability.
R073204024 Fox K (PI)
2004-2007
$830,000
US Army Medical Research & Material Command, Biomedical Information Technology (BIT)
Network
To develop a wireless, mobile telemedicine system to be used to screen the eyes of underserved patients in rural and remote settings for common blinding diseases including diabetes and
glaucoma and to help patients have better access to ophthalmologists.
R073204016 Fox K (PI)
2003-2007
$674,692
Department of Commerce, Technology Opportunities Program Mental Retardation and
Developmental Disabilities Grant
The purpose of this program is to provide healthcare and living support for deinstitutionalized
developmentally disabled citizens.
Page 8 of 11
CONFIDENTIAL
R073204019 Fox K (PI)

2003- 2006
$2,803 ,861
HRSA, Bioterrorism Education and Training Grant
To establish, support and evaluate a state-wide education and training program to provide first
responders, healthcare staff, and administrators with the skills, knowledge and training needed to
deal with a public health emergency.
$477,057
R073204014 Fox K (PI)
2003-2006
USDA, RUS Mental Retardation and Developmental Disabilities Grant
To provide interactive video phone network for MRDD patients, agencies focusing on providing
healthcare and living support for deinstitutionalized mentally-retarded citizens.
R073204028 Fox K (PI)
2005-2007
$736,548
HRSA Delta Health Partnership
To implement and evaluate the impact of a new telehealth-based diabetes disease management
program. This program consists of three main activities: (1) provide patient education; (2)
conduct group visits; and (3) the establishment and maintenance a secure web-based electronic
health record (EHR).
R073204027 Fox K (PI)
2004-2007
$684,626
HRSA: Office for the Advancement o(Telehealth -Mid Appalachia Project
A home-health research project conducted in eastern Tennessee through the University Health
System, developed to evaluate the effectiveness of the delivery ofhealthcare services directly to
patient' s home through the use of video conference, remote monitoring, and home visitations.
R106903071 Fox K (PI)
2004-2006
$199,322
HRSA: Home Health Outreach Program, I
A Congressionally mandated program to establish a pilot project to evaluate the impact of home
health services in rural communities on cost, appropriate utilization of services, and patient
outcomes.
R106903074 Fox K (PI)
2005-2006
HRSA: Home Health Outreach Program, II
A Congressionally mandated expansion of the pilot program begun in 2004.
$198,416
R073204013 Fox K (PI)

2003-2004
$284,875
FNS. Nutrition Education for Food Stamp Recipients
To provide and evaluate the effectiveness of distance education to food stamp recipients that
will. Assist adoption of healthy eating and active lifestyles that are consistent with Dietary
Guidelines for Americans and the Food Guide Pyramid. Insure families have enough to eat
without resorting to emergency food assistance. Improve safe handling, preparation and storage
of food. Enhance practices related to thrifty shopping and preparation of nutritious foods.
R073204005 Fox K (PI)
2001-2005
$749,498
Department of Commerce, Technology Opportunities Program-Dental/Ophthalmology Grant
The purpose of this project is to provide mobile access to a variety of dental and ophthalmology
specialty and diagnostic services previously unavailable or difficult to access in the rural
communities ofwestem Tennessee
Page 9 of II
CONFIDENTIAL
R073204007 Fox K (PI)

2000-2004
$431 ,810
Office for the Advance ofTelemedicine, Rural Telemedicine Initiative Grant
To establish and evaluate six telehealth connections to rural hospitals across West Tennessee,
providing access to ~pecialty services and distance education.
No number- Gourley, D (PI), Fox K (Co-PI) 2001-2003
$475,000
USDA, Pharmacy Education Grant
To evaluate the effectiveness of distance education methodologies in supporting a rural residency
program for the University of Tennessee College of Pharmacy.
R073204006 Fox K (PI)
2001-2003
$498,747
USDA, Delta Telemedicine Project
To create a video conference network between UTHSC and seven state health departments
across Tennessee, providing access to specialty services and distance education in support of
their tuberculosis initiatives.
R073204002 Fox K (PI)
2001-2003
$477,057
USDA, Children in Need Telemedicine Grant
To create a video conference network between UTHSC and fi ve of the TN Youth Development
Centers and evaluate the effectiveness of clinical telehealth services and distance education to
this isolated population.
$460,990
R07320401 0 Fox K (PI)
2002-2005
USDA, Health Services for Rural Tennessee
To expand video conference network to eight rural sites in west Tennessee, providing access to
specialty services and distance education.
~$150 , 000/yr
R073204020 Fox K (PI)
2001-2005
State of Tennessee Telemedicine Contract
To co-operatively support the provision of clinical services, health education and technical
training to the residents of the four youth development centers and the Adoption Center location
at the former Tennessee Preparatory School.
~$125 , 000/yr
2001-2005
R073204021 Fox K (PI)
State of Tennessee Telemedicine Contract
To provide distance education programs for patients and providers to seven rural health
departments and support of their tuberculosis initiatives.
$450,000
No number Gourley, D (PI), Fox K (Co-PI) 2001-2003
USDA, HERCULES Distance Ed Grant
To provide a network of distance education nodes across the state of Tennessee to unite the
education and training needs of Agriculture Extension agents, in support of the rural
communities they serve.
No number Gourley, D (PI), Fox K (Co-PI) 2002-2004
USDA, HERC II (Health Education in Rural Communities)
To provide coverage in 27 counties of Eastern Tennessee.
Page 10 of 11
$260,000
CONFIDENTIAL
Past State and Local Contracts:

Tennessee Department of Health
Tennessee Department of Children's Services
Shelby County Jails
Methodist Health Care
The Health Loop
Page 11 of 11
$124;500/yr
$150,000/yr
$286,690/yr
$40,000/yr
$60,500/yr
CONFIDENTIAL
Page 1
LexisNex1s
LEXSEE 283 S.C. 408

BANKERS TRUST OF SOUTH CAROLINA, Plaintiff-Respondent, v. Thomas S.
BRUCE and Mary E. Bruce, Appellants, v. LEATHERWOOD, WALKER, TODD
AND MANN, Intervenors-Respondents
No. 0249
Court of Appeals of South Carolina
283 S.C. 408; 323 S.E.2d 523; 1984 S.C. App. LEXIS 606
June 18, 1984, Heard

September 4, 1984, Decided
PRIOR HISTORY:
[***1] Appeal From Greenville County, James W. Sparks, Special Circuit Judge
DISPOSITION:
Affirmed.
COUNSEL: A. Camden Lewis, of Austin & Lewis, CoIumbia,for appellants.

John H. Lumpkin, Jr., Paul B. Nix, Jr., and Robert W.
Dibble, Jr., Columbia,for plaintiff-respondent.
Richard J. Foster and Eugene C. Covington, Jr., Greenville,for intervenors-respondents.
JUDGES: Shaw, Judge.

concur.
Cureton and Goolsby, JJ.,
OPINION BY: SHAW

OPINION
[*412] [**526] This is an appeal from an order
finding no conflict of interest of a law ftrm requiring the
reopening of a deficiency judgment entered against the
appellants -- Mr. and Mrs. Thomas S. Bruce. The lawsuit giving rise to this appeal grew out of a lawsuit contesting the qualifications of real estate appraisers under
Section 29-3-700, 1976 South Carolina Code of Laws.
After finding the appraisers to be unqualified, the Supreme Court ordered a remand fcir the appointment of
new appraisers. The trial court was also ordered to "conduct a full hearing on appellants' allegation their counsel
during the foreclosure proceedings was subject to a conflict of interest and determine whether the conflict, if
any, requires [***2] reopening the deficiency judgment". Bankers Trust of South Carolina v. Bruce, et al.,
275 S.C. 35, 38, 267 S.E. (2d) 424, 425 (1980). We afftrm the trial court's holding that no conflict of interest
existed.
On February 11, 1974, Dan Bruce, Tom Bruce, and
Jimmy Jones, as individuals, borrowed $ 750,000 from
Bankers Trust for which they were severally liable.
Tom Bruce's and Jones' wives co-signed the note. This
loan was secured by certain real property owned individually by the three borrowers above, but held in trust by
them for two limited partnerships in which all three were
general partners.
Harvey G. Sanders of the law firm of Leatherwood,
Walker, Todd & Mann was not involved in the Joannegotiation process; however, he handled the closing.
Sanders and Dan Bruce had an attorney-client relationship for many years. Sanders represented Dan in many
past business ventures involving corporations, partnerships, and real estate, and helped him obtain [*413]
financing in some of them; the two also had a business
relationship at one time.
Through Dan, Sanders met Dan's father Tom in the
early 1970's. [***3] Their acquaintance resulted in
Sanders representing Tom's company, the P.L. Bruce
Company in several matters. Sanders also represented
Tom Bruce in transactions involving the mortgaged real
property herein. Sanders drafted the partnership agreement and the declaration of trust concerning the realty.
He also drew up an agreement modifying the note, which
extended the maturity date and provided for a fixed,
lower interest rate among other things. The two wives
were not parties to the modifications agreement.
Page 2
283 S.C. 408, *; 323 S.E.2d 523, **;
1984 S.C. App. LEXIS 606, ***
In January of 1977, the Joan went into default.
Bankers Trust sent a demand Jetter to the Bruces and
Jones on March 1, 1977. Thereafter, Tom Bruce and
Sanders entered into a series of face-to-face and
[**527] telephone conversations during the spring of
1977 concerning whether Sanders could represent them
at the foreclosure proceeding. Bankers Trust had a retainer relationship with the Leatherwood firm whereby,
for the payment of a periodic, quarterly fee, the Leatherwood fum provided legal advice to Bankers Trust in
seven specific areas. Litigation matters were specifically excluded. Julian Turner, President of Bankers
Trust, testified the retainer did not cover [***4] Joan
closings nor foreclosures.
Sanders testified he told Dan and Tom Bruce his
firm had a retainer relationship with Bankers Trust whereby the fum was paid periodic fees. He admits the
amount of the fees and the areas encompassed by the
retainer were not disclosed. While Tom Bruce claims
he had no knowledge the Leatherwood firm had ever
represented Bankers Trust, he concedes having conversations with Sanders concerning whether or not Sanders
would be able to represent them in the foreclosure proceedings.
The Bruces and Jones were served with a complaint
dated May 4, 1977. The complaint and following letter
dated May 6, 1977, were hand delivered to Sanders.
Dear Harvey,
Herewith is a request on behalf of
myself, Jimmy Jones and Dan. The request is that you represent us in the matter
concerning our 291 Project and Bankers
Trust Land Mortgage.
[*414] The reasons for this request
is as follows:
1. You have represented us in all
matters relating to this project from the
beginning (involving many complicated
transactions).
2. We have more faith in your ability to adequately represent us than anyone
else.
3. If Tommy Wyche, whom we
consider has a "direct" [***5] conflict
of interest, could represent Bankers Trust,
we feel you could surely represent us.
4. We personally know that Bankers
Trust has every major Jaw firm in town
representing them, and that in the manner
in which we feel you would handle this
problem, would serve only to enhance

whatever future possibilities your fum has
of doing. business with Bankers Trust.
5. You have represented us in all
matters relating to closings and other
matters concerning this same mortgage
with Bankers Trust.
We certainly hope you understand
our need for your help in this matter.
Sincerely,
Tom S. Bruce, Dan E. Bruce,
and James E. Jones, Jr.
On May 11, Sanders met with Tom Bruce. He told

Bruce he needed to discuss his possible representation
with Wesley Walker, the fum's senior member who did
much of Bankers Trust's work. After discussing the
matter with Bankers Trust officials, Walker informed
Sanders there was no conflict of interest. On May 29,
Sanders informed the Bruces and Jones he could
represent them. Tom Bruce's notes of that conversation
reflect he was told the matter was cleared with Wesley
Walker, Sanders would handle the case, and there was no
conflict.
After [***6] the foreclosure sale, a deficiency
judgment of$ 448,017.75 was entered against the Bruces, Dan Bruce, and the Jones. (Jones and his wife have
reached a settlement with Bankers Trust. Dan Bruce
voluntarily filed for bankruptcy and was discharged from
liability on the deficiency judgment. Thus, only Tom
Bruce and his wife are presently involved). As Sanders
prepared the appeal based on the qualifications of the
appraisers, the Leatherwood fum received a letter from
[*415] Tom Bruce dated May 1, 1978, in which he
listed several complaints about the legal services he was
receiving. One of Bruce's concerns was a possible conflict of interest affecting Sanders' zeal to represent him
because of Leatherwood's retainer with Bankers Trust.
Bruce's Jetter continued by stating he still desired to continue the relationship. However, after a meeting with
the Bruces on May 3, 1978, the Leatherwood fum decided it was best not to continue the representation under
these circumstances. The [**528] Bruces' current
attorneys continued the appeal of the appraisers' qualifications which gave rise to the instant lawsuit.
This is truly a case of first impression. We are not
aware of [***7] any other case in which a deficiency
judgment was reopened due to an attorney's conflict of
interest. A court of equity has the inherent power to set
aside a judgment on the ground of fraud. Bryan v.
Page 3
283 S.C. 408, *; 323 S.E.2d 523, **;
1984 S.C. App. LEXIS 606, ***
Bryan, 220 S.C. 164, 66 S.E. (2d) 609 (1951); Center v.

Center, 269 S.C. 367, 237 S.E. (2d) 491 (1977); Rycroft
v. Tangway, 279 S.C. 76, 302 S.E. (2d) 327 (1983).
However, counsel for the Bruces concedes there is no
direct evidence of any improper contact or fraudulent
collusion between Bankers Trust and the Leatherwood
frrm during the entire foreclosure process. Therefore,
the Bruces' exclusive remedy for relief from the deficiency judgment must be found in Section 15-27-130 of
the 1976 South Carolina Code of Laws. S.C. DDS v.
Scruggs, 278 S.C. 80, 292 S.E. (2d) 300 (1982); S.C.
DDS v. Durham, 274 S.C. 222, 262 S.E. (2d) 49 (1980).
[***8]
At the trial, the burden was upon the Bruces to prove
to the satisfaction of the trial judge they were entitled to
relief from the deficiency judgment. Jolley v. Jolly, 265
S.C. 594, 220 S.E. (2d) 882 (1975); Rajcich v. Rajcich,
256 S.C. 121, 181 S.E. (2d) 11 (1971). The motion to
vacate or open a judgment is addressed to the sound discretion of the trial judge and his ruling will not be disturbed absent a clear showing of an abuse of discretion.
Ledford v. Pennsylvania Life Ins. Co., 267 S.C. 671, 230
S.E. (2d) 900 (1976). An abuse of discretion arises in
cases in which: (1) the judge issuing the order was controlled by some error of Jaw; or (2) where the order,
based upon factual, as distinguished from legal, conclusions, is without evidentiary support. Brown v. Weathers, 251 S.C. 67, 160 S.E. (2d) 133 (1968); Rochester v.
Holiday Magic, Inc., 253 S.C. 147, 169 S.E. (2d) 387
(1969). [***9]
[*416] It is this scope of review that controls our
consideration of the issues raised in this case. Of
course, it is incumbent upon the Bruces, as appellants, to
clearly show an abuse of discretion. Blakely v. Wright,
269 S.C. 6, 235 S.E. (2d) 803 (1977).
The frrst issue for our consideration is the scope of
discovery and inquiry. In an order dated January 8,
1981, the trial judge stated "both parties may engage in
discovery of matters occurring during the foreclosure
proceedings, namely from May 4, 1977, the date foreclosure was commenced, to June 2, 1978, the date respondents' [the Bruces] prior counsel was removed as of
record". The Bruces complain that at the hearing the
trial judge improperly expanded the scope of the inquiry
leaving them in the position of meeting testimonial evidence they were precluded from discovering.
Immediately after the trial began, prior to the taking
of any witnesses' testimony, a question arose as to the
introduction into the record of portions of depositions.
Counsel for the Bruces introduced only portions of the
deposition of Ian S. Walker, Vice-President of [***10]
Bankers Trust, so as to comply with the January 8 order
limiting the scope of inquiry. Opposing counsel ob-
jected on the grounds that Circuit Court Rule 87(D)(4)

allowed an adverse party to introduce all of a deposition
when only parts of it had been offered in evidence.
When counsel for the Bruces explained he was attempting to comply with the scope of inquiry, the trial judge
stated his order was not intended to deprive any party
from going into any matter relevant to the conflict question. It was then pointed out by opposing counsel the
Ian Walker deposition went back to 1968. At that point,
counsel for the Bruces stated, "I don't mind going into
the conflict question, Your Honor. I think that's important. I'll be glad to go back as far as they want". Later
in the trial, counsel for the Bruces objected to questions
eliciting testimony he considered to be outside the scope
of inquiry.
We agree with the trial judge his order was not intended to deprive any party from going into any matter
relevant to the conflict question. Any evidence that assists in getting at the truth of the issue in question
[**529] is relevant and admissible unless because of
some legal rule it [***11] is incompetent. Wimberly v.
Sovereign Camp, 190 S.C. 158, 2 S.E. (2d) 532 (1939);
Toole v. Salter, 249 S.C. 354, 154 S.E. (2d) 434 (1967).
The determination of the relevancy of evidence is largely
within the discretion [*417] of the trial judge. Hankins v. Foye, 263 S.C. 310, 210 S.E. (2d) 305 (1974);
Merrill v. Barton, 250 S.C. 193, 156 S.E. (2d) 862
(1967). There was no objection that the evidence in
question was irrelevant or incompetent other than being
outside the scope of inquiry set forth in the January 8
order. All of the evidence objected to on this ground
was relevant to the conflict question; there was no abuse
of discretion in admitting it.
Furthermore, counsel for the Bruces consented to
enlarging the scope of inquiry. He cannot now object to
that to which he consented. See Hughes v. Edisto Cypress Shingle Co. , 51 S.C. 1, 28 S.E. 2 (1897). [***12]
The Bruces next argue the trial judge erred in allowing the Leatherwood firm to intervene. Section
15-5-30 states:
Any person may be made a defendant
who has or claims an interest in the controversy adverse to the plaintiff or who is
a necessary party to a complete determination or settlement of the questions involved therein.
While Bankers Trust initiated the proceeding below by

petition for rule to show cause, the Bruces are the parties
who moved to reopen the deficiency judgment. They are
the parties complaining about the deficiency judgment

and are thus the true plaintiffs in this case.
Section
Page 4
283 S.C. 408, *; 323 S.E.2d 523, **;
1984 S.C. App. LEXIS 606, ***
15-5-10; 59 Am. Jur. (2d) Parties, Section 7 at 350 and
Section 20 at 370 (1971); Cooper v. Bolin, 431 S. W. (2d)
69 (Mo. 1968) (plaintiff is synonymous with party in that
he is the party who complains).
"Interest" means any interest in the action, legal or
equitable, as would make a party a proper party to the
action. Page v. Lewis, 203 S.C. 190, 26 S.E. (2d) 569
(1943). It can hardly be claimed the Leatherwood firm
has no interest in this case. [***13] One of their attorneys is, indirectly, being accused of unethical conduct
which, if true, could result in disbarment. The reputation of the entire firm is at stake. A good reputation for
honesty, uprightness, and fair dealing is a valuable possession which has never been doubted. To destroy the
reputation of the firm would be to destroy it financially.
To permit this case to go to a judgment which could injure the reputation of the Leatherwood firm without giving it an opportunity to defend its name would be a great
wrong without remedy. We hold the [*418] Leatherwood firm has a direct legal interest in the outcome
of this case and that the trial judge properly allowed it to
intervene. Dodd v. Reese, 216 Ind. 449, 24 N.E. (2d)
995 (1940); Berry v. Slappey, 229 Ga. 109, 189 S.E. (2d)
394 (1972); U.S. Casualty Co. v. Taylor, 64 F. (2d) 521
(4th Cir. 1933), cert. den. 290 U.S. 639, 54 S. Ct. 56, 78
L. Ed. 555 (1933). [***14]
It is next claimed the trial judge signed an order
prepared in its entirety by the Leatherwood firm and that
the findings therein are wholly unsupported by the facts.
This court does not condone that practice. However, the
findings in the order, though not the product of the trial
judge's mind, are formally his. Such orders and the
findings therein are not to be rejected out-of-hand; they
will stand if supported by the evidence. U.S. v. El Paso
Natural Gas Co., 376 U.S. 651, 84 S. Ct. 1044, 12 L. Ed.
(2d) 12 (1964). The trial judge's finding no conflict of
interest existed is supported by the evidence.
Tom Bruce claims he was surprised to learn of the
Leatherwood firm's retainer relationship with Bankers
Trust, that he never would have hired Sanders or any
other attorney from that firm had he known of the relationship, and this conflict of interest caused Sanders not
to raise several meritorious defenses at the trial that were
available to the Bruces. These circumstances, Bruce
claims, require the deficiency judgment to be vacated
under Section 15-27-130.
DR5-105(C) of Supreme [***15]
reads:
Court Rule 32
[**530] In the situations covered by

DR5-105(A) and (B), a lawyer may
represent multiple clients if it is obvious
that he can adequately represent the inter-
est of each and if each consents to the representation after full disclosure of the
possible effect of such representation on
the exercise of his independent professional judgment on behalf of each. 1
This subsection has two requirements which must be

satisfied in order for the Leatherwood ftrm to have properly represented [*419] the Bruces against a client on
retainer. One, it must have been obvious to the Leatherwood ftrm it could adequately represent the interests of
each client. Two, each client must consent to the representation after full disclosure of the possible effect of
such representation on the exercise of the lawyer's independent professional judgment on behalf of each client.
The consent obtained from each client after full disclosure of the possible effect of multiple representation
must be an informed consent. 2 City Consumer Services,
Inc. v. Horne, 571 F. Supp. 965 (C.D. Utah 1983); Lysick
v. Walcom, 258 Cal. App. (2d) 136, 65 Cal. Rptr. 406
(1968); [***16] Unified Sewerage Agency v. Jelco,
Inc., 646 F. (2d) 1339 (9th Cir. 1981).
1
We recognize that an adverse effect on an
attorney's exercise of independent judgment is
presumed when an attorney takes an adversary
position toward another client. So long as full
disclosure is given and the client's consent is obtained, multiple representation is allowed. See
1BMv. Levin, 579 F. (2d) 271 (3rd Cir. 1978).
It must be kept in mind this is not a situation
2
where one lawyer is undertaking the simultaneous representation of two adverse clients. Bankers Trust was represented by attorneys not associated with the Leatherwood firm at the foreclosure proceedings.
We have little difficulty in concluding the first requirement was met. The Leatherwood firm was only
representing one side, the Bruces, in the foreclosure proceeding. The retainer agreement with Bankers Trust did
not cover mortgage foreclosures and specifically excluded [*** 17] litigation. While the Leatherwood ftrm
had represented Bankers Trust in past foreclosure cases
and in other matters, Sanders had performed little of this
work. Under these circumstances, there is no real and
substantial conflicting relationship between the subject
matter of this litigation and the matters covered under the
retainer agreement which would prevent an adequate
representation. In the interest of H. W.E., 613 S. W. (2d)
71 (Tex. Civ. App. 1981); Unified Sewerage Agency v.
Jelco, supra; see also Arcon Construction Co. v. State,
314 N. W. (2d) 303 (S.D. 1982) (no conflicting or hostile
interests). There is very little possibility, if any, Sanders

possessed any special insight, advantage or knowledge or
Page 5
283 S.C. 408, *; 323 S.E.2d 523, **;
1984 S.C. App. LEXIS 606, ***
any privileged information that prevented him from
representing the Bruces. Indeed, if any party has conceivably suffered harm by the potential conflict, it would
be Bankers Trust as it was their retained law firm
representing the other side. See Melamed v. liT Continental Baking Co., 592 F. (2d) 290 (6th Cir. 1979).
[***18] Yet Bankers Trust consented to Sanders' representation of the Bruces.
[*420] With regard to the second requirement of
disclosure and consent, there must be a full and effective
disclosure of all material, relevant facts and circumstances which, in the judgment of a lawyer of ordinary
skill and capacity, are necessary to enable his client to
give an informed consent. Lysick v. Walcom, supra; In
Re Boivin, 271 Or. 419, 533 P. (2d) 171 (1975). We hold
there was full disclosure sufficient to allow an informed
consent.
The Bruces fLrst argue the amount of the retainer fee
was not disclosed. We fail to see how the amount of fee
is material or relevant. Once the Leatherwood firm entered into the retainer relationship, they were obligated to
undertake the representation of Bankers Trust in the
areas covered by the agreement notwithstanding the
amount of the retainer fee. The amount would only be
relevant in determining future payments for actual work
performed as opposed to whether the retainer relationship existed. There is strong evidence [***19] in the
record to support the trial judge's finding [**531] that
the retainer agreement was disclosed to Tom Bruce.
Since the retainer was disclosed, the Leatherwood fLrm
was not required to disclose the amount thereof.
Even though all of the areas of representation covered by the retainer were not disclosed, a full disclosure
allowing Tom and Dan Bruce to make free and intelligent decisions regarding the subject matter of the representation was made. Lysick v. Walcom, supra. After
Wesley Walker's consultation with Bankers Trust officials (in which Bankers Trust consented to the Leatherwood fLrm representing the Bruces), Sanders informed
Tom Bruce there was no conflict. Implicit in this statement was the fact the retainer did not cover foreclosures.
Both Tom and Dan were explicitly told the retainer did
not cover litigation. This was a sufficiently full disclosure of all relevant and material facts to allow Tom
Bruce to give his informed consent regarding the mortgage foreclosure -- the subject matter of the representation. Any further disclosure of the retainer relationship
could have been in violation [***20] of DR4-101(B),
which imposes the duty to hold inviolate all confidential
communications. 3
3
See also DR4-10l(C)(4), "A lawyer may
reveal confidences and secrets necessary . . . to
defend himself .. . or associates against an accusation of wrongful conduct".

[*421] There is no doubt Tom and Dan Bruce and
Jones consented to Sanders' representing them after full
disclosure of the retainer relationship. The May 6 letter
is direct evidence of knowledge of the retainer and consent to Sanders' representation despite the retainer. Yet
Sanders did not at this time agree to undertake their representation. The matter was discussed with Bankers
Trust. Further meetings and conversations were held
with the Bruces and Jones. When Sanders told them
Bankers Trust had consented, there was no conflict, and
that he was willing and able to represent them, the three
again consented to accept his services. Any potential
conflict was thus waived by the full disclosure and the
three partners' informed consent. 4 Doe v. A Corporation,
709 F. (2d) 1043 (5th Cir. 1983); [***21] U.S. Fidelity
& Guaranty Corp. v. Bolding, 447 F. (2d) 462 (1Oth Cir.
1971 ); City of Cleveland v. Cleveland Electric Illuminating Co. , 440 F. Supp. 193 (N.D. Ohio 1977), affd 573
F. (2d) 1310 (6th Cir. 1977), cert. denied, 435 U.S. 996,
98 S. Ct. 1648, 56 LEd. (2d) 85 (1978).
4
Tom Bruce's argument that he would not
have accepted Sanders' services had he known of
the retainer carries little weight in light of the fact
that the law firm he hired to replace the Leatherwood fLrm is also under retainer to Bankers Trust.
In order to recover for an attorney's alleged conflict
of interest, the client bears the burden of proving the
alleged conflict affected the result of the prosecution of
defense of the action in question. Lysick v. Walcom,
supra; [***22] Woodruff v. Tomlin, 616 F. (2d) 924
(6th Cir. 1980); see also Shealy v. Walters, 273 S.C. 330,
256 S.E. (2d) 739 (1979) (elements necessary to prove
legal malpractice; plaintiff must prove injury). Under
Section 15-27-130, the Bruces must prove they were
surprised and had meritorious defenses to have the deficiency judgment vacated. As these two matters are related in this case, they will be discussed together.
The record shows Tom Bruce, Dan Bruce, and Jones
desired that only one tactic be used. It would have been
acceptable to all three if Bankers Trust would have
merely accepted the deed to the property in lieu of the
indebtedness. Bankers Trust refused this offer. Sanders was then directed to use a strategy the three partners
had successfully used before. Sanders was instructed
not to delay the foreclosure [*422] and judicial sale of
the property. This in and of itself precluded him from
raising any other defenses. The partners wanted the
property sold as quickly as possible so that any remaining deficiency would be subject to the statutory legal
interest [***23] rate of 6% rather than 11% under the
note and modification agreement. Thereafter, the three
Page 6
283 S.C. 408, *; 323 S.E.2d 523, **;
1984 S.C. App. LEXIS 606, ***
partners hoped to use the appraisal process, Section
29-3-680 et [**532] seq., to reduce the amount of the
deficiency to a much lower sum or zero if possible.
Through no fault of Sanders, the strategy failed. s
Whether or not Sanders agreed with this tactic, he was
obligated to follow the specific instructions of his clients.
McCoy v. Hydrick, 143 S.C. 135, 141 S.E. 174 (1928).
Since Sanders was specifically instructed to pursue one
particular defense strategy, Tom Bruce is now estopped
from claiming Sanders failed to raise other defenses.
That Sanders vigorously pursued this matter

is well shown by the fact that he succeeded in
getting the entry of the deficiency judgment delayed thirty days. This delay allowed Tom
Bruce to sell other property free of the lien which
would have resulted from the judgment. Also,
he prepared the basis of the appeal which succeeded in getting the appraisers disqualified.
The new appraisal by the new appraisers did reduce the previous deficiency somewhat.
[***24] The elements of an equitable estoppel
are: (1) lack of knowledge and of the means of knowledge of the truth as to the facts in question; (2) reliance
upon the conduct of the party estopped; and (3) the action based thereon was of such a character as to change
prejudicially the position of the party claiming the estoppel. Murphy v. Hagan, 275 S.C. 334, 271 S.E. (2d)
311 (1980); S.C. State Hwy. Dept. v. Metts, 270 S.C. 73,
240 S.E. (2d) 816 (1978).
Here, Sanders had no knowledge or means of knowledge that Tom Bruce would later claim Sanders failed to
raise other defenses Bruce did not want raised. Sanders
relied upon the three partners' instructions to use the appraisal statutes as a sole defense. Finally, Sanders and
the Leatherwood firm would certainly be prejudiced if
Bruce is allowed to claim Sanders was negligent in failing to raise those other defenses. Thus, the Bruces are
estopped to claim the existence of meritorious defenses
under Section 15-27-130.
Bruce claims that, even if he was informed of the
retainer agreement, his [***25] wife, who signed the
note and [*423] was a defendant in the foreclosure
proceeding, was never given full disclosure and never
consented to Sanders' representation. The trial judge
found that Bruce was acting as an agent for his wife.
We agree.
The relationship of agency between a husband and
wife is governed by the same rules which apply to other
agencies. Milhollin v. Milhollin, 71 Ind. App. 477, 125
N.E. 217 (1919). However, no presumption arises from
the mere fact of the marital relationship that the husband
is acting as agent for the wife. Norburn v. Mackie, 262

N.C. 16, 136 S.E. (2d) 279 (1964).
The relationship of agency need not depend upon
express appointment and acceptance thereof. Crystal
Ice Co. v. First Colonial, 273 S.C. 306, 257 S.E. (2d) 496
(1979). Generally, agency may be, and frequently is,
implied or inferred from the words and conduct of the
parties and the circumstances of the particular case.
City of Greenville v. Washington American League
Baseball Club, 205 S.C. 495, 32 S.E. (2d) 777 (1945);
[***26] Fernander v. Thigpen, 278 S.C. 140, 293 S.E.
(2d) 424 (1982). It is well established that a principal is
affected with constructive knowledge of all material facts
of which his agent receives notice while acting within the
scope of his authority. Crystal Ice v. First Colonial,
supra.
It is undisputed Sanders never had any contact or
communication with Mrs. Bruce. However, Mrs. Bruce
co-signed the note, even though she wasn't a party to the
modification agreement. The complaint named her as a
defendant. The answer was filed on behalf of both Tom
and Mary Bruce. Wesley Walker stated in his deposition his firm was representing Mrs. Bruce and Mrs. Jones
as well as the three partners. Yet, in his May 6 letter to
Sanders, Bruce requests "on behalf of myself, Jimmy
Jones, and Dan" that Sanders represent them. Under
these circumstances, it was reasonable for Sanders to
assume that Bruce was acting on behalf of his wife in
regard to this lawsuit. It was entirely proper for him to
represent Bruce based on that assumption. Fernander v.
Thigpen, supra. [***27] Thus, the knowledge of Bruce
was [**533] the knowledge of his wife. Crystal Ice
Co. v. First Colonial, supra.
Because Bruce was fully informed as to the existence of the retainer agreement between Bankers Trust
and the Leatherwood firm and because he consented to
Sanders' [*424] representation after being so informed, the Bruces cannot claim they were surprised by
the retainer relationship. As they are estopped to assert
that they have any meritorious defenses, Section
15-27-130 is not available to them to vacate or reopen
the deficiency judgment.
Finally, the Bruces complain the trial judge erred in
allowing into evidence documents not listed in the respondents' answers to interrogatories in violation of Circuit Court Rule 90(e)(2). We have examined these
documents. They include the following: letters written
by Tom Bruce; letters written to Dan Bruce and to their
partnership; the mortgage note itself; the declaration of
trust; the partnership's balance sheet and tax returns; financial statements of Tom and Dan Bruce; court records
concerning Tom Bruce, Tom and Dan Bruce, and their
partnership; [***28] and letters written to Bankers
Page 7
283 S.C. 408, *; 323 S.E.2d 523, **;
1984 S.C. App. LEXIS 606, ***
Trust by the senior members of the firm that replaced the
Leatherwood firm in representing the Bruces.
Many of these documents were not in the possession
of the respondents as is required under the Rule. Others
were equally, if not more, accessible to the Bruces. The
Bruces should certainly be more aware of their own financial records and letters than anyone else. In light of
this prior knowledge of these records, exclusion of these

documents would not be justified even if a violation of
Circuit Court Rule 90 had been found . Kirkland v.
Peoples Gas Co. , 269 S.C. 431, 237 S.E. (2d) 772
(1977); Martin v. Dunlap, 266 S.C. 230, 222 S.E. (2d) 8
(1976).
Affirmed.
Page 1
LexisNexis
LEXSEE 216 IND. 449
DODD ET AL. v. REESE ET AL.
No. 27,354.
Supreme Court of Indiana
216 Ind. 449; 24 N.E.2d 995; 1940 Ind. LEXIS 254; 128 A.L.R. 574
February 5, 1940, Filed

PRIOR HISTORY:
[*** 1] From Delaware Circuit Court; Leonidas A. Guthrie, Judge.
on the 3rd day of July, 1935. Mrs. Postel died [***2]

on August 3, 1935.
Action by Robert A. Reese, and others, against Ardra Wise Postel to set aside a decree and order of adoption, wherein John J. Dodd and John J. Dodd as attorney,
filed a petition to intervene. From a judgment denying
petition, petitioner appealed.
On the 3rd day of March, 1937, the appellees Reese,

nephews of Mrs. Postel, filed a complaint seeking to set
aside the adoption proceedings, upon the ground that
they were procured by fraud. It is alleged that Mrs.
Postel was for more than two years prior to June, 1935,
and until her death, "a very sick woman," and of unsound
mind, and without rational moments; that Dodd was her
attorney; that he entered into a conspiracy with Anna and
William Cope to defraud the plaintiffs Reese; that, conspiring with the Copes, Dodd determined that it was necessary for Mrs. Postel to adopt Ardra Wise as her heir at
law so as to leave no incentive for her nephews and
nieces to contest a will which they intended to procure to
be executed; that Dodd prepared a petition for adoption,
in the presence of Anna Cope, while Mrs. Postel was in a
hospital in Chicago, and caused the signature of Mrs.
Postel to be signed to the petition without her knowledge
or any act of hers; that Wise was unwilling that the order
of adoption should be made because of knowledge that
Mrs. Postel was of unsound mind, and that he was
[*452] unwilling to proceed to a change in his name
without the consent [***3] of his father, but that Dodd
pressed and persuaded him to consent to the adoption;
that at the time the petition was presented "the court insisted that it had misgivings about her mind and would
rather have her present at the time of the adoption"; that,
notwithstanding these objections, Dodd "corruptly and
fraudulently," procured the order to be made; that,
[**996] as Dodd and Wise left the court room, Dodd
winked at Wise and said: "Didn't I put it over on the
Court?" A multitude of facts are set out in great detail,
which, if true, establish that Dodd, representing himself
as the attorney for Mrs. Postel, but, in fact, wickedly,
corruptly, and fraudulently conspiring with others,
(Transferred from the Appellate Court under

4-215, Burns' 1933.)
DISPOSITION:
Reversed.
COUNSEL: George H. Koons, of Muncie; David A.

Myers, of Greensburg; and Richard L. Ewbank, of Indianapolis, for appellants.
Walter L. Ball, Oren M. Rarrick and Paul E. Leffler, all

of Muncie, for appellees.
JUDGES: FANSLER, J.
OPINION BY: FANSLER
OPINION
[*451]
[**995] FANSLER, J. The appellant
John J. Dodd is a member of the bar of this court. In
June, 1935, he fLied in the Delaware Superior Court a
petition by Emma L. Postel for the adoption of Ardra
Wise, an adult, and the consent of Wise to the adoption,
and procured an order of adoption and for the change of
Wise's name to Ardra Wise Postel to be entered by the
court. He prepared, and witnessed, and was named as
executor in, the will of Mrs. Postel, which was executed
Page 2
216 Ind. 449, *; 24 N.E.2d 995, **;
1940 Ind. LEXIS 254, ***; 128 A.L.R. 574
caused a petition for adoption. to be filed in her name,
without her knowledge or consent, and at a time when
she was dying, and without mental capacity sufficient to
have known or comprehended what was done; and that
he procured an order of adoption to be made, over the.
protests of Wise, who was present, and notwithstanding
the expressed scruples of the presiding judge.
Wise was made the sole defendant to this petition,
and a summons was issued, returnable on the 15th day of
March, 1937, and served [***4] upon Wise on March
3, 1937. On the 11th day of March, 1937, Wise filed a
verified answer: "That the averments set out in said petition of the plaintiffs are true and correct, as Defendant
verily believes. That he offers to the court no objection
to the granting of the prayer therein contained." On the
13th day of March, 1937, the appellant Dodd appeared
and filed a verified petition for authority to intervene as a
defendant. On the 2nd day of April, 1937, the petition
to intervene was amended. It is filed in the name of
John J. Dodd, and John J. Dodd, [*453] as an attorney
at law and officer of the court. It expressly denies in
detail all of the facts alleged in the complaint which seek
to establish fraud upon his part. It asserts that at the
time the petition for adoption was filed Mrs. Postel was
of perfectly sound mind; that the petition was prepared at
her direction and request, and was personally signed by
her, and that it was filed and the order of adoption procured at her request; that he was admitted to practice law
in 1925, and that he had practiced continuously until the
present time, and that he is of good standing as a member
of the bar and as such an officer [***5] of the courts;
that, while he is not named as a defendant in the complaint, the cause of action is based upon a charge of fraud
upon his part; that it does not charge fraud upon the part
of Mrs. Postel or the defendant Ardra Wise Postel; that
the charges of fraud against him are false, and were
known to be false at the time they were made; that, by
his conduct as an attorney, he has built a reputation for
truthfulness, honesty, and fair dealing, and has built up a
large and lucrative and growing practice; that he has
gained the confidence of the judges of the courts in
which he practices; that his reputation and standing are
of great value to him and cannot be estimated in money

alone, but that their value to him is more than $50,000,
and more than all of the estate left by Mrs. Postel; that if
the plaintiffs procure judgment it will be an adjudication
that he, and not Mrs. Postel, was guilty of wicked, corrupt, and fraudulent conduct, and of a fraud upon the
court; that he has an interest in the proceeding, and
should in justice and equity be permitted to intervene and
file pleadings and answers and present his defense. He
sets out in his petition the will of Mrs. Postel, containing
[***6] eighteen items and disposing of various items of
property to a (*454] sister and various nephews and
nieces, and others, including Ardra Wise Postel.
On the 5th day of April, 1937, the plaintiffs filed a

motion to strike out and reject the appellant's amended
petition to intervene, and on the same date the defendant,
Ardra Wise Postel, filed a motion to strike out and reject
the petition to intervene. On the 20th day of May, 1937,
Ardra Wise Postel filed a petition for leave of court to
withdraw his answer and file an answer in general denial.
In this petition he says that the verified answer, in which
he says that the averments of the complaint are true and
he offers no objection to the granting of the prayer thereof, was signed while he was at work, and that he did
not read it, and did not know that he was making a sworn
statement; that, as a matter of fact, he did not want to
state, and does not now want to state, that the averments
of the petition are true and correct; "that as a matter of
fact a portion of said averments in said petition, in the
judgment of the defendant are not true and correct"; that
he does not believe Mrs. Postel was for more than two
years incapable [***7] of understanding and comprehending the nature and consequences of her acts, and that
he does not believe she was of unsound mind for six
months before her death, or at any time when he saw her;
that, as to the allegations concerning the manner in
which the petition for adoption was filed, he knows
nothing; that he knows nothing of a conspiracy between
Dodd and any other person to defraud the plaintiffs, "and
does not believe that any such conspiracy was ever entered into or existed"; that the statement in [**997] the
petition that, after they left the court room, Dodd winked
his eye and said to Wise: "Didn't I put it over on the
court?" is not true; "that any and all parts of said petition
which avers, or tends [*455] to aver, that any deception or fraud was practiced or undertaken on the court, is
not true, and that this defendant does not believe that said
John J. Dodd either undertook or intended to undertake
to in any way deceive or defraud the court"; that there are
other parts of the petition, the truth of which he does not
desire to admit; "and this defendant does not desire to
state in his said answer heretofore filed, that he offers to
the court no objection to the [***8] granting of the
prayer contained in said petition." He asked for leave to
withdraw his answer and to file an answer in general
denial.
On the 25th day of May, 1937, the Hon. Claude C.
Ball, Judge of the Delaware Superior Court, declined
further jurisdiction because he was a material witness,
and, by agreement of the parties, the cause was transferred to the Delaware Circuit Court. On the same date
the Delaware Circuit Court made an order impounding
all the papers and pleadings in the case, and on the 7th
day of June, 1937, the court sustained the plaintiffs' motion to strike out the appellant's petition to intervene as
an individual and as an attorney at Jaw. The court made
an order inviting the appellant to appear and act as ami-
Page 3
216 Ind. 449, *; 24 N.E.2d 995, **;
1940 Ind. LEXIS 254, ***; 128 A.L.R. 574
cus curiae in the cause. The motion of Area Wise Postel to withdraw his verified answer was overruled.
Error is assigned upon the sustaining of the appellees' motion to strike out the petition of the appellant to
intervene.
Section 2-222, Burns' 1933, 38, Baldwin's 1934,
provides: "The court may determine any controv~rsy
between the parties before it, when it can be do_ne wtt~
out prejudice to the rights of others or by savmg theu
rights; but (***9] when a complete dete:rnination of the
controversy can not be [*456] had wtthout the presence of other parties, the court must cause them to be
joined as proper parties. And when, in an action for the
recovery of real or personal property, a person n~t a party to the action, but having an interest in the subJect th~
reof, makes application to the court to be made a party, tt
may order him to be made a party by the proper ame~d
ment." This section has been held to vest the court w1th
broad discretion in the admission of parties, and it has
been generally said that a party should only be brought in
or permitted to intervene when he is interested in the
subject-matter of the action or a necessary party to the
settlement of the controversy. It has been repeatedly
held that the right to intervene is not limited to actions
for the recovery of real or personal property. But the
word "interest" seems generally to have been considered
as referring to some property interest; perhaps beca~se
the cases in which the intervention has been sought Involve property rights.
The action here is to set aside a judgment, and, if the
plaintiffs are successful, the result will be to vacate the
judgment (*** 10] of adoption. But the_ issue raised by
the complaint is one of fact. The questiOn to be determined is whether the allegation that John J. Dodd was
guilty of fraud in procuring the judgment to be entered is
true. The parties to the original judgment were Mrs.
Postel and Ardra Wise. Neither of them is charged with
fraud . It is clear, as the appellant asserts, that he is more
highly interested in the result of this action than any one
else. Mrs. Postel is dead. The interest of Wise involves but a comparatively small amount of property in
any event, but the appellant alleges that for a number of
years he has practiced Jaw; that he is in good reputation
as a lawyer, and that he has a valuable and growing
(*457] practice, the money value of which he is unable
to appraise, but he asserts that it is worth more th_an
$50,000 to him, and that it is worth more than the entire
estate of Mrs. Postel. This is not an unreasonable assertion. That a good reputation for honesty, and uprightness, and fair dealing, is a valuable thing has never been
doubted, and actions may be maintained for injury to
good reputation, and recovery may be had independent
of any proof of financial loss by reason [***11] of the
injury, but to destroy the reputation of a practicing law-
yer is undoubtedly to injure him ~nancia~ly,_ if ~ot to

destroy entirely the possibility of h1s contmumg m the
practice of his profession. To say th~n that the appe~Jant
will not be injured, or even that he wtll not be financially
injured, by ajudgment based upon a solemn determination by the court that he is guilty of a gross and unconscionable fraud, is absurd.
[**998] In divorce cases, in the absence of a statute permitting it, persons who are charged_with b~ing
guilty of adultery with the defendant are demed the nght
to intervene and defend against the charge. In Clay v.
Clay (1880), 28 N.Y. (21 Hun.) 609, 610, in denying the
petition of a woman to intervene in a divorce case wh~re
she was charged with having committed adultery With
the defendant husband, who had been defaulted, the
court said: "The court will, however, look to it that the
testimony is clear and convincing before granting the
plaintiff relief which must necessarily reflect upon, and,
pro tanto, convict the petitioner." It cannot be doubted
that a feeling that justice requires that the person charged
with wrongdoing should [***12] have an opportunity to
be heard in such cases prompted the enactment of the
statutes now found in many states permitting intervention. There are cases which hold that, in an action to set
aside a judgment alleged to [*458] have been obtained
through fraud, strangers to the judgment who are charged
with being parties to the fraud may properly be made
parties defendant by the plaintiff. Daniell's Ch. Pleading & Practice (Perkins' Ed.) p. 354; Huggins v. King et
al. (1848), 3 Barb. 616; Hill v. Reifsnider ( 1874), 39 Md.
429. The rule is generally justified upon the ground that,
if the allegations are true, and they are guilty of fraud,
they should at least be chargeable with the costs.
It seems that in England, equity permitted the intervention of a stranger where the pleadings contained
scandal against him. But the word "scandal" was used
in a limited sense, meaning only impertinent or immaterial matter in the pleading. If the allegations were
pertinent and material to the issue, the stranger was not
permitted to intervene. We have been unable to discover
whether in these cases the right to intervene was asserted
upon the theory that the petitioner had a [***13] substantial and material interest in sustaining his good reputation, and we find no civil action in which it appears
that such a contention was pressed upon the court except,
the divorce cases where the petition was denied upon the
ground that the action was purely statutory, and that the
statute controlled the admission of parties. Appellees'
contention, that intervention will not be permitted except
upon a showing of some property interest that will be
affected, finds strong support in the authorities.
But the Constitution of Indiana recognizes that rep-
utation a valuable thing, and that one who bears a good

reputation has an interest in protecting it. Section 12 of
Page 4
216 Ind. 449, *; 24 N.E.2d 995, **;
1940 Ind. LEXIS 254, ***; 128 A.L.R. 574
Article 1 provides: "All courts shall be open; and every
man, for injury done to him in his person, property, or
reputation, shall have remedy by due course of law."
Here reputation is put upon an [*459] equality with
property, and a remedy is contemplated for injury to reputation the same as injury to property. If an injury is
done one's property, he may recover for it, and, in many
cases, if it is anticipated, a court of equity will enjoin the
injury. If the result of an action between others may
effect or [*** 14] work an injury to property, the right to
intervene is not questioned; and if there is any good reason why a court of equity and conscience should permit
intervention to protect property against injury that does
not apply with at least equal weight and force to reputation, we have been unable to discover it. It is true that,
while courts of equity will some times intervene by injunction to prevent injury to property, they decline to
intervene by injunction to protect reputation against libels and slanders. The reason given is that there is an
adequate remedy at law for damages for such injuries to
reputation. But that is not always true. Statements
which would otherwise be actionable are privileged
when they are made in a pleading filed in a judicial proceeding, and it is clear that, though this privilege strikes
down the remedy at law for damages, a court of equity
will not entertain a suit to enjoin the assertion or perpetuation of the injurious matter, since that would involve a
trial of the issue presented in the original case. The appellant then has no remedy by due course of law for the
injury to his reputation, and the resultant damage to him,
which he asserts, unless the [*** 15] court in which the
action is pending shall be open to him, and unless he
shall be permitted to there deny and defend against the
charges. It is true that the trial court invited John J.
Dodd to appear amicus curiae, but this is by favor, and
not as of right, and it does not carry with it the right to
exceptions and appeal from adverse rulings. If the action [*460] in which he sought to intervene involved a
small bit of land, of little value, or a horse, or a cow, or a
few dollars, he would be held to have an interest in the
result since, it might strike down and injure a property
right. It seems inconceivable that a court [**999] of
conscience can say that in this action, the result of which
may brand him as guilty of the most despicable conduct,
which may destroy his opportunity to earn a comfortable
living at his chosen profession, and which may diminish
the esteem in which he is held by his friends and neighbors, and cause his family to hold a less respected place
in the community, he has no interest, and that he cannot
be injured in his substantial rights by the judgment.
In State ex rel. Lopez v. Killigrew et al. (1931 ), 202
Ind. 397, 401, 402, 174 N.E. [*** 16] 808, 810, which
involved a petition for a new trial in a criminal action
find and costs imposed upon him by the judgment, and,

since there was no way in which he could recover the
fine and costs, a new trial would present a moot question.
The court said: "Granting that he cannot recover the
amount of the fine and costs imposed upon conviction in
the first trial, it does not follow that relator's effort to
clear his reputation presents a moot question. There are
cases holding that an appeal in a criminal case will be
dismissed as moot upon a showing that the appellant has
satisfied the judgment; but the better reasoning is with
the cases to the contrary, and the theory and result of the
latter cases are more consonant with justice. The right
of reputation was early recognized in Anglo-American
law and the machinery of legal redress is at the disposal
of any person to vindicate his good name. Many utterances of a [*461] defamatory nature are actionable per
se and, in the very beginning of the law of defamation,
the rule was established that language which [***17]
imputed a species of misconduct to which the law attached a criminal punishment was actionable per se,
without any allegations or proof of actual pecuniary injury. Thus it is clear that the law recognizes and protects the individual's interest in his reputation from defamation that imputes criminal misconduct, regardless of
pecuniary damage; and it would seem absurdly inconsistent to dismiss as moot a proceeding initiated to clear
one's reputation of the infamy and stigma resulting from
an allegedly erroneous conviction on a criminal charge,
even though the one seeking vindication cannot, for reasons of public policy, recover the amount of his fine and
costs, nor compel the state to pay damages for his unjust
imprisonment." It is then pointed out that the United
States government was about to deport the defendant
because of his conviction, and that if he were granted the
new trial sought, and were acquitted upon the trial, the
penalty of deportation would be avoided. It is clear that
in that case the court recognized that the defendant's interest in clearing himself of the stigma of guilt involved
considerations more material and substantial than the
property loss involved in [***18] the payment of the
fine and costs and the loss of liberty involved in his imprisonment.
The case last referred to supports the appellant's
contention that he has a substantial and material interest
in sustaining and protecting his good reputation from
blemish. If a judgment should be entered for appellees
it will, in the language of the New York court, "necessarily reflect upon, and, pro tanto, convict" him, and it will
stand forever, and he will be powerless to attack or expunge it. In all [*462] fairness then he should not be
required to entrust the defense of a thing that is so important to him to the defendant, who has no interest, nor
should he be limited to appearing by grace as amicus
through coram nobis, it was contended by the state that,
curiae. It is not for the guidance of the court that he
since the defendant had served the sentence and paid the
seeks to intervene, but to protect a cherished and valua-
Page 5
216 Ind. 449, *; 24 N.E.2d 995, **;
1940 Ind. LEXIS 254, ***; 128 A.L.R. 574
ble right, and to prevent a great injury and wrong to him.
There is a maxim that: "Equity will not suffer a wrong to
be without a remedy," and it has been said that the jurisdiction of a court of equity does not depend upon the
mere accident of the court having in some previous case,
at some distant time, granted relief under similar circumstances. If it were so, equity [***19] would not
have grown and developed. If this case is permitted to
go to judgment which will injure the reputation of the
appellant, when he might have successfully defended
against the charges, if permitted, it will be even more
difficult to find a remedy for the wrong. The only thing
that seems to stand in the way of permitting the appellant
to intervene now is that it never has been done. But the
principle that a stranger may intervene where he has a
present substantial and material interest in the result has

long been established, and we cannot but conclude that
the appellant has such an interest here, and that he must
be permitted to intervene.
The learned judges of the trial court and the Appellate Court no doubt felt constrained [**1000] to follow what seemed the dictates of precedent, but we feel
justified in applying a recognized principle under circumstances where it seems never to have been applied
before.
Judgment reversed, with instructions to sustain the
appellant's petition to intervene, and for further proceedings.

PLAINTIFF
JAMES WAYMONHAHN
vs.
CAUSE NO.: Ll0-441

DEFENDANT
PROTECTIVE ORDER
Before the court is the Motion of Dr. Karen Fox, Intervenor, for protective order. The court
has considered the motion, the response of the parties and finds that the captioned case involves
allegations of wrongful termination by the Plaintiff, James Hahn, against Delta Health Alliance
("DHA''). However, the focus of the case is on Hahn's claim that he was wrongfully terminated for
reporting alleged criminal misuse of funds by Dr. Fox, the President and CEO of DHA. According
to the complaint, those reports were investigated by DHA and found to be meritless.
The court further finds that, when deposed in this case, Hahn has made defamatory
accusations of immoral conduct by Dr. Fox in her private life. Those accusations are not relevant
to Hahn's allegations.
Irrelevant defamatory statements are actionable. However, Hahn's defamatory statements
protective order by this court can protect Dr. Fox from injury by publication of Hahn's defamatory
statements in the course of this litigation which are relevant.
The court finds that Dr. Fox is an accomplished healthcare executive. She holds a Ph.D. in
health science administration; an MBA; and a BS in engineering. She has published eleven papers.
She is a frequent presenter at academic, government and civic conferences. She is an experienced
EXHIBIT
"C"
executive and a successful applicant for substantial grants.
It is obvious to the court, and not subject to genuine dispute, that Dr. Fox's hard-earned
reputation is essential to her ability to recruit, retain, and effectively manage subordinates; maintain
the trust and confidence of her board of directors at DHA; apply for and secure grants for DHA; and
maintain her value in the market for healthcare executives.
The court finds that the publication of Hahn's defamatory allegations against Dr. Fox could
not only impair her ability to do her job, but could also pose the risk of irreparable harm to her
reputation and profound embarrassment to her. Dr. Fox is justifiably concerned that she will be
irreparably stigmatized in the minds of those who hear the accusations by Hahn against her, even if
they doubt the truth of Hahn's accusations.
WHEREFORE, PREMISES CONSIDERED, it is
1.
ORDERED, ADJUDGED and DECREED that all pleadings, responses to discovery,

deposition transcripts, motions, memoranda, and any other documents filed with the
clerk of the court, which contain or refer to statements by Plaintiff about Dr. Karen
Fox, shall be enclosed in sealed envelopes to be opened only as directed by the
court; the clerk of the court shall promptly seal the original complaint;
2.
That the attorney who notices any deposition for this case, heretofore or hereafter,
shall instruct the court reporter for that deposition that this court has hereby ordered
the court reporter to deliver the original deposition transcript to the attorney who
noticed the deposition, after opportunity for the witness to make changes and sign
pursuant to M.R.C.P. 30(e), and to deliver copies of the transcript only to counsel of
record in this case;
3.
Counsel for the parties, and the parties, in this case shall not make public any
responses to discovery or any testimony by any witness, motions, memoranda or any
other matter in this case concerning any statement by Plaintiff about Dr. Karen Fox,
until further order of this court, provided, however, that counsel of record may
communicate Hahn's accusations relevant to his allegations of misuse of funds to
witnesses and deponents to elicit their testimony or to prepare them to testify;
4.
Depositions in this case hereafter shall be conducted with no one present except
counsel for the parties, the court reporter, the witness and the parties;
5.
Dr. Fox shall not be subjected to any discovery in this case about any aspect of her
private affairs, personal life and/or her relationships not relevant to the reports by
Plaintiff to DHA of alleged misuse of funds; and
6.
The parties shall reschedule the deposition of Dr. Fox noticed for December 8, 2010
and any other deposition noticed for that date, if necessary to implement this order
and for counsel for Dr. Fox to appear on her behalf.
So ORDERED, ADJUDGED and DECREED the __ day of _ _ _ _ _ _ , 2010.
CIRCUIT COURT JUDGE

lAFAYETTE COUNTY
JAMESWAYMONHAHN
PLAINTIFF
FILED
DEC 0 1 2010
vs.
BY
AIMi Busby
CIA U'::f~ERK
- ----:.-..o.c.
CAUSE NO.: Ll0-441

DEFENDANT
MOTION BY DR. KAREN FOX, Ph.D. FOR PROTECTIVE ORDER

INTRODUCTION
Dr. Karen Fox respectfully moves the court for a protective order in the captioned civil
action.
The captioned case involves allegations of wrongful termination by the Plaintiff, James Hahn,
against Delta Health Alliance ("DHA"). However, the focus of the case is on Hahn's claim that he
was wrongfully terminated for reporting alleged criminal misuse of funds by Dr. Fox, the President
and CEO of DHA. Those reports were investigated by DHA and found to be meritless.
Furthermore, when deposed in this case, Hahn has made false and defamatory accusations
of immoral conduct by Dr. Fox in her private life, which will be shown to the court at the hearing.
Those accusations are not even relevant to Hahn's allegations. They manifest his malice and ill-will
toward Dr. Fox.
Those defamatory statements are actionable. However, Hahn's defamatory statements
protective order by this court can protect Dr. Fox from injury by publication of Hahn's false and
defamatory statements in the course of this litigation which are relevant.
Dr. Fox is an accomplished healthcare executive. She holds a Ph.D. in health science
administration; an MBA; and a BS in engineering. She has published eleven papers. She is a
frequent presenter at academic, government and civic conferences. She is an experienced executive
and a successful applicant for substantial grants.
Her hard-earned reputation is essential to her ability to recruit, retain, and effectively manage
subordinates; maintain the trust and confidence of her board of directors at DHA; apply for and
secure grants for DHA; and maintain her value in the market for healthcare executives.
The publication of Hahn's false and defamatory allegations against Dr. Fox not only impairs
her ability to do her job, but also poses the risk of irreparable harm to her reputation and profound
embarrassment to her. Dr. Fox is justifiably concerned that she will be irreparably stigmatized in
the minds of those who hear the accusations by Hahn against her, even if they doubt the truth of
Hahn's accusations.
STANDARDS FOR DECISION
M.R.C.P. 26(d) provides, in pertinent part:
... (d) Protective orders. Upon motion by a party or by the person from whom
discovery is sought, and for good cause shown, the court in which the action
is pending .. . may make any order which justice requires to protect a party or
person from annoyance, embarrassment, oppression, or undue burden or
expense, including one or more of the following:
1.
that the discovery not be had;
2.
that the discovery may be had only on specified terms and conditions,
including a designation of the time or place;
3.
that the discovery may be had only by a method of discovery other
than that selected by the party seeking discovery;
4.
that certain matters not be inquired into, or that the scope of the
discovery be limited to certain matters;
5.
that discovery be conducted with no one present except persons
designated by the court;
6.
that a deposition after being sealed to be opened only by order of the
court; ...
8.
9.
that at the parties simultaneously file specified documents or

information enclosed in sealed envelopes to be opened as directed by
the court;
the court may make any other order which justice requires to protect
the party or witness from annoyance, embarrassment, oppression or
undue burden or expense, ...
This court has discretion under M.R.C.P 26(d) to enter a broad protective order as
necessary to protect Dr. Fox's reputation and privacy and to protect her from embarrassment.
See, e.g., Barnes v. A Confidential Party, 628 So. 2d 583 (Miss. 1993) [protective order
providing "all such discovery regarding defendant's alleged ... relationship with C.C ... shall
be ordered sealed by this Court and counsel for the parties shall not make public said
responses in regard to these areas at this time."]
WHEREFORE, PREMISES CONSIDERED, Dr. Fox respectfully moves the court
to render and enter its order in the form attached hereto as Exhibit "C" to Dr. Fox's Motion
to Intervene.
Respectfully submitted, this the P1 day of December, 2010.
UNBAR, MSB #6229

Of Counsel:
Dunbar Davis, PLLC
Attorneys at Law
Oxford, MS 38655
(662) 281-0001
I, John H. Dunbar, do hereby certify that I have this day mailed a true and correct
copy of the above and foregoing document by E-mail, to:
Jim Waide, Esq.
WAIDE & ASSOCIATES, PA
Gary Friedman, Esq.
PHELPS DUNBAR
This, the P 1 day of December, 2010

PLAINTJFF
JAMES WAYMONHAHN
LAFAYETTE COUNTY
vs.
FILED
CAUSE NO.: L10-441
DEFENDANT
Dr. Karen Fox respectfully moves the court for an expedited hearing of her Motion to
Intervene and her Motion for Protective Order in the captioned civil action. Dr. Fox also
respectfully moves the court to shorten the response time for answering motions.
Dr. Fox ' s Motion to Intervene and her Motion for Protective Order have been filed
separately and all allegations are hereby incorporated by reference.
Dr. Fox is seeking limited intervention in order to protect her reputation. Depositions of
various witnesses have been noticed for December 8, 2010, including Dr. Fox's deposition.
Dr. Fox respectfully asks the Court to hear her motions on December 2nd or 3rd, 2010.
Respectfully submitted, this the pt day of December, 2010.
DR. KAREN FOX
DUNBAR, MSB #6229

Of Counsel:
Dunbar Davis, PLLC
Attorneys at Law
Oxford, MS 38655
(662) 281-0001
~-
I, John H. Dunbar, do hereby certify that I have this day E-mailed a true and correct copy
of the above and foregoing document, to:
Jim Waide, Esq.
WAIDE & ASSOCIATES, PA
Gary Friedman, Esq.
PHELPS DUNBAR
This, the P 1 day of December, 2010.
t.
::
'
.,
IN THE CIRCUIT COURT OF LAFAYETTE".C OUN Y, MISSISSIPPI

l ~i e..1- a..,
" iJ
JAMES WA YMON HAHN
vs
PLAINTIFF
DEC 08 2010
V~' .
CAUSE NO.: Ll0-441

DEFENDANT
AMENDED NOTICE TO TAKE DEPOSITION OF INDIVIDUALS

TO:

Phelps Dunbar LLP
NOTICE is hereby given that pursuant to the Federal Rules of Civil Procedure, at the time
and place set forth herein, the undersigned, attorney of record for the Plaintiff, will take the
deposition upon oral examination of the following Individuals, on December 8, 2010, before a
court reporter, or some other official duty authorized to administer oath, in the law offices of
Campbell Delong, LLP, 923 Washington Avenue, Greenville, Mississippi.
TIME
8:30a.m.
9:30a.m.
10:00 a.m.
10:30 a.m.
11:00 p.m.
11:30 p.m.
1:00 p.m.
NAME
Dr. James Keeton
Chip Morgan
Cindy Boykin
Jane Calhoun
Steve Osso
Howard Davis
Patrick Owens
The oral examination shall continue from day to day until completed. You are notified to
appear and take such part in the examination as you deem proper.
WAIDE & ASSOCIATES, P.A. .
BY:
J
WAIDE
MS BAR NO. 6857

ATTORNEYS AT LAW
662-842-7324 (telephone)
662-842-8056 (facsimile)
EMAIL: W AIDE@WAIDELA W.COM
I, Jim Waide, attorney for the Plaintiffs, do hereby certify that I have this date served, via
First Class United States mail, postage prepaid, a true and correct copy of the above and
foregoing to the following :
Gregory T. Butler, Esquire
Phelps Dunbar LLP
THIS the-+-- day of December, 2010.
JIM
AIDE
JAMES WAYMON HAHN
PLAINTIFF
DEC 0 8 2010 .
vs
't:Tirt~W CAUSE NO.: LI0-441
BY_
~ ,p ,C.
DEFENDANT
NOTICE TO TAKE DEPOSITION OF INDIVIDUALS

TO:

Phelps Dunbar LLP
NOTICE is hereby given that pursuant to the Federal Rules of Civil Procedure, at the time
and place set forth herein, the undersigned, attorney of record for the Plaintiff, will take the
deposition upon oral examination of the following Individuals, on December 14, 2010, before a
court reporter, or some other official duty authorized to administer oath, in the law offices of
Phelps Dunbar, LLP, 4270 55 North, Jackson, Mississippi .
NAME
Roy Campbell
Will Manuel
liM E
10:30 a.m .
11 :00 a.m.
The oral examination shall continue from day to day until completed. You arc notified to
appear and take such part in the examination as you deem proper.
BY:

ATTORNEYS AT LAW
662-842-7324 (telephone)
662-842-8056 (facsimile)
EMAIL: WAIDE@WAID ELA W.COM
I, Jim Waide, attorney for the Plaintiffs, do hereby certify that I have this date served, via
First Class United States mail, postage prepaid, a true and correct copy of the above and
Phelps Dunbar LLP
Post Office Box 161 14
THIS the
_j_ day of December, 2010.
E'ftE cou~\'f
v.fP.f\\._E.O
\)tC. \ t\ 'Z.~~!'l
~\C
JAMES WAYMON HAHN

VS.
~~~c \\
PLAINTIFF
'SUp.\(
DEFENDANT
e'l
NOTICE OF SERVICE
To:

NOTICE IS HEREBY GIVEN that Plaintiff James Waymon Hahn, by and through counsel,
has this day served Defendant with a true and correct copy ofPlaintiff's Responses to Defendant's
Second Set of Requests for Production of Documents.
SO NOTICED on this the 13th day of December, 2010.
JAMES WAYMON HAHN, Plaintiff
By
Ji~S~~~
Rachel M. Pierce, MS Bar No. 100420
Tupelo, MS 38804-3955
Tupelo, MS 38802-1357
Telephone: (662) 842-7324
Telecopier: (662) 842-8056
Email: waide@waidelaw.com
rpierce@wal.delaw.com
00216692 .WPD
copy of the above and foregoing Notice of Service upon all counsel of record via electronic mail,
addressed as follows:

Phelps Dunbar LLP
Jackson, MS 3~236-6114
friedmag@phelps.com
butlert@phelps.com
THIS, the 13th day of December, 2010.
002 16692.WPD
-2-
.--IN THE CIRCUIT COURT OF LAFAYETTE COUNTY, MISSISSIPPI
JAMES WA YMON HAHN
PLAINTIFF
E\fE couNT"
LAfAF\LE.O
vs
ut.~
2 .0\0
us'oY
:r f\K 0 C
a'f~ ..
tJta
DELTAHEALTHALLIANCE, INC.
\i
CAUSE NO. : L10-441
DEFENDANT
NOTICE OF SERVICE
To:
Mary Alice Busby, Clerk

1 Courthouse Square, Ste. 101
Oxford, MS 38655
NOTICE IS HEREBY GIVEN that Plaintiff has this day served Defendant with the
following :
(1)
Plaintiffs Second Set of Interrogatories and Requests for Production of Documents.
SO NOTICED this the
fl_
day of December, 2010.

JI
MS AR NO.: 6857
RACHEL M. PIERCE
MS BAR NO. : 100420
002 16946.WPD

ATTORNEYS AT LAW
TELEPHONE: 662/842-7324
FACSIMILE: 662/842-8056
EMAIL: WAIDE@W AIDELA W.COM
via first Class United States mail, postage prepaid, a true and correct copy of the above and
Phelps Dunbar, LLP
4270 I-55 North
THIS the __fJ_ day ofDecember, 2010.
00216946.WPD
-7-
IN THE CIRCUIT COURT LAFAYETTE COUNTY, :MISSISSIPPI

PLAINTIFF
JAMES WAYMONHAHN
vs.
CAUSE NO.: Ll0-441

DEFENDANT

PROTECTIVE ORDER
Before the court is the Motion of Dr. Karen Fox, Intervenor, for protective order. The court
has considered the motion, the argument of the parties and finds that the motion should be granted
in part and denied in part. It is
1.
ORDERED, ADJUDGED andDECRRED that the transcripts of all depositions taken

and to be taken in this case shall be delivered promptly to the Circuit Judge assigned
to the case, whereupon they will be sealed by the Circuit Judge until further order of
Circuit Judge Elect John Gregory concerning the use of the depositions in this case;
counsel for the parties may keep copies of the depositions for their use in further
proceedings; copies shall not be provided to anyone else until further order of the
court;
2.
Depositions in this case hereafter shall be conducted with no one present except
counsel for the parties, the court reporter, the witness, any counsel for the witness,
and the parties; provided, however, that copies of depositions taken in this case shall
not be provided to any counsel for any witness other than Dr. Fox's counsel, until
further order of this Court; and
3.
Otherwise, the Motion of Intervenor Dr. Karen ~r protective o der is denied.
So ORDERED, ADJUDGED and DECREED thea
AGREED AS TO FORM:
~ UJ~
Vay oJ
, 2010.
JAMES W A YMON HAHN
vs
PLAINTIFF
CAUSE NO.: L10-441
DEFENDANT
PLAINTIFF'S MOTION TO COMPEL DISCOVERY
Plaintiff moves the Court to compel the Defendant to participate in further discovery.
Plaintiff shows the Court the follo wing:
1.
Plaintiff filed this Complaint on July 22, 2010.
2.
Thereafter, November 2, 1020, Defendant deposed Plaintiff for approximately ten
hours. Much time at Hahn' s deposition was consumed by defense counsel asking Plaintiff what
Plaintiff knew about a sexual relationship between the executive director of Defendant and medical
director of Defendant.
3.
Defendant now claims that " [t]hese scurrilous allegations of sexual impropriety are
highly embarrassing" to the executive director, and has notified Plaintiffs counsel by letter of
December 28, 2010, attached hereto as Exhibit "A," that it will not participate in any further
depositions.
4.
Defendant's refusal to participate in depositions is baseless. Whether or not Plaintiff
can ask about sexual allegations shoul d not prohibit depositions in all other areas. In any event, this
inquiry is relevant to show a factu al basis for Plaintiffs allegations and to demonstrate a likely
improper purpose for Defendant' s lea e of an expensive condominium at taxpayers' expense.
00219317.WPD
5.
During a telephone conference on December 1, 2010, Circuit Court Judge Lackey
ruled that there could be full discovery, and the only limitation in discovery was that depositions
would be sealed and not made a pu blic part of the record until such time Circuit Court Judge
Gregory, ruled upon the issue of whether depositions could be made public.
6.
There is no reason to revisit Judge Lackey' s ruling that full discovery can occur.
There is no basis for a protective order in this case and no basis for Defendant to refuse further
discovery.
7.
Accordingly, Plaintiff requests the Court enter an order compelling Defendant to
participate in depositions and, furth r, compelling Defendant to answer questions concerning the
relationship between the medical director and the executive director. Further, attorneys ' fees and
expenses should be awarded pursuant to Miss. R. Civ. P. 37.
Therefore, Plaintiff prays that his Motion to Compel Discovery be granted in all respects.
n,
LJ~-~
BY :--;-.ff'~
....,._-~
-'-----
OJiM wAIDE
MS BAR NO. : 6857

RACHEL PIERCE
MS BAR NO.: 100420
002 l93J7.WPD
-2-

ATTORNEYS AT LAW
TELEPHONE: 662/842-7324
FACSIMILE: 662/842-8056
EMAIL: waide@waidelaw.com
Phelps Dunbar, LLP
4270 I-55 North
THIS the 18th day of January, 2011.
002 193 17.WPD
-3-

December 28,2010
Page 2
Sincerely yours,
PHELPS DUNBAR LLP
~~F~1~
GEF/klr
PD.459291 2.1
PI-IELPS DUNBAR
I.LP
G ARY E. FR IEDMAN
Partne r
R ~:si d c tH
l)irccr
December 28,2010
iu Missiui i'Pi
(~(J I)
JflU- 1>355
#21996-0097
friedm ag@phdps.com
VIA E-MAIL AND UNITED STATES MAIL

Re:
James Wayman. Hahn v. Delta Health Alliance, ln.c.

Lafayette County, Mississippi Circuit Court Cause No. 40-441
Dear Jim:
As I have expressed to you on several occasions recently, it is my opinion that you are
pursuing several lines of questioning during depositions that are irrelevant to any issue in Mr.
Halm's suit. Furthennore, it is my opinion that you have pursued allegations of sexual
improp1ieties by Dr. Fox even though you have admitted to me that Dr. Mansell told you that he
never did have sex with her. These scunilous allegations of sexual impropriety arc highly
embarrassing to Dr. Fox. However, it has become obvious that you intend to continue with these
lines of questioning. Consequently, I have decided to file an approptiate motion to address these
issues. As you know, we will not have a pem1anent judge for this case until after the first of the
year so I do not know how long it will take to have my motion beard after briefing is completed.
Therefore, I have decided not to ma an futther witnesses available for de ositions until my
.. motion is resolved by the Comt. This necessarily will inc u e Dr. Fox's deposition which
previously had been scheduled for February 15. As patt of my motion, I intend to ask the Cotnt
to limit both the number of depositions that can be taken and the time within which they can be
taken.
I continue to believe strongly that the allegations of sexual impropriety by Dr. Fox are
being pursued strictly for the purpose of harassment and to help force settlement of the case. As
stated above, this particularly is true given Dr. Mansell's statement to you that it never happened .
Therefore, regardless of the Comt's future ruling on my motion referenced above, I ask that you
stop pl].fsuing this line of questioning. If you do not do so, my client has instructed me to
consider pursuing appropriate sanctions at the t:ondusion of this case.
I assure you that I am not happy to have to write a letter like this, especially in light of
our long history in many suits. However, this suit seems to have become particularly adversa1ial.
Of course, I will be happy to try to resolve these issues with you at any time and would welcome
a call fi:om you to try to reach some resolution and get this case back on track.
-~-- _,._ - ....... l :uU'-I'. EU

4270 1- 55 North
]>0.4592912 .1
1 Ja~kson. Missi.sippi
>!{\
.\1 I .\\v ------------- ._ .. , .......... - ----~

- IIIIIII!!!!~~~~--
39211-6391 I l'ost Officr llox LI,J 14 I Ja~ bo n , Mtssts;ippi J9236-6 I 14

601 -352-230(1 I 601- 360-9777 Fax I phdpsdunbat.t;run
EXHIBIJ
1.}
1.
This Court has subject matter jurisdiction over this counterclaim pursuant to Miss. Code
Ann. 9-7-81.
2.
This Court is the proper venue for this counterclaim, pursuant to Miss. Code Ann. 11-
11-3.
3.
Beginning in or about March, 2010, Plaintiff made unfounded and defamatory claims
against DHA's CEO, Karen Fox. These claims were made to various members ofDHA's Board
of Directors.
4.
Plaintiff made these claims in an effort to have Karen Fox terminated so that he could
replace her as DHA's CEO.
5.
As a result of the unfounded and serious allegations against its CEO made by Plaintiff,
DHA hired an outside Certified Public Accountant, an outside consultant on organizational
development, and a law firm to conduct independent investigations to determine if the claims of
Plaintiff had any merit.
None of these outside consultants concluded that Plaintiffs claims
against the CEO had any merit.

6.
The outside consultants retained by DHA to investigate Plaintiffs unfounded allegations
against the CEO billed DHA in excess of $50,000.
PD.4183060.1

lAFAYETTE COUNTY
JAMESWAYMONHAHN
Flf . . ED
PLAINTIFF
vs.
JAN 2 7 2011
BY
DEFENDANT
-...__._~~:..__1
DEFENDANT'S MOTION TO FIL

COMES NOW, the Defendant, Delta Health Alliance, Inc. ' s ("DHA") by and through its
attorneys of record, and requests the permission of the Court to file its Brief in Support of its
Motion for Partial Summary Judgment and for Protective Order under seal. In support of its
motion, the Defendant will show as follows :
1.
On December 28, 2010, the Court issued a Protective Order requiring that all
depositions in this case be held under seal until such time as the Court ruled on the admissibility
of a certain area of inquiry.
2.
The Defendant has prepared and wishes to file a Motion and Brief in Support of
its Motion for Partial Summary Judgment and for a Protective Order. The Motion for Partial
Summary Judgment directly addresses the area of inquiry which is a subject of the Court' s prior
Protective Order. Furthermore, portions of depositions which are attached as exhibits to the
Motion also address the area of inquiry prohibited from disclosure by the Protective Order.
3.
Consequently, the Defendant respectfully requests an Order allowing it to file its
Motion and Brief in support of its Motion under seal.

4.
Defendant further requests that the Court require the Plaintiff to file its Response
and Brief in support of its Response under seal.

5.
Defendant further requests that the Court allow any rebuttal submitted by the
Defendant in support of its Motion to be filed under seal.
PD. 46843 10.1
WHEREFORE, ALL PREMISES CONSIDERED, Defendant respectfully requests that

the Court issue an Order requiring the above-referenced documents and supporting exhibits be
filed under seal.
This the
1!J_ day of January, 2011.

Defendant.
BY:
riedm . MB #5532
Grego Todd Butler, MB #102907
PHELPS DUNBAR, LLP
4270 I-55 North
P. 0. Box 16114
Telephone: (601) 352-2300
Telecopier: (601) 360-9777
I, GARY E. FRIEDMAN, do hereby certify that on this day I have forwarded, by United
States mail, postage prepaid, a true and correct copy of the above and foregoing document to:
Jim D. Waide, III., Esq.
WAIDE & ASSOCIATES, P .A.
Tupelo MS 38804
(662) 842-7324
2
PD.46843 10.1
JAMES WAYMONHAHN
vs
lAfAF\LEO
fE.S 02 20"
PLAINTIFF
CAUSE NO.: L10-441
us'o'/
K
DEFENDANT
S'f
PLAINTIFF'S RESPONSE TO MOTION TO FILE PLEADINGS UNDER SEAL
Plaintiff responds to Defendant's Motion to File Pleadings Under Seal as follows:

1.
This case presents matters of strong public interest since it relates to the inappropriate,
wasteful and illegal expenditure of public funds.
Sealing any court records in such a case
contravenes strong public policy.

2.
The Mississippi Public Records Act of 1983 (Miss. Code Ann. 25-61-1) provides
that "it is the policy of the Legislature that public records must be available for inspection by any
person unless otherwise provided by this act." Miss. Code Ann. 25-61-2 provides that it is "policy
of this state that public records shall be available for inspection by any person unless otherwise
provided by this chapter. .. " Except as otherwise provided by 25-61-9 and 25-61-11 (which are
inapplicable to court records), "all public records are hereby declared to be public property ... " Thus,
absent an applicable statutory exception, court records cannot be sealed.
3.
Besides the fact that court records cannot be sealed in light of the Mississippi Public
Records Act, both the common law and the First Amendment to the United States Constitution
guarantee public access to court records. According to In reAssociated Press, 162 F.3d 503 (7th
Cir. 1998):
00220355.WPD
As a starting point, we recall the fundamental proposition that the "public's right of
access to court proceedings and documents is well-established." ... we noted that this
fundamental premise is grounded in three important policy concerns. "Public scrutiny
over the court system serves to ( 1) promote community respect for the rule of law,
(2) provide a check on the activities of judges and litigants, and (3) foster more
accurate fact finding." ... Born of the common law, this right also has constitutional
underpinnings... Indeed, the First Amendment provides a presumption that there is
a right of access to "proceedings and documents which have 'historically been open
to the public' and where the disclosure of which would serve a significant role in the
functioning of the process in question." ... As we also pointed out ..., this
presumption of access is rebuttable when it is demonstrated that suppression is
necessary to preserve "higher values" and when the suppression is "narrowly
tailored" to serve those interests ... Overcoming the presumption, however, is a
formidable task. The court must be "firmly convinced that disclosure is inappropriate
before arriving at a decision limiting access."
162 F.3d at 506 (citations omitted).
4.
This complaint is based upon the public policy exception to the employment at-will
doctrine. McArn v. Allied Bruce-Terminix Co., 626 So.2d 603 (Miss.1993). At issue is whether the
Defendant is illegally expending taxpayer money. To countervail this overwhelming public interest,
Defendant claims only that disclosure of facts about the suit will serve to "embarrass" its chief
executive officer. Such "embarrassment" is not an exception either to the Mississippi Public
Records Act, the First Amendment, or to common law.
5.
Finally, Miss. R. Civ. P. 77(b) requires that, "all trials upon the merits shall be
conducted in open court, except as otherwise provided by statute." The matters contained in motions
for summary judgment are the same matters which will be discussed in a trial upon the merits in
open court. Closure of the public records is not only illegal, but also futile.
00220355 .WPD
-2-
BY
~
{;....;J,
IMWAIDE
MS BARNO.: 6857
RACHEL PIERCE
MS BAR NO.: 100420

ATTORNEYS AT LAW
TELEPHONE: 662/842-7324
FACSIMILE: 662/842-8056
002203SS.WPD
-3-
Phelps Dunbar, LLP
4270 I-55 North
THIS the _ :;(
00220355 .WPD
day of January, 2011.
-4-

L.AFA'fE.iTE COUNTY
JAMES WAYMON HAHN
F\LED
VS.
rEB () 3 20"
PLAINTIFF
DEFENDANT
NOTICE OF SERVICE
TO:
Jim Waide, Esquire

Tupelo, MS 38804
Defendant's Response To Plaintiff's Second Set of

Interrogatories and Requests for Production of Documents
This the 1st day ofFebruary, 2011.

Defendant.
BY:
Gary E. riedman . MB #5532
Gregor Todd Butler, MB # 102907
PHEL S DUNBAR, LLP

4270 I-55 North
P. 0 . Box 16114
Telephone: (601) 352-2300
Telecopier: (601) 360-9777
PD.472280 1.1
States mail, postage prepaid, a true and correct copy of the above and foregoing document to:
Jim D. Waide, III. , Esq.
WAIDE & ASSOCIATES , P .A.
Tupelo MS 38804
(662) 842-7324
ATTORNEY FOR DEFENDANT
THIS the 151 day ofFebruary, 2011.
2
PD.4722801.1

LAFAYETTE COUNTY
FILED
JAMES WAYMON HAHN

VS.
FEB 07 2011
Ma~
tiCe Busby
CIR 1'1kJ,.ERK
PLAINTIFF
BY____+-- - -D.C.
DEFENDANT
DHA'S REPLY IN SUPPORT OF MOTION TO FILE PLEADINGS UNDER SEAL

COMES NOW Defendant, Delta Health Alliance, Inc. ("DHA"), and responds as
follows :
1.
Plaintiff uses the Mississippi Public Records Act and the First Amendment to
argue for the denial ofDHA' s request to file under seal its Motion for Partial Judgment and for a
Protective Order. Both of Plaintiffs arguments are without merit.
2.
The Mississippi Public Records Act is inapplicable because DHA has not yet filed
its Motion for Partial Judgment and for a Protective Order with the Court, and thus it is not yet a
public record governed by the Act. The gist of Plaintiffs argument, then, is that this Court does
not have the authority to keep the Motion for Partial Judgment and for a Protective Order from
becoming a public record. This contention simply is wrong. It has long been held that, because
every court has supervisory power over its own records and files , access may be denied where a
court finds that the records might become a vehicle for improper purposes. See Nixon v. Warner
Comm., Inc., 435 U.S. 589 (1978). In this vein, the Mississippi Uniform Rules of Circuit and
County Court Practice expressly grant the Court with authority for allowing filings under seal.
See Rules 9.04(0) & (H). Plaintiffs contrary submission must be rejected.
3.
Similarly, Plaintiffs First Amendment contention is unfounded. It has long been
held that, when potentially embarrassing personal information is at stake, protecting an
PD.4729 197.1
individual's privacy trumps any First Amendment concerns. See Rossbach v. Rundle, 128 F.
Supp. 2d 1348, 1352 (S .D. Fla. 2000) (" [I]t is appropriate to seal certain records when those
particular records contain highly sensitive and potentially embarrassing personal information
about individuals."); accord Doe v. Blue Cross & Blue Shield U ofWisc., 112 F.3d 869, 872 (7th
Cir. 1997) (acknowledging that sealing records is appropriate when the records would be "highly
embarrassing to the average person").
4.
Importantly, a protective order is in place in this case, which requires all depositions to be
sealed in light of the highly sensitive allegations Plaintiff has directed at DHA and, more
specifically, its CEO. See Protective Order, attached as Exhibit "A." Plaintiff is attempting to
undermine the spirit of that protective order by contesting the filing under seal of a document
that undoubtedly will contain testimony from those depositions. The Mississippi Supreme Court
has warned against such attempts at circumventing a protective order.
See Barnes v.
Confidential Party, 628 So. 2d 283, 292 (Miss. 1993) (explaining that documents supporting a
motion to compel "should have been filed under seal, in accordance with the spirit and purpose
of [a previously-entered] order").
9.
WHEREFORE, PREMISES CONSIDERED, DHA respectfully asks this Court to
enter an Order granting leave to DHA to file its Motion for Partial Judgment and for a Protective
Order under seal.
Dated: February 3, 2011.
PHELPS DUNBAR, LLP
2
PD.4729 197.1
Gregory Todd Butler, MB # 102907

4270 I-55 North
Jackson, Mississippi 39211-63 91
Telephone: 601-352-2300
butlert@phelps.com
3
PD.4729 197. 1
I, GARY E. FRIEDMAN, do hereby certify that I have this day forwarded, via United
States mail, postage prepaid, a true and correct copy of the foregoing document to the following
counsel of record:
Jim Waide, Esquire

Attorneys at Law
THIS , the
4
PD.4729 197.1
3rd
day ofFebruary, 2011.
IN THE CIRCUIT COURT LAFAYETTE COUfiY MISSlSSIPPI

JAMES WAYMONHAHN
vs.
PLAINTIFF
CAUSE NO.: Ll0-441
DELTA HEALTH AlLIANCE, INC.
PBQIECTIVE O:R))ER
DEFENDANT
Before the court is the Motion of Dr. Karen Fox, lnlerve~or, for protective order. The coun
has considered the motion, the argument of the parties and findd that the mQtion should be granted
in part and denied in part~. It i& .
1.
ORDERED, ADJUDGED nndDECRBED that the transcripts of all depositions taken
and to be taken in this case shall be delivered profptly to the Circuit 1odge assigned
to the case, whereupon they will be sealed by the pi~uic Judge until further order of
Circuit Judge Elect John Gregory concerning thejuse of the depositions in this case;
counsel for the panies may keep copies of che cfepositions for their use in further
proceedings; copies shall not b__~_provided to anl!o

l ne else until further order of the
court;
2.
Depositions in this case hereafter shall be cond,ucted with no one present except
counsel for the parties, the court reporter, the witness, any counsel for the witness,
I
and the'partie&; provided, however, that copies o'fideposilions taken in this case shall
not be provided to any counsel for any witness other dum Dr. Poxs counsel, until
I
furthet' order of this Court~ and
AGREED AS TO FORM:
~
ina44
lmWaidc
Attorney fo
'ntiff~~"'
EXHIBIT
A
PHELPS DUNBAR
------------------------LLP
Louis1ana
February 7, 2011
Mississippi
Texas
Florida
Alabama
London
21996-97
Mary A. Busby
Lafayette County Circuit Court Clerk
101 Courthouse
One Courthouse Square
Oxford MS 38655
Re:
James Wayman Hahn v. Delta Health Alliance, Inc. ; Civil Action No. LI0-441
Dear Ms. Busby:

Enclosed are the following pleadings to be filed in the above-referenced matter:
1.
DHA 's Motion For Partial Summary Judgment and for Protective Order,
2.
Mernorandum in Support of DHA 's Motion for Partial Summary Judgm ent and
for Protective Order;
3.
Notice ofHearing,
4.
Order Gr_anting Motion To File Under Seal.
Please file the originals and return the copies stamped "Filed" in the enclosed, selfaddressed, stamped envelope. By copy of this letter, a copy of the said documents are being sent
to Plaintiffs counsel in conformity with the certificate.
Pursuant to the enclosed court ordered, the enclosed Defendant's motion, memorandum
and exhibits are to be filed under seal. And any further responses by Plaintiff or Rebuttals by
Defendant along with exhibits are to be filed under seal.
---------------------------------COUNSELORS AT LAW _________________________________

4270 1-55 North
PD.4678422.1
Jackson, Mississippi 39211- 6391 I Post Office Box 16114 [ Jackson, Mississippi 39236-6114
601-352-2300 I 601-360-9777 Fax I phelpsdunbar.com
Mary A. Busby
Page 2
Thanks for your assistance with this matter. If you should have any questions or need
any further information, please feel free to contact me at 601.352.2300 ext. 3460.
Sincerely,
PHELPS DUNBAR, LLP
Sally Barnett
Paralegal to Gary E. Friedman, Esquire
/sb
Enclosures
cc:
Jim D. Waide, III., Esquire

Roy D. Campbell, III., Esquire
PD.4678422 .1

JAMES W AYMON HAHN
PLAINTIFF
vs.
NOTICE OF HEARING
TO:
Jim Waide, Esquire

Tupelo, MS 38804
PLEASE TAKE NOTICE that Defendant Delta Health Alliance, Inc.' s Motion For
Partial Summary Judgment and for Protective Order will be called up for hearing at the Lafayette
County Courthouse in Oxford, Mississippi, before the Honorable John Gregory, on Thursday,
April 14, 2011 at 9:00a.m.
This the
11
day of February, 2011.


Defendant.
BY:
Gary E. riedman . MB #5532
Gregory Todd Butler, MB # 102907
PHEL!1S DUNBAR, LLP

4270 I-55 North
P. 0. Box 16114
Telephone: (601) 352-2300
Telecopier: (601) 360-9777
PD.4678 184.1
States mail, postage prepaid, a true and correct copy ofthe above and foregoing document to:
Jim D. Waide, III., Esq.
Tupelo MS 38804
(662) 842-7324
ATTORNEY FOR DEFENDANT
THIS the
ih day of February, 2011.
2
PD.4678184 .1

JAMES W A YMON HAHN
PLAINTIFF
vs.

DEFENDANT

ORDER GRANTING MOTION TO FILE UNDER SEAL
THIS CAUSE having come before the Court and the Court having considered the
submissions of the Parties, has determined that the Motion is well taken.
Therefore, the Court orders that the Motion and Brief of the Defendant in Support of its
Motion for Partial Summary Judgment and for Protective Order, the Plaintiffs Response and
Brief in Response to the Motion, The Defendant's Rebuttal and Brief supporting it' s Rebuttal by
the Defendant as well as all supporting exhibits shall be filed under seal.
ORDERED, this the _31_ day of January, 2011.
c,itinDGE
PD.4684467. 1
IN THE CIRCUIT COURT OF LAFA VETTE COUNTY, MISSISSIPPI

LAFAYETTE COUNTY
JAMES W AYMON HAHN
vs
BY
FILED
PLAINTIFF
FEB 2.7-2:011
CAUSE NO.: Ll0-441
~~A(~~
~
DEFENDANT
D.C.
PLAINTIFF'S NOTICE OF MOTION HEARING

PLEASE TAKE NOTICE that Plaintiff will call on for hearing all pending
~otions
in the
Circuit Court ofUnion County, before Judge John A. Gregory, on Thursday, April 14, 20 11 , at 9:00
a.m., or as soon thereafter as counsel can be heard.
This the~ day ofFebruary, 2011.
BY
JIM
MS
fl?
AIDE
~R NO. 6857

ATTORNEYS AT LAW
662-842-7324 (telephone)
662-842-8056 (facsimile)
EMAIL: WAIDE@W AIDELA W.COM
I, Jim Waide, attorney for the Plaintiff, do hereby certify that I have this date served, via
First Class United States mail, postage prepaid, a true and correct copy of the above and foregoing
to the following:
Phelps Dunbar LLP
THIS the
/f6
~ - lAW
JI~~IDE
JAMES WAYMON HAHN
PLAINTIFF
LAFAYETTE COUNTY
F\LED
vs
FEB 24t :H
CAUSE NO. : Ll0-441
Marw{iic~ usby
CIR'C~D
K o.C.
DELTA HEALTH ALLIANCE, INCBY--_:..---
DEFENDANT
PLAINTIFF'S MOTION FOR EXTENSION OF TIME

COMES NOW, the Plaintiff, James Waynon Hahn, by and through counsel, and files this his
Motion for Extension of Time in which to serve his response and brief in opposition to Defendant's
Motion for Pa1tial Summary Judgment and Protective Order, and would show unto the Court the
following:
1.
Counsel for Plaintiff was in trial in the case styled James Harmon v. Andalusia Ford,
et al. , U.S.D.C. No. 3:08cv733-W-A, beginning on February 1, 2011 and concluding on February
14, 2011.
2.
Further, counsel for Plaintiffhas had numerous briefs and other pleadings to become
due and has been unable to research and draft the response and briefto Defendant's motion.
3.
The granting of additional time would be of no prejudice to Defendant. Counsel for
Plaintiff has conferred with defense counsel who advises there is no objection to the granting of the
relief requested herein.
4.
Further, the hearing on all pending motions in the instant case is not set until April
14, 2011 ; as such, there is ample time for Defendant to file its rebuttal.
5.
Because this motion is self-explanatory, Plaintiff requests to be relieved from
submitting a supporting memorandum.

0022 1587.WPD
WHEREFORE, Plaintiff requests that the Court grant his Motion for Extension of Time,
through and including March 7, 2011 , in which to serve his response and brief in opposition to
Defendant' s Motion for Partial Summary Judgment and Protective Order.
BY:
WaJ.t
WAIDE
MS BAR NO. : 6857
RACHEL PIERCE
MS BAR NO.: 100420

ATTORNEYS AT LAW
TELEPHONE: 662/842-7324
FACSIMILE: 662/842-8056
0022l587.WPD
-2-
I, Jim Waide, one ofthe attorneys for Plaintiff, do hereby certify that I have this day
served, via First Class United States mail, postage prepaid, a true and correct copy of the above
and foregoing to the following:
Phelps Dunbar, LLP
4270 I-55 North
THIS the 21st day of February, 2011.
JIM
0022 1587.WPD
-3-
IDE
JAMES W AYMON HAHN
PLAINTIFF
l/11\R~i~~s~Y
VS.
DELTAHEALTHALLIANCE,INC. ~f~c~K o.c.
DEFENDANT
SY~
NOTICE OF SERVICE OF DEFENDANT'S
THIRD SET OF REQUESTS FOR PRODUCTION OF DOCUMENTS
TO:
Jim Waide, Esquire

ASSOCIATES, INC.
Attorneys at Law
wAIDE &
Defendant's Third Set of Requests

for Production of Documents
THIS, the 2"d day of March, 2011.
BY:
Gary E. riedman, MS Bar No. 5532

Gregory. T. Butler, MS Bar No. 102907
PHELPS DUNBAR LLP
4270 I-55 North
Telephone: 601-352-2300
PD.4819222. I
mail, postage prepaid, a true and correct copy of the above and foregoing document to the
following individual :
Jim Waide, Esquire
Attorneys at Law
AITORNEYS FOR PLAINTIFF
~&
SO CERTIFIED, this the
PD.4819222.1
2:.,-- day ofMarch, 2011 .
PLAINTU'F
JAMES W AYMON HAHN
vs.
DEFENDANT
ORDER GOVERNING COURT FILINGS

THIS CAUSE HAVING COME ON BEFORE THE COURT on the ore tenus Motion of
the Parties and the Court having considered rhe same, has detennined that the Motion is welltaken.
THEREFORE, the Court orders that the Clerk of the Court shall maintain two separate
files, a public file and a sealed file. The Court further orders that any references to the sex life of
any party or witness in this case contained in any pleadings and/or exhibits thereto shall be
redacte and filed in the public record. An unredacted copy shall be filed in the sealed record.
All pl adings previously filed shall be withdrawn and refiled in accordance with thjs Order.
THIS ORDER supersedes the Court's January 31, 2011 Order Granting Motion to File
Under Seal which is hereby withdrawn. However, the Protective Order entered by the Court on
December 23, 201 0 shall remain in full force and effect.
ORDERED, this the .t..i__ day ofFebruary, 2011.
'
PD.4767320. l
JAMES W AYMON HAHN
vs
PLAINTIFF
CAUSE NO.: Ll0-441
DELTA HEALTH ALLIANCE, INC :'<
DEFENDANT
PLAINTIFF'S MOTION FOR FURTHER EXTENSION OF TIME
COMES NOW, the Plaintiff, James Waynon Hahn, by and through counsel, and files this his
Motion for Further Extension of Time in which to serve his response and brief in opposition to
Defendant's Motion for Partial Summary Judgment and Protective Order, and would show unto the
Court the following:
1.
Counsel for Plaintiff was in a lengthy trial in the case styled Harmon v. Andalusia
Ford, et al., U.S.D.C. No. 3:08cv733-W-A, which began on February 1, 2011 and lasted through
February 14, 2011.
2.
Counsel for Appellants had Oral argument before the Fifth Circuit Court of Appeals
in the case styled, "Salts, et al vs. Epps, et al", Cause No.: 10-60201, on February 28,2011
3.
Counsel for Plaintiff has also been in trial this week in the case styled Batley v.
Mississippi Marble & Granite, Inc. , Circuit Court of Greene County, Mississippi, Cause No. 200810-152(2), which began on March 1, 2011.
4.
Counsel for Plaintiff will begin another trial next week in the case styled Colvin v.
Lowndes County, Mississippi, eta!, U.S.D.C. No. 1:09CV187-M-D, scheduled to begin on March
7,2011.
00222048.WPD
5.
Further, counsel forPlaintiffhas had numerous briefs and other pleadings to become
due and has been unable to research and draft the response and brief to Defendant's motion.
6.
The granting of additional time would be of no prejudice to Defendant. Counsel for
Plaintiff has conferred with defense counsel who advises there is no objection to the granting of the
relief requested herein.
7.
Further, the hearing on all pending motions in the instant case is not set until April
14, 2011; as such, there is ample time for Defendant to file its rebuttal.
8.
Because this motion is self-explanatory, Plaintiff requests to be relieved from
submitting a supporting memorandum.

WHEREFORE, Plaintiff requests that the Court grant his Motion for Further Extension of
Time, through and including March 21, 2011, in which to serve his response and brief in opposition
to Defendant's Motion for Partial Summary Judgment and Protective Order.
BY: _ _..lf-~.::..'"----WAIDE
BAR NO.: 6857
CHELPIERCE
MS BAR NO.: 100420
ATTORNEYS AT LAW
TELEPHONE: 662/842-7324
FACSIMILE: 662/842-8056
00222048.WPD
-2-
Phelps Dunbar, LLP
4270 1-55 North
THIS the ___.3._ day of March, 2011.
00222048 .WPD
-3-
I
JAMES WAYMONHAHN
PLAINTIFF
vs
CAUSE NO.: 110-441
DEFENDANT
ORDER GRANTING PLAINTIFF'S MOTION FOR EXTENSION OF TIME
Upon Motion of Plaintiff, no objection from Defendant and for good cause shown, it is
hereby ORDERED that Plaintiff be granted through and including March 7, 20 11 in which to file
his Response and Brief in Opposition to Defendant' s Motion for Partial Stmunary Judgment and
Protective Order.
ORDERED this the
_iL_ day of _
_.t/a"-""~"""
~-----''
2011.
JUDGE
_\~l____;DAYOF
-~--PAGE~
CIRCUFTCLER~
----'~_
00221587.WPD
_ _ _ D.C.
Mississippi State University, Delta State University and Mississippi Valley State University.
Deposition of Chip Morgan, pp. 6-7.
The primary source of funds for Defendant is the "money Senator Cochran bring~ . " Morgan
depo., pp. 7, 11. The "which Senator Cochran brings" for the year .ending June 20, .2008 was
$13 ;549,437.00, whereas .the money from all other sources was $66,355.00. Delta Health Alliance
Statement of Activities for 2008, Exhibit ".D". For the 2010 buclget year, the .federal tax money
received was $31,867,827..00. For2010,.this.budgetlists no money from any source other than the
federal government. Bates Nos. 312-313 to Defendant's Response to Second Set oflnterrogatories
and Requests for Production of Documents, entitled "Budget Information - Non .Construction
Programs," Exhibit "E."
Plaintiff James Habn,.a career hospital administrator, started to work for Defendant in March
2009 as Senior Vice President for Programs. Defendant's Motion, Exhibit G thereto. Hahn reported
directly to Dr. Karen Fox, Defendant' s Chief Executive Officer. Volume I of Deposition of James
Habn, p. 64, Exhibit "F." 1 Fox was pleased with Hahn's early performance, giving him a generous
raise in December 2009 and writing a glowing report about his performance. Memorandum from
Karen Fox to Plaintiff, dated December 18, 2009, Exhibit "G."
However, just three months.afterreceivingthis exemplary evaluation, Hahn approached Dr.
.
James Keeton, the UniversityofMississippi Medical Center representative on the Defendant's Board
ofDirectors, to discuss an "intense conflict" between the University of Mississippi .M edical Center
and Defendant. Plaintiff feared that because of this conflict, the University ofMississ.ippi Medical
Centermight withdraw.support from Defendant, which could cause the collapse of the.organization.
Hahn's deposition consists oftwo volumes, which will 'hereinafter be cited as Hahn I and Hahn II.
0022 I 574. WPD
Hahn I, p. 34. Hahn did not know the exact ~ature of the conflict, but Defendant's 30(b)(6)
representative has testified at .deposition that.the "most prominent part ofthe controversy" was that
Defendant was "requiring the University ofMississippi Medical Center for their participation, to use
'Allscripts' software."2 Besides discussing with Dr. Keeton this "intense conflict" between the
University of Mississippi Medical Center and Defendant, Hahn also informed Dr. Keeton about
"exposure" of the board "because of "fraudulent activities." Hahn I, p. 34. According to Hahn,
Defendant's employees had.been "resigning ... because of the fraudulent activities." Hahn I, p.. 35.
Hahn told Keeton that he was "concerned about ... my exposure, the board's exposure and Dr. Fox ' s
exposure ... to risk as ... a result of fraudulent activities." Hahn I, p. 34.
.
Dr. Keeton informed Hahn that he should report his concerns to the chairman, Dr. John
Hilper, who serves as ch~an ofDefendant'sBoard by virtue ofhis position as President of Delta
State University. Hahn I, .pp. 47-48 . .
On March 17, 201 0, Hahn met with Dr. Hilper, describing concerns about potential criminal
activity that was occurring in Defendant's daily operations. Hahn I, p. 60. Hahn advised Dr. Hilper
about: (1) his concern about being involved in the lease of an expensive condomii)ium apartment
located near the square in Oxfor~, Mississippi for priyate use. Hahn I, p. 60; (2) :Fox's having
unilater~y modified certain company _policies to realize individual gain, Hahn I,
p. 66; (3) Fox's
purchase of two luxury automobiles forpersomil use, Hahn I, pp. 60-61;(4) Fox's unilateral change
of Defendant's automobile policies so as to _provide herself a $3,000.00 per month automobile
allowance, and adjustment of Defendant's pension plan such that a small group of top executives,
"Allscripts" refers to Allscripts Health Care Solutions, Inc," a publicly traded supplier of m~dical software.
00221574.WPD
-including both Fox and Hahn, received financial benefit, Hahn I; pp. 61, 187-88; (5) p~yment of an
interior decorator for decorating Fox'.s private borne in Memphis and .disguising those payments as
being for work for Defendant's cabinsJocated in .Stoneville, Mississippi, Hahn I, pp. 208., 21.6-:20;
Hahn II, p. 20, Exhibit "H"; (6) "budget adjustments,'" resulting in the hiring of an expensive mediapolitical advisor, Jere Nash, Hahn I, pp. 60-64, 66-61; {7) .unauthorized use of federal. funds :for the
purpose of hiring persons to lobby the Mississippi State Legislature, Hahn I, pp. IOJ-02, 108; (8)
Fox's using Defendant's funds to pay Fox's private .attomey, Hahn I, pp. 113-14, 1.16, 121; and (9)
use of Defendant's funds to pay an employee for serving as Fox's private babysitter at__her _h ome in
Memphis, Hahn I, pp. 199-200.
Finally, Hahn expressed concerns that theprograms he was hired to head were providing little
or no benefit for the intended beneficiaries, poor people 'living in the Delta. Hahn I, pp. '203-04.
Defendant's response to Hahn's report was. to.hire Roy Campbell of the Bradley Arimt Boult
Cummings LLP ("Bradley-Arant") law firm to .investigate. In response .to Campbell's questions,
Hahn also told Campbell about his concerns. At his deposition, Attorney Campbell recalled that
Hahn had reported to him that he was concerned that Fox "was going to jail" if the Board did not
intervene; had reported about her change in automobile poliCies, to provide for a $3,000.00 a month
.
car allowance, which Fox used to buy herself a Mercedes. Deposition of Roy Campbell, pp. 23-24,
Exhibit
"I."
Further, Campbell recalled that Hahn had related to him concer:ns a~out . the
condominium on the square being a place where "she can shop; "that senior officials in the company
did not know what consultant Jere Nash was doing; and that Fox had gotten Defend.cmt to pay her .
private legal bills to Attorney John Dunbar
.. Ominously, Hahn told Campbell that
.
. it was "what I
don't know" that was most worrisome. Campbell depo., p. 22.
00221574.WPD
Hahn testified in his deposition that 'he also attempted to tell Campbell
condominium inOxford'but was "rebuffed."' Hahn 1, 'p. 132 .. _
abm~t
the 'luxury
Hahn also testified at this point that Fox had told him that the condominium was going to be
'
used to house salespeople for.Allsciipts, a Chicago-based software vendor. Hahn I, pp. 13 0-31.
Campbell testified .that he investigated Hahn's charges by talking to the Chief Medical
Officer Dr. Keith Mansell, Karen Fox, and FinancialOfficer Steve Osso. Campbell depo., pp. 3 3-44.
Dr. Mansell did tell Campbell that.he was aware of $300,000.00 that had been paid to Delta
Council, and that he, Dr. Mansell, did not know the purpose of such payment. Campbell depo., p.
34.
Osso corroborated Hahn'~ report about the car allowance of$3,000.00 per month, which he
considered "excessive." Campbell depo., p. 37. Also, Osso told Campbell about a$600,000.00
total budget for Jere Nash, which Osso opined "seemed like ... was" for "access to Bennie
00221574.WPD
'
Thompson..,' Osso had also told Campbell .about concerns that "indirect costs" (those costs not
allocated to .a specific healtb program), had increased from thirty percent of the budget to seventy
percent. Campbell depo., p. 40. Osso also related to Campbell that Fox had told 'him about a
$900,000.00 bill from Allscripts, the .software :vendor. Campbell depo. , p. 4.5.. Defense counsel
instructed Campbell to refuse to answer any questions .about the Allscripts bills. Campbell depo.,
pp. 43-44. Osso didtell Campbell that he thought inappropriate obligations to Allscriptsmay have
been incurred. Campbell depo., p. 46. Defense counsel also instructed Campbell to refuse to answer
questions about who initiated the decision to fire Hahn. Canipbell depo., pp . .52-.55.
Campbell was assisted in his investigation of Hahn's allegations by Will Manuel, another
lawyer in the Bradley-Arant firm. Manuel had little independent recollection of his part in the
inv~stigation, but he.read into the record notes about what h~had been told by several-ofDefendant' s
employees.' Manuel testified that.he'had interviewed Ricky Boggen~ Defendant's in~house counsel,
and Boggen reported that he had been told that the Oxford luxury apartment was "complimentary,"
having been furnished because Defendant was also leasing an Oxford office whic};l was "under
construction:" Deposition of Will Manuel, pp. 8, 24, Exhibit "J." Boggen also reported to Manuel
that Chuck Fitch, an administrator whom Fox had brought with her from Tennessee, had ~'overspent
.
his budget by $800,000.00. Manuel depo., p. 37. Manuel related the note about the $800,000.00
was in a portion of his note under the title "Allscripts." Mariuel depo., pp. 49-50.
Manuel also related that Fox herselfhad advised him (Manuel) that "Chip [Morgan] called
Chuck [Fitch] and told him that everyone is implicated in federal wrongdoing." Manuel depo., p.
3 7.
Defense counsel instructed Manuel to refuse to answer as to whether he received any
00221574.WPD
6
,
information "that Allscripts was giving Karen F?xany financial benefit of any kind ..,, Nlanuel depo.,
.p.50.
Manuel also related that he had been told by another employee, Patrick Owens, -.that
decorating expenses for the Oxford -condominium amounted to $111,000.00 . Manuel depo. , p. 63 .
According to Manuel's notes, Jere Nash, the media consultant, was being paid $750.00 per day.
Manuel depo.,-p. 61. Manuel's notes further indicated that-Fox had shredded the attorney's fees bill
from Attorney John Dunbar. Manuel depo., p. 64. Manuel als? related that according to Owens,
there was a $700,000.00 alleged debt to Allscripts, but Owens stated he could not tell wbether or not
-this was a legitimate debt. Manuel depo., pp. 74-75 ..
Defendant claims it had Hahn's allegations "investigated by Certified Publie ..Accountant
Howard Davis, and Davis has found his charges baseless. However, Davis~ depositipn .refutes the
chiim.. !d. Rather, Davis testified he was hired as an auditor to determine whether the company's
financial statements present "fairly the financial position" of the company. Deposition of Howard
Davis, p. 4, Exhibit ''K." Davis reported to Defendant that he learned Dr. Fox did have a $3,000.00
car allowance, but he was not asked whether this was appropriate or inappropriate. He never
commented on the matter one way or the other. Davis depo., pp. 8.:9; Davis testified that he did not
know whether there was any record of the Board ofDirectors' ever approving the car allowance, out
that if an officer had approved this car allowance, without knowledge of the Board ofbirectors, that
, would be an inappropriate control procedure. Davis depo., pp. 10-11. Davis testified that he had
examined invoices of Jere Nash and determined that the invoices were consistent with-the contract
.amounts agreed upon. Davis depo., pp. 11-12.
00221574.WPD
However, Davis was shown
an email written by Na8h giving advice on how to discredit
University ofMississippi ChancellorKhayat, qy media and b1ogs. Davis d~po., pp. 12-13 ;.Jere Nash
em;lll to Chip Morgan dated M~y .2, .2009, Exhibit "L." Davis testified, however, that he had not
been shown this email when he was told to exarriinethe Nash contracts. Davis did not lmow whether
.
a media campaign to discredit the University of Mississippi President was within ihe contract terms
of what Nash was hired to do. Davis depo., .PP 12-1 J. Davis stated that amounts paid to Nash
complied withN ash's contract, but never told Defendant that Nash was being paid ah "appropriate"''
amount. Davis depo., pp. 13-15. Furthermore, Davis testified that he had no knowledge that
anything in his report had anYthing to do with the firing of James Hahn. Davis depo., p. 16.
.
. Davis testified his study of the financial documents .indicated that Defendant was paying
.
$275,000.00 per year to DeltaCouncil; the very entity which appoints the m~jority ofmembersto
Defendant's Board ofDir_ectors. Davis depo., .p. 16. Davis made no inves~igation amhendered no .-~
opinion as to whether or not the serVices being provided [?y De1ta Council to.Defendant were worth
that amount ofinon~y. !d.
. Attorney Campbell did not make any written report to the Board on his .fi~dings, but testified
. that .he made an "oral" report in which 'he made no recommendation about Hahn's employment.
Campbell depo., p. 51..
On .May 18, 2010, Hahn was notified that he was on administrative leave "effective
immediately ... ' Letter dated May 18, 2010 (Exhibit B to Complaint), Exhibit "M."
Thereafter, Defendant attempted to reach a settlement with Hahn under which Hahn would
sign a statement stating, in part, "no evidence existsof financial fraud or illegality;" that he has "no
knowledge of any concerns or other improprieties of ap.y nature at DHA;" that the Bradley-Arant
00221574.WPD
attom~ys had concluded "there was no evidence of any financial or illegality;" that he had never
reported anY of his da:ims to any '~funding entity" and -he had "no intention of making any Such
-r~port."
Proposed .Release (Exhibit A to Complaint), Exhibit"N."

.
Hahn 'refused to sign the .proposed Release. Instead, he commenced this suit .on
Ju~y
22,
2010, complaining he was fired for reporting illegal activity.
ARGUMENT I.
THERE ARE ISSUES OF M ATERIAL FACT AS TO WHETHER
PLAINTIFF'S REPORTING DEFENDANT'S LEASE OF A L UXURY
CONDOMINIUM FOR PRIVATE PURPOSES CONSTITUTED A REPORT
OF ILLEGAL ACTIVITY SUCH THAT DEFENDANT MAY BE HELD . .
LIABLE'FOR DISCHARGE IN VIOLATION .OF PUBLIC POLICY.
McArn v. AlliedBruce-TerminixCo., Inc., 626 So.2d 603,607 (Miss.1993), held that" ... an
.
employee who is discharged for reporting illegal acts ofhis employer to the erilp'loyer or anyone else
.
is not barred by the employment at will doctrine from bringing action in tort for damages against his
emp1oyer." Subsequently, Willard v. Paracelsus Heath Care Corp. , 681 So.2d 5.39 (Miss. 1996)
.("Willard F') held that a party who brings such an action is entitled to pursue all remedies, including
punitive damages. The Willard I court held:
Today, we answer in the affirmative the question of whether .such conduct, if found,
is .a n independent tort giving rise topunitive damages. The public has a legithnate
interest in seeing that people are not discharged for reporting illegal acts .'or not
participating 'in illegal acts which may result in harm to the public interest. Anyone'
who terminates an employee for such reasons should be allowed a jury insttuctf0n on
the issue of punitive damages in order to deter similar future conduct.
Willard I, 68'1 So,2d at 543.

Contrary to the federal authority cited by Defendant, the Mississippi Supreme Court has
stated that all that is necessary is a good faith belief that what was reported was illegal. Willard I
00221574.WPD
stated: "Willard and Sumner reported what they believed were financial irregularities and were
subsequently discharged or constructively discharged.'" I d. at 544. (Emphasis addeq)
The Mississippi Supreme Court ruled that a showing of a good-faith belief was all thatwas necessary
was reinforced in Paracelsus Health Care Corp. v: Willard, 754 So.2d 437 (Miss. 19-99) (Willard
- II), where Justice Banks, writing forthe majority, held: "Contrary to Paracelsus' argument, neither
McArn or Willard I (finding punitive damages available for retaliatory discharge), suggest that the
plaintiff must first prove that .a crime was .committed. Thus, this contention fails ." !d. at 443.
Further, these Mississippi Supreme Court holdings that Plaintiff need only prove that he in
good faith made a report of criminal activity are consistent with Mississippi statutes protecting
wbistle blowers: See Miss. Code Ann. 25-9;.. 1.71 (providing protection for an employee who "in
.
good faith" reports an alleged improper governmeri~ acticm to a state investigative boqy).
Defendant contends .that James
Hahri must prove .that there was
actual criniinal activity.
According to Defendant, it is not enough to show that Hahn had a good faith belief tl1at there was
criminal activity. For this proposition, Defendant cites Wheeler v. .BL Development Corp .., 415 F.3d
3 99, 404 (5th Cir. 2005). However, Wheeler was making only an "Erie" guess as to Mississippi law,
and it guessed wrong, since Wheeler contravenes the Mississippi Supreme-Court holding in Willard
L Furthermore, after Wheeler was decided, the Fifth Circuit certified to the Mississippi Supreme
Court the case of DeCarlo v. Bonus Stores, Inc., 989 So.2d 351 (Miss. 2008). In response to a
.certified question, the Mississippi Supreme Court in DeCarlo stated:
As we clearly stated in Willard I, "[d]ischarge in retaliation for an employee's good
faith effort to protect the employer from wrongdoing constitutes an independe11t tort
and may support punitive damages." Willard I, 681 So.2d at 543.
DeCarlo, 989 So.2d at 357. (Emphasis added)
00221 574.WPD
10
That the Mississippi Supreme Court will.not impose an over~y strict requirement on exactly
what plaintiffmust report in order to be protected by the public policy exception is .also indicated
by .East Mississippi State Hosp. v. Callens, 892 So.2d soo, 804 (Miss. 2004), where the plaintiff
alleged:
that he was terminated for his efforts to correct, or at least expose, improper
treatment of some of the patients by the hospital staff.
Alternatively, Cailens asserted that 'his firing was in retaliation for his reporting
improper operations .at East Mississippi Statv Hospital, thus making his termination
actionable under Mississippi common law :as an exception to the employee-at-will
doctrine first recognized in McArn v. AlliedBruce-Terminix Co., 626 So.2d 603.~ 607
(Miss.l993).
Callens affirmed a wrongful termination verdict, even though there was no allegation that
actual .criminal activity was occurring, but
o~y
that plaintiff "was terminated for his efforts to
correct, or at least expose, improper treatment ofsome of the patients by the hospital staff." I d. at
804.
As was stated in DeCarlo, quoting .Willard.!:
As we clearly stated in Willard/, "[d]ischarge in retaliation for an employee's good
faith .effort to protect the employer from wrongdoing constitutes an 'independent tort
and may support punitive damages." Willard I, 681 So.2d at 543.
. DeCarlo, 989 So.. 2d at 357.

Regardless of whether the proper standard requires only a good faith belief of criminal
conduct or whether actual proof a crime was . committed is the standard, Hahn's evidence is
sufficient. Hahn testified:
I Ialow- have been told that this condominium: was leased for the use ofpersona1 use
... personal use with .an employee of the company. Number two, J was told that the
condominium.- the condominium was going to be used to put salespeople here who
00221574.WPD
11
.;.
would travel all over the state and the Delta to - as vendor representatives for offscripts [sic]3
James Hahn I depo
Q:
A:
Q:
All right. You were told by whom that it was going to be used for personal
use?
I saw with my own eyes.
Personal use by whom?
Hahn I depo., pp.
The term "off-scripts" is a typographical error by the court reporter. The correct name is Allscripts, a
vendor that will be discussed elsewhere in this brief.
00221574.WPD
12
Defendant also claims that it should be granted summary judgment on the apartment issue,
because the government funding agency, HRSA, approved the lease of the apartment. Defendant
attaches an email, which it claims is an email under which a HRSA representative approved the
leasing of the apartment. See Defendant' s Motion, Exhibit Q, Exhibit "0." No representative of
HRSA has authenticated this email.
In any event, the argument that HRSA approved Defendant's expenditures assumes that
Defendant told HRSA the truth about the expenditures. Surely, the United States would not have
approved the expenditures on the apartment if it knew the apartment was not for the
Congressionally-approved purpose of serving medical needs of :r:esidents of the Mississippi Delta.
At his deposition, Dr. Hilper, the Chairman of the Defendant's Board, testified that he did
not know anything about the lease of the luxury apartment until after Hahn filed the present
complaint. Hilper depo., p. 35 . Hilper also testified that even as of the date of the taking of his
deposition, he still did not know if there were any records demonstrating any proper business use of
the apartment. Hilper depo., pp. 35, 37-38.
Similar testimony was given by board member Dr. James Keeton, who testified:
Q:
A:
Do you know today-- as we sit here today-- why the Delta Health Alliance
would need a condominium in Oxford?
No, sir.
Deposition ofDr. James Keeton, p. 30, Exhibit "Q."
Q:
At the time you left the Delta Health Alliance Board in 2009, were you
familiar with any services that Delta Health Alliance performed in
Oxford, Mississippi?
A:
Any services?
0022 1574.WPD
13
Q.:
Yes, .sir. Anything if had done, anjr work -it had done in Oxford.
A:
No, sir, I was .not aware ofthat.
Keeton depo., pp. 31-32.

Defendant attaches to its motion as Exhibit 0, an unauthenticated advertising-type .document,
which appears to be a memorandum supporting the lease of the apartment in Oxford. This document
certainlyraises .questions as to the legitimacy of the lease of the apartment. The document indicates
that Defendanrintended to use the apartment for "implementation ofER syStems througho'!lt the entire
Delta region." Defendant's Motion; Exhibit 0 thereto. However, Oxford is nofin the Delta, which
is the area the federal government is funding Defendant to benefit.
motion
that the Defendant has had several of its
Nor is it suffiCient to grant the Defendant's
.
. .
.
employees -sign affidavits
indicat~g
they have used either the condominium, or the office space in
the same building, for business purposes. Several of these affidavits do not even :indicate that it was
the condominium ratherthan the office spaces they were using. None of these affidavits demonstrate
there was any business use of the condominium prior to the filing of this suit. When asked in
interrogatories about the business use of the apartment, the Defendant identified only three persons
whom it claimed to nave ever stayed overnight in the condominium, and one of these was Karen Fox.
Defendant's Re~ponses to .Plaint~ffs Second Set oflnterrogatories, Exhibit "R."
Defendant argues that Plaintifr' hicks standing to complain about use of the apartment for
private reasons because he
IS the
very person who negotiated the lease. Hahn I depo . , p. 159.
However, Hahn's testimony was that he did.not know about any improper use of the lease at the time
Fox sent him to lease the apartment. Hahn I depo., pp. 159-162, 169. It was not until Hahn had
already followed Fox's direction to negotiate and sign the lease~ that he began to .suspect wrongdoing
00221574.WPD
14
when Rox told him that she would have a '~problerri" if the board found out about the lease of the
.apartment. Hahn 1 depo. , p . 144. Only after Hahn had furnished-the apartment did Fox direct him
to take the furniture out; whereupon, she .furnished it with its current elaborate luxliry furnishings.
Hahn I depo., p. 181.. Manuel depo., p. 63.
ARGUMENT II.
DEFENDANT IS NOT ENTITLED TO A PROTECTIVE ORDER
PROIDBITING .PLAINTIF.F -F ROM INQUIRING INTO ALLEGATIONS
CONCERNING T:ij.E DISPUTE BETWEEN TilE UNIVERSITY OF
MISSISSIPPI MEDICAL CENTER AND DEFENDANT CONCERNING
ELECTRONIC HEALTH RECORDS ORALLEGA'FIONS OF "IMPROPER"
DONATIONS TO THE UNIVERSITY OF MISSISSIPPI BY ALLSCRIPTS.
Defendant asked the Court to bar Plaintiff -from askirig about the dispute concerning
"electronic-health records'' and donations to the.Uriiversity o fMississippi by Allscripts. The dispute
concerning the electronic health re~ords andthe cionati~ns by Allscripts are interrelated. Allscripts,
',
is a supplier -of electronic health records and the receipt of_the stunning amount of taxpayer money~
paid to it by Defendant. While Defendant
has -refused
to answer Plaintiff's requests:for discovery
.
.
specifying the amounts of its p~yments to Allscripts during 2009 and .201 0, _the records from 2008
also show payments qy the Defendant for electronic health records for .~e year 2008, alone, was
$1,775,385 .07. Delta Health Alliance, Inc.'.s Statement of Activities for the year ending June 30,
2008.
The discovery Plaintiff has .obtained indicates a huge increase in the budget of Delta Health
Alliance from 2008 to 2010. Therefore, it is likely that Allsciipts lias been paid far mon~to Allscripts
in 2009 and 4010, Furthermore, Delta Health Alliance made a multi-million dollar grant to the
University of Mississippi Medical Center, and required the University to use Allscripts as the vendor
00221574.WPD
15
of software for their electronic health records. Deposition of Sam Dawkins, 3 O(b)(6), _p.14, Exhibit
"S :" Plaintiffhasyet been unable to obtain records showing howmuch the Universizy of Mississippi
Medical Center has paid Allscripts.
..
.
Plaintiff's motion correctly advises the Court that .Plaintiff is seeking discovery concerning
contributions which were made to the University of Mississippi at Oxford for which Fox was
credited, but which Plaintiff believes were actuallymade by Allscripts. Plaintiff is trying to learn
whether contributions made to the University of Mississippi and credited to Fox. were actually
. made
by Allscripts in exchange for Fox influencing Defendant and the University of Mississippi Medical
Center to purchase electronic health records from Allscripts.
If Allscripts made ".donations " on behalf of Fox for the purpose of influencing federal
healthcare bus'lness, a federal crime under the Medicare Anti-Kickback Statute hasbeen committed.
United States v. McClatchey, 217 F.3d .823 (lOth Cir. 2002); United States v. Grebar, 760 F.2d 68 .
(3rd Cir. 1985); 42 U.S.C. 1395; 18 U.S.C. 24.
Defendant argues, however, that inquiring into any illegal financial activities lith respect to
Allscripts and the electronic health records, should be barred because Hahn did not tell th~ Defendant
about such kickback activities at the time he made his complaints.
However, Hahn did alert the Defendant to the fact that his wife (an employee of the University
of Mississippi Foundation) was aware of "fraud," in which Fox was involved. Hahn was
understandably c.oncemed.about revealing additional information for fear of jeopardizing his wife's
job. Hahn has lost his job for reporting illegal .activity, and he does not want his wife to suffer be
fired also. Plaintiffs counsel, therefore, legitimately advised Hahn to claim the husband-wife
privilege. Defendant can certainly take Hahn's wife's deposition, or: the corporate deposition of the
00221574 .WPD
16
University of Mississippi Foundation to Jearn.specifics of any contribution made by Allscripts 'in

Fox's name.
Furthermore, one defense being raised in this case is that the expenditures ~y Defendant may
have not been "used well" but were not "criminaL"
~y
evidence concerning a.Jly.intentional illegal
acts (such as receiving kickbacks) is relevant on .the issue ofintent. See Miss. Rule ofEvid. 404(b ).
A broad ruling -by the court that Plaintiff cannot obtain discovery about how much taxpayers have
paid Allscripts and abotJt any benefit to Fox _provided by Allscripts, is .inconsistent with the
Mississippi.policy permitting broad discovery. See, Miss.R.Civ.P. 26(b) (Party m;;ty obtain .any
informationthat "may lead to discovery of relevant evidence.'")
. ARGUMENT III.
TIDS COURTSHOULD ENTER AN ORDERCOMPELLING DEFENDANT
TO SUBMIT TO DEPOSITIONS, . TO , REFRAIN FROM REFUSING TO
ANSWER QUESTIONS AT THE .DEPOSITIONS, AND TO ANSWER
.
P.LAINTIFF'S SPECIFIC DISCOVERY INQUIRIES.
By letter dated December 28, 2010, .defense counsel announced that Defendant would
participat~ in no further depositions. See letter, Exhibit "T." Defendant wants the..Court to limit
Plaintiff to three more depositions, and to limit what can be asked in those depositions. Most
importantly, Defendant refused to produce crucial financial documents.
For example, Defendant refused to provide invoices describing what services Attorney John
.
Dunbar provided to the Defendant. Defendant's Response to Plaintiffs Request for Production of
Documents # 12. Exhibit "U." These documents are necessary to determine wheth~ the services
Dunbar provided were private attorney services rendered to Fox personally, or whether they were
'legitimate legal expenses of the Defendant.
00221574 ,WPD
17
Defendant .has refused to .Provide the documents evidencing payment for the ftimishings for
the luxury apartment. Defendant's Response to Request for Production of Documents ..#!.?.. Exhibit
"U." This request is relevant, because Plaintiff is claiming tbe apartment was furriishe.d in a lt~.xury
fashion, for personal use.
. Defendant bas refused to provide invoices submitted by Jere Nash for 2009-2010.
Defendant's Response to Request for Production ofDocuments #20. Exhibit "U." These are relevant
to determine the legitimacy of payments to Nash, especially since Plaintiff-has evidence that .one of
Nash's activities was to advise Chip
President.
Mor~an
on how to discredit the University of Mississippi
Defendant has refused to produce documentsspecifying any of the expenditures made

.
by Defendant for 2009 and 2010. Defendant's Response to Request for Production of Documents
#25-28, Exhibit "U.."' Whether taxpayer money is _being illegally spent is at the heart o~tP.is lawsuit.
This Court should enter an order requiring Defendant to fully answer Plaintiff's.Requests for
Production of Documents. The Defendant is not
a private company. It is
funded entirely by the .
taxpayers oftheUriited States. There is no legitimate reason to refuse to .keep Plaintiff, or any other
taxpayer, from seeing its financial records.
.
To date, Plaintiffhas been allowed to depose only two of!he nine members of the Defendant
Board of Directors. These two Claimed they had little or no knowledge about the expenditures about
00221574.WPD
18
which Plaintiff complains. There may be members of the Board of Directors who are .familiar with
Defendant's expenditures and know whose idea it was to fire Hahn . .
CONCLUSION
Defendant's Motion for Partial Summary Judgment regarding the Oxford 1uxury .apartment
is baseless and should be denied.
The Court should also deny Defendant's Motion for Protective Order, and should enter an ..
order directing the Defendant to fully participate in discovery and to .answer the outstanding Requests
for Production of Documents.
WAIDE & ASSOCIATES, P .A.
BY:~-Y?~
WAIDE
MS BAR NO.: 6857 .
RACHEL PIERCE
.
.
MS BARNO.: 100420
~

ATTORNEYS AT LAW
POST OFFICE l30X 1357
TELEPHONE: 662/842-7324
FACSIMILE: 662/842-8056
. EMAIL: waide@waidelaw.com
00221574.WPD
19
-OERTIFICA"TE OF -SERVICE
I, Rachel M. Pierce, one ofthe attorn~ys for Plaintiff, do hereqy certi:fy that !.have this -day
served, via FirstClass United :States:mail, postage prepaid, a true and .correct copy of the above and
foregoing to -the following:
..
Gary E. Fried:{llan, Esq.
Gregory Todd Butler, Esq..
Phelps Dunbar, LLP
4270 I-5.5 North
' ''
'I
THIS the.21st day of March, 2011.
.Jn.rku
~PIE!tcE
00221574.WPD
20
IN THE CIRCUIT COURT OF LAFA VETTE COUNTY; MISSISSIPPI
JAMES WAYMON HAHN
lAFAYETTe COUNlV
Fll D
MAR
vs
PLAINTIFF
CAUSE NO.: Ll0-441
DELTA HEALTH ALLIANCE, INC .
DEFENDANT
PLAINTIFF'S RESPONSE IN OPPOSITION TO MOTION

FOR PARTIAL SUMMARY JUDGMENT AND FOR PROTECTIVE ORDER
Plaintiff James Wayman Hahn responds to Defendant' s Motion for Pa1iial Summary
Judgment and for Protective Order and Order Requiring Defendant to Provide Discovery, as follows :
1.
There are issues of material f~ct as to whether Plaintiffs reporting Defendant's
lease of a luxury condominium for private purposes constituted a report of illegal activity such
that Defendant may be held liable for discharge in violation of public policy.
2.
Defendant is not entitled to a protective order prohibiting Plaintiff from inquiring
into allegations concerning the dispute between the University of Mississippi Medical Center and
Defendant concerning electronic health records or allegations of "improper" donations to the
of Mississippi by Allscripts.
University
,3.
This Comi should enter an Order compelling Defendant to submit to depositions,
to refrain from refusing to answer questions at the depositions, and to answer Plaintiffs specific
discovery inquires.
4.
0022 1574.WPD
In support ofthis Response, Plaintiff relies on the following evidentiary materials:
Exhibit "A":
Defendant's Motion for Partial Summary Judgment;
Exhibit "B": Deposition excerpts of John Hilper, pp. 5, 35, 37-38;

Exhibit "C" : Deposition excerpts of Chip Morgan, pp. 4, 6-7 11;
Exhibit "D": Delta Health Alliance Statement of Activities for 2008;
Exhibit "E":
Defendant's Responses to Plaintiffs Second Set of Interrogatories and

Requests for Production of Documents, entitled "Budget Information - Non
Construction Programs, Bates Nos. 312-313;
Exhibit "F":
Volume I ofDeposition ofJames Hahn, pp.- , 34-35, 47-48, 60-64, 6667, 187-88, 101-02, 108, 113-14, 116, 121 ,- , 144, 159-62, 169, 177,
181, 199-200, 203-04,208, 216-20;
Exhibit "G' ~ :
Memorandum from Karen Fox to Plaintiff, dated December 18, 2009;
Exhibit "H":
Volume II of Deposition of James Hahn, pp. 20;
Exhibit "I":
Deposition ofRoy Campbell, pp. 22-24,- 52-55;
Exhibit "J":
Deposition ofWill Manuel, pp. 8, 24, 37, 49-50, 61, 63-64, 74-75;
Exhibit "K":
Deposition ofHoward Davis, pp. 4, 8-16;
Exhibit "L":
Jere Nash email to Chip Morgan, dated May 2, 2009;
Exhibit "M": Letter dated May 18, 2010;

Exhibit "N":
Proposed Release;
Exhibit "0"
Exhibit "P":
E-mail (Defendant's Motion, Exhibit Q);
Exhibit "Q":
Deposition of Dr. James Keeton, pp. 30-32;
Exhibit "R":
Defendant's Responses to Plaintiffs Second Set of Interrogatories #2;
Exhibit "S":
Corporate Deposition ofDefendant, Sam Dawkins, p.14;
0022 1574. WPD
-2-
Exhibit "T":
Letter from defense counsel, dated December 28, 2010, announcing that it
would participate in no further depositions;
Exhibit "U": Plaintiff's Second Set ofinterrogatories and Request for Production #12,
#17, #20 and# 25-28;
Accordingly, Defendant' s Motion for Partial Summary Judgment and for Protective Order
and Order Requiring Defendant to Provide Discovery, should be denied .
BY:~~.&w
MS BAR NO .: 6857
RACHEL M. PIERCE
MS BAR NO.: 100420

ATTORNEYS AT LAW
TELEPHONE: 662/842-7324
FACSIMILE: 662/842-8056
0022 1574.WPD
-3-
I, Rachel M. Pierce, one of the attorneys for Plaintiff, do hereby certify that I have this day
served, via First Class United States mail, postage prepaid, a true and correct copy of the above and
Phelps Dunbar, LLP
4270 I-55 North
THIS the 21st day of March, 2011.
00221574.WPD
-4-
IN THE CIRCUIT COURT OF LAFAYETTE ~OUNTY, MISSISSIPPI

JAMES WAYMON HAHN
PLAINTIFF
vs.
DEFENDANT
DHA'S MOTION FOR PARTIAL SUMMARY JUDGMENT

AND FOR PROTECTIVE ORDER
COMES NOW Defendant, Delta Health Alliance, Inc. ("DHA"), and moves for Pa1iial
Summary Judgment and for a Protective Order and states as follows:

l.
Plaintiff James Hahn ("Plaintiff') filed this wrongful discharge lawsuit on July
22, 2010, listing seven allegations that were supposedly reported and which he deems criminal.
Important for purposes of the instant Motion for Partial Summary Judgment is Plaintiffs
allegation that he reported that DHA' s CEO instigated the lease of a condominium in Oxford,
Mississippi for her personal use. In discovery, Plaintiff has used this allegation as a tool for
embarrassment by questioning witnesses in depositions about intimate aspects of the CEO's
personal life. DHA seeks partial summary judgment as to this one issue because Plaintiffs
theory is without legal or factual support, and dismissal of the condo allegation will stop this
unwarranted attack on Dr. Fox.
2.
Partial summary judgment is appropriate for a number of reasons. First, DHA's
CEO acted within the scope of her authority in initiating the condominium lease since DHA's
funding agent, the Health Resources and Service,s Administration (HRSA), approved the lease.
,
Second, even if Plaintiff could demonstrate

that DHA's CEO occasionally used the
. .
condominium for personal purposes, it is undisputed that DHA used the condominium for
business purposes, and Plaintiff can point to no criminal statute that would prohibit some
EXHIBIT
PD.1902044.2
collateral personal use. See Wheeler v. BL Development Corp., 415 F.3d
39~ ,"
404 (5th Cir.
1999) (holding that, in wrongful discharge cases premised on reporting criminal acts, the
employee must both have a good faith belief that the reported conduct is criminal and "come
forth with evidence establishing [that the action complained of] constitute[s] criminal activity").
Finally, even assuming Plaintiff could establish some wrongdoing (which he cannot), his
participation in the leasing of the condominium would mandate partial summary judgment for
DHA under the doctrine of in pari delecto, which prevents courts from extending aid to either of
the parties to a criminal act. See Am. Int 'l Group v. Greenberg, 976 A.2d 872, 882 (Del. C. C.
2009) ("In pari delicto is a general rule that courts will not extend aid to either of the parties to a
criminal act or listen to their complaints against each other but will leave them where their own
act has placed them.").
3.
In addition to partial summary judgment, DHA requests that a protective order be
entered to forbid Plaintiffs counsel from delving into three areas having absolutely no relevance
to the instant suit. See 8 Wright & Miller, Federal Practice and Procedure, 2037, at 499-500
(2d ed. 1994) (explaining that a protective order providing that a deposition shall not be taken is
appropriate when it clearly appears that the information sought is wholly irrelevant and could
have no possible bearing on the issues of the case). These areas are:
1.
An alleged dispute between the University of Mississippi
Medical Center ("UMMC") and DHA having to do with the
implementation of a system for electronic health records;
2.
Allegations of improper donations to the University of
Mississippi by Allscripts, a provider of software for electronic
health records; and
3.
A general claim that D HA appropriated federal gr"ant
money to programs that were not executed welL
4.
2
PD .I 902044.2
DHA also requests that the protective order limit the number deposilions that may
I
be taken by Plaintiff's counsel. To date, Plaintiff's counsel has taken a total of 13 depositions
and has indicated his intent to take 13 more. Many of these depositions Plaintiff's counsel seeks
to take are of witnesses who have little or no relevant information regarding the issues in this
suit. It is well established that a trial court is entitled to prevent or limit depositions that would
be irrelevant or cumulative. See Haley v. Harbin, 933 So. 2d 261, 263 (Miss . 2005) (holding that
the trial comi impermissibly allowed discovery that was "grossly excessive in number"); see also
In re Evangeline Refining Co., 890 F.2d 1312, 1320-21 (5th Cir. 1989) (holding that the trial
comi' s refusal to issue a deposition subpoena was not an abuse of discretion where the
"deposition sought was of limited probative value and largely cumulative").
5.
In
addition
to
the
supporting
memorandum
of authorities
submitted
contemporaneously herewith, DHA relies upon the following .exhibits, a true and correct copy of
which is attached hereto:
A.
Deposition Notices;
B.
Plaintiff's Counsel's Letter;
C.
DHA Articles and Bylaws;
D.
Plaintiff's Deposition;
E.
Plaintiff's Policy and Procedures Acknowledgement;
F.
DBA Policy and Procedures Manual;
G.
Plaintiff's Employment Contract;
H.
James Keeton's Deposition;
I.
John Hilper's Deposition;
J.
Roy Campbell's Deposition;
K.
Plaintiffs Complaint;
....
3
PD.I902044 .2
3. .
L.
Patrick Owens' Deposition;
M.
Chip Morgan's Deposition;
N.
Richard Washington Affidavit;
0.
DHA Condominium Proposal;
P.
Karen Fox Affidavit;
Q.
HRSA Approval;
R.
DHA Affidavits;
S.
Ricky Boggan's Deposition;
T.
Sam Dawkins' Deposition;
u.
Cindy Boykin's Deposition; and
v.
Jane Calhoun's Deposition.
In further support of their motion, DHA submits the following itemization of
undisputed facts relied upon and not genuinely disputed, pursuant to Rule 4.03 of the Uniform
Circuit and County Court Rules:
a.
Plaintiff was hired by DHA as a Senior Vice President in April 2009 and signed
an employment agreement on April20, 2009.

b.
DHA submitted to HRSA a proposal for the lease of a condominium in Oxford,
Mississippi.
c.
HRSAapproved the lease on July 20,2009.
d.
Plaintiff negotiated and signed for the condominium lease and was responsible for
furnishing the condominium.

e.
4
PD. 1902044 .2
The condominium was utilized for DHA business purposes.
f.
In March 2010, Plaintiff met with Dr. James Keeton, who is Vice Chancellor of
University of Mississippi Medical Center and was then a member of the DHA Board. During
that meeting, Plaintiff told Keeton that he believed criminal activities were going on at DHA.
g.
Dr. John Hilpert Hilpert, Chairman of DHA' s Board of Directors, subsequently
met with Plaintiff to discuss the allegations.

h.
DHA eventually hired the law firm of Bradley Arant Boult Cummings, LLP, in
Jackson, Mississippi to investigate Plaintiffs allegations.

1.
The law firm's investigation found that Plaintiffs allegations were without any
evidentiary support.
J.
After reviewing the investigation findings , the Board of Directors concluded that
Plaintiffs accusations of criminal conduct were not only baseless but were made in bad faith and
had cost DHA thousands of dollars in investigatory fees.
k.
Plaintiffs resignation was sought by the Board, but he refused to step down from
his position.
1.
Plaintiff was tenninated from his position on May 28 , 2010.
WHEREFORE, PREMISES CONSIDERED, DHA
r~spectfully
requests an entry of
partial summary judgment and a protective order limiting further discovery.
5
PD.!902044 .2

PHELPS DUNBAR, LLP
BY: ~~~~~~~~------------
Gary E. riedman, MB #5532
Gregor Todd Butler, MB #1 02907
4270 I-55 North
Telephone: 601-352-2300
butlert@phelps. com
6
PD.I902044 .2
I
States mail, postage prepaid, a true and correct copy of Defendant's MOTION FOR PARTIAL
SUMMARY JUDGMENT AND FOR PROTECTIVE ORDER to the following counsel of record:
Jim Waide, Esquire

WAIDE &ASSOCIATES,P.A.
Attorneys at Law
THIS, the
7
PD. l902044 .2
ih day of February, 2011.
--------
--
------------------- ------
ORIGINAL TRANSCRIPT
IN THE CIRCUIT COURT OF LAFAYETTE COUNTY,
MISSISSIPPI
JAMES WAYMON HAHN
PLAINTIFF
VERSUS
CAUSE NO. L10- 441
DEFENDANT
DEroSITIOV OF JOHN HILPER
APPEARANCES:
JAMES D. WAIDE III, ESQUIRE
Waide & Associates

Tupelo, Mississ1ppi 38804
REPRESENTING THE PLAINTIFF

GARY E. FRIEDMAN, ESQUIRE
Phelps Dunbar
4270 I-55 North
Jackson, Mississippi
39211
REPRESENTING THE DEFENDANT

ALSO PRESENT:
James Hahn & Karen Fox, M.D.
Taken at the instance

In the Law offices of
4270 I-55 North
on November 29, 2010,
REPORTED BY:
of the Plaintiff
Phelps Dunbar
39211
at 10:30 a.m.
SANDRA MUELLER, CSR, RPR

CSR NO. 1832
EXHIBIT
~------------~1
~ i1~Ec.
r'\
t..
(60 1) 825-6339
Fax (601 ) 825-J ]54
P. 0 . Box 173 1, Jackson,MS 39215
- -------- ---------- --
www.sharronallen.com
- -- - ------ ~-
., ______ -- ----- ------4
organization of the Delta Health Alliance 1n that first
year after my arrival at Delta State.
Q.
Do you know whose idea it was to create the
Delta Health Alliance?

I believe that the idea originated with
A.
Brad Prewitt.
Tupelo.
washington.
discussed it.
10
Q.
11
12
13
You may know Brad, because he's from
He lives in Tupelo now.

He had the concept.
He was working in
He and chip Morgan
Excuse me for interrupting.
was Mr. Prewitt
on senator cochran's staff at that time?

A.
I believe that he was.
I'm not totally sure
of that, but I believe that he was.
14
Q.
You say he and chip Morgan discussed it?
15
A.
That's correct.
Then there were meetings at
16
Delta State -- now, all of this predates me, so I'm
17
just reciting history that I've been told
18
David Potter, who was my predecessor, and some of his
19
staff, including Dr. Myrtis Tabb, were in on the early
20
discussions.
21
Q.
22
23
24
25
and Dr.
Did you ever directly talk with
senator cochran about it yourself?

A.
Not prior to its formation, but I have
subsequently talked to senator cochran.

Q.
well, I'll get you to elaborate on it if you
35
property.
Q.
or purchase it as well?
A.
I would assume she does, yes.
Q.
All right.
Let me see if I understand.
when
did you first learn that Delta Health Alliance had an
apartment leased -- a condominium leased -- and office
space leased in oxford? was that before or after
Mr. Hahn made his complaint to you?
A.
After.
10
Q.
After?
11
A.
well, now, wait a minute.
12
Yes, it was after
Mr. Hahn made his complaint to me.
13
Q.
okay.
14
A.
I'm sorry,
15
Q.
Once --
16
A.
Mr. Hahn did not, but I don't know who did.
17
Q.
once you were told about it, did you make
18
19
20
21
22
And who told you about it?

I
don't recall.
some i nvesti gati on of it at that p oint?

A.
Yes.
we included it then in what we asked
the law firm to look into for us.

Q.
All right.
Is there a report from the law
firm about the apartment?
23
A.
There was a verbal report to the board.
24
Q.
Not a written report?
25
A.
No.
37
of what they had been pay1ng for apartments -- or hotel
rooms.
A.
Could you ask that question aga1n.
Q.
The law firm told the board that the law firm
had obtained documentation about the amount of monies
it had been paying for hotel rooms in connection with
Delta Health Alliance business?
A.
Yes.
Q.
Did they give you an idea of how much money
10
that was?
11
A.
I don't recall.
12
Q.
Did they give you an idea about who these
13
people were that were staying in the hotel rooms, their
14
identities?
15
A.
Staff of Delta Health Alliance 1s all I know.
16
Q.
staff of Delta Health Alliance?
17
A.
That's correct.
18
Q.
Do you know of anybody who stayed there other
19
than, say, Dr. Fox?
20
A.
Do I personally know?
21
Q.
Yes, s1r.
22
A.
I'm sorry, I can't recite those names to you.
23
I don't know.
24
Q.
25
Is there any record of who has stayed there
s1nce the condominium was built?
38
A.
I don't know.
Q.
Do you know whether there 1s such a record?
A.
No.
Q.
Did the law firm tell you that people had
been staying there on legitimate business since it was
built?
A.
Yes.
Q.
They did?
A.
Yes.
10
Q.
But there's no written record of that so far
11
as you know?
12
A.
I don't know where there's a written record.
13
Q.
How much money is being spent on the
14
15
16
condominium and the office space?

A.
To my knowledge, it's somewhere between two
and three thousand dollars a month.
17
Q.
Together or for each?
18
A.
I don't know the answer to that.
19
Q.
Has the office space ever been used, to your
20
knowledge?
21
A.
I don't know, s1r.
22
Q.
Is there any furniture 1n the office space,
23
to your knowledge?
don't know.
24
A.
25
Q.
we've gone over the things here that you had
_ -_~-~----=---~-=-==============--==----------------~
~-------------
ORIGINAL TRANSCRIPT
MISSISSIPPI
JAMES WAYMON HAHN
PLAINTIFF
VERSUS
CAUSE NO. L10- 441
DEFENDANT
DEFOSITIOV OF OfiP /'vVRGAN
A PPEARANCES:
Waide & Associates


Phelps Dunbar
4270 I-55 North
Jackson, Mi ssi ssi ppi . 39211
ALSO PRESENT:
Karen Fox, M.D.
Taken at the instance of the Plaintiff

In the Law offices of campbell DeLong
923 washington Avenue
Greenville, Mississippi 38702
on December 8, 2010, at 9:43 a .m.
REPORTED BY:
KELLY JACKSON, CSR

CSR NO. 1823
EXHIBIT
I
(601) 825-6339
Fax (601) 825-1154
P. 0. Box 1731, Jackson , MS 39215
----- ----
www .sharr onallen .com

- - - --
--- -
----- ---- ---
Q.
1
2
How many business members are there?
roughly.
A.
2500.
Q.
How long have you been the executive
Just
director?
A.
Since '82, 1982.
Q.
How old are you?
A.
Fifty-nine.
Q.
Mr. Morgan, did you have some involvement 1n
10
starting a nonprofit corporation called non -- I'm
11
sorry -- called Delta Health Alliance?
12
A.
I did.
13
Q.
Tell me what you know about how they got
14
started and what your involvement in it was.
15
A.
It was a concept born by a staff person for
Q.
A.
Q.
20
A.
(Nods affirmatively)
21
Q.
You're answering yes?
23
A.
Yes, yes.
24
Q.
And did Mr. Prewitt contact you about it?
25
A.
Yes.
22
It was Mr. Prewitt's
idea?
I'm sorry.
contained 1n the bill in congress that set it up?

don't know.
don't know that.
A.
Q.
But it has a number of university members and
it has a Delta Health council as members?
A.
Right.
Q.
How is the board of directors selected?
A.
well, the bylaws have the board of directors
defined in them.
9
10
Right.
well, each member of certain universities 1s
Q.
a member.
correct?
11
A.
That's correct.
12
Q.
And then there are other members appointed --
13
A.
-- by Delta Health council.
14
Q.
Delta council appoints
15
A.
That's correct.
16
Q.
-- other members?
17
A. .
correct.
18
Q.
Does Delta council appoint the majority,
That's correct.
19
then, or is a majority made up of the members appointed
20
by
21
A.
There originally were five members 1n the
22
originally bylaws, and the non-Delta council members
23
moved two years ago,
24
less
25
Delta council members to the board; which we recused
~-
believe -- two years, more or
to go to expand the board to include four more
ourselves from that vote, of course.
All right.
Q.
it turns out, there's now a majority of the board --
correct.
A.
Let
him finish his question before you try to answer.
Okay.
THE WITNESS:
BY MR. WAIDE:
so as we sit here today, the Delta council
Q.
appoints the majority of the board of directors.
10
11
A.
Yes.
12
Q.
And about when did that start? when did that
13
happen?
14
A.
Approximately two years ago, I believe.
15
Q.
All right.
when it was originally funded,
16
when you got the first congressional appropriation, I
17
assume that that was done by Mr. Prewitt talking to his
18
boss, senator cochran.
Is that how that worked?
19
A.
I don't know.
20
Q.
Do you know.
21
A.
I don't know.
22
Q.
well, how's it done now?
23
funding from year to year now?
24
how does that work?
--
--
How do they get
who talks to who and
Well, that's a request that's made by staff,
A.
25
-
Hold it just a second.
MR. FRIEDMAN:
-- - -
so you recused yourself, but as
11
,.
1
2
3
4
5
Senator Cochran.
MR. FRIEDMAN:
BY MR. WAIDE:
Q.
-- senator cochran's staff and request the
funding, or is there some other source of funding?

A.
Well , oe l ta Health Alliance seeks competitive
grants and has been successful at seeking competitivley
awarded grants.
funds that are competitively awarded through the
federal government, which is the money senator
10
so it has those funds, and it has the
cochran brings.
11
Q.
12
figures, and
13
not have been attributed,
14
appropriated in congress by senator cochran.
15
mistaken about that?
16
grants they would have gotten that would not have gone
'17
through an appropriation obtained by senator cochran?
18
19
A.
All right.
well,
looked at the 2008
saw very little, if anything, that would

I
thought, to money
Am
or are there some competitive
can't answer that for 2008.
certainly
there are today, but --
20
Q.
There are today?
21
A.
Yes.
22
Q.
okay.
where else do they come from other
23
than congressional appropriation obtained through
24
senator Cochran's office? .
25
A.
competitively awarded grants from healthcare
- - - - - - ----------- - - - - - - - -

STATEMENT OF ACTIVITIES
FOR THE YEAR ENDED JUNE 30, 2008
)
UNRESTRICTED NET ASSETS
Unrestricted support and revenue:
Support:
Contributions
Federal financial assistance:
CDC Community Health Promotions Programs grant
HRSA Delta Health Initiative grant
HRSA Delta State Rural Development Network grant
AHRQ The BLUES Project grant
RD Rural Community Assistance Partnership grant
254,426.49
12,868,683.46
174,359.91
73,729.26
135,770.80
13,549,437.92
Total support
Revenue:
Program, service fee and other income
166,355.32
13,715,793 .24
Total unrestricted support and revenue

Expenses:
Program Services (Projects) :
Delta Diabetes
Electronic Health Records
Health Education
Health Connect
Delta Teacher Shortage
Delta Nursing Shortage
Agromedicine
Health Services
Delta Child Health
Youth Career Opportunities
Mississippi in Motion
Coordinated School Health
Healthy lifestyles
Health and Wellness
Promoting Wellness
Distance Education
Workforce Training
Rural Tale-Emergency
Health Care Workforce
Rural Hospital Facililty Planning
HIV
Stroke
Mississippi Delta Health
Community Health Centers
Hamilton Eye Institute
Executive in Residence
1,775 ,385.07
1,245,648.68
8,390.34
160,233.72
603 ,594.76
546,500.96
308,755.41
235,675.43
165,845.34
150,953.98
162,081 .17
169,222.71
249,045.81
49 ,046.31
28,255 .69
241,334.38
476,645.93
126,078.97
127,742.80
217,924.99
35,532.60
232,434.82
56,916.09
865,849.66
24,992.86
1,057.08
6,285 ,145.56
Total Program Services

Supporting Services:
General and administrative
3,594,274.63
Total expenses
11 ,879,420.19
Increase in unrestricted net assets
NET ASSETS AT BEGINNING OF YEAR

/
I
NET ASSETS AT END OF YEAR
See Notes to Financial Statements.
42,468.00
1,836,373.05
,_____
EXHIBIT
))-
2,452,491~5
$
4,288 ,864.40
Page2
DELTA HEALTH ALLIANCE , INC.

STATEMENT OF CASH FLOWS
CASH FLOWS FROM OPERATING ACTIVITIES :

Increase in net assets
Adjustments to reconcile increase in net assets to net cash
provided by operating activities:
Depreciation
(Increase) decrease in operating assets:
HRSA Delta Health Initiative grant receivable
CDC Community Health Promotions Programs grant receivable
HRSA Delta State Rural Development Network grant receivable
Other receivables
Increase (decrease) in operating liabilities:
Accounts payable - projects
Accounts payable - general and administrative
Payroll taxes withheld and accrued
429,418.18
(239,303.09)
190,821.43
(16,914.45)
6,571.44
1,011,874.06
(941 ,541.06)
(5, 143.05)
Net cash provided by operating activities
2,272,156.51
CASH FLOWS FROM INVESTING ACTIVITIES:

Payments for property and equipment
(2 ,151,680.88)
BEGINNING CASH AND CASH EQUIVALENTS

ENDING CASH AND CASH EQUIVALENTS
See Notes to Financial Statements .
1,836,373.05
31 ,830.72
152,306.35
Page 3
......

STATEMENT OF FUNCTIONAL EXPENSES
)
HRSA Delta
Health
Initiative
Grants to subrecipients:
University of Mississippi Medical Center
Delta Diabetes
Total Univ. of Miss. Med. Center
Delta State University:
Health Education
Delta Teacher Shortage
Delta Nursing Shortage
Total Delta State University
603,594.76
546,500.96
11150,095.72
Mississippi State University:

Agromedicine
Health Services
Health Connect
Delta Child Health
Youth Career Opportunities
Mississippi in Motion
Coordinated School Health
Total Miss. State University
226,472.42
235,675.43
160,233.72
165,845.34
150,953.98
162,081 .17
169,222.71
1,270,484.77
Mississippi Valley State University:

Healthy Lifestyles
Health and Wellness
Total Miss. Valley State Univ.
University of Southern Mississippi:
Center for Distance Education
of Minority Health Professionals
Total Univ. of Southern Miss.
Capps Center:
Workforce Training
Total Capps Center
Mississippi State Hospital Association:
Rural Tale-Emergency
Health Care Workforce
Rural Hospital Facility Planning
Total Miss. State Hasp. Assoc.
Jackson State University:
HIV
Stroke
Mississippi Delta Health
Total Jackson State University
Mississippi Primary Care Association:
Community Health Centers
Total Miss. Primary Care Assoc.
University of Tennessee:
Hamilton Eye Institute
Other:
Executive in residence
$ 1,755,617.45
1 ,2451648.68
3,001,266.13
Total Program Services
Funding Source
CDC Comm.
Health
Promotions
19,767.62
HRSA
Team
Sugar Free
$ 1,775,385.07
1,245,648.68
3,021 ,033.75
19,767.62
8,390.34
8,390.34
603 ,594 .76
546,500.96
11158,486.06
8,390.34
82,282.99
249,045.81
28,255.69
277,301.50
Total
82,282.99
308,755.41
235,675.43
160,233.72
165,845.34
150,953.98
162,081 .1 7
169,222.71
1,352,767.76
491046.31
49,046.31
249,045.81
771302.00
326,347.81
241 ,334.38
241 ,334 .38
241,334.38
241,334.38
476,645.93
476,645.93
476,645.93
476,645.93
126,078.97
127 ,742.80
217,924.99
471,746.76
126,078.97
127,742.80
217,924.99
471,746.76
35,532.60
232,434.82
56,916.09
324,883.51
35,532.60
232,434.82
56,916.09
324,883.51
885 ,849.66
885,849.66
885,849.66
885,849.66
24,992.86
1,057.08
$ 8,100,665.44
24,992.86
1,057.08
159,487.26
24 ,992.86
$ 8,285,145.56

Page 4
'\
\__
DELTA HEALTHALLIANCE, INC.
STATEMENT OF FUNCTIONAL EXPENSES
HRSA Delta
Health
Initiative
Supporting Services;
General and Administrative:
Salaries
Payroll taxes & fringe benefits
Advertising
Travel
Supplies
Staff training
External evaluation
Consulting
Independent review committee
Coalition meeting cost
Technical support services
Electronic health records expense
Postage and shipping
Vehicle lease
DHA vehicle expense
Building insurance
Contractual consulting
Custodial services
Administrative fee
Accounting services
Audit
Health policy advisor
Webpage hosting
Public health education & awareness
Medical Director
Copying services
Wealth strategies advisor
Telephone
Repair and maintenance
Utilities
Building rent
Depreciation
Dues
Other
Total Supporting Services
731,866.60
130,736.22
425.00
53,034.41
17,547.47
CDCComm.
Health
Promotions
HRSA
Team
~arFree
106.37
800.00
6,418.80
14,916.71
160,000.00
3,797.00
21,600.00
14,691.79
8,655.20
1,030,583.82
1,870.08
4,959.57
51 ,856.88
6,364.27
2,540.15
7,879.51
50,826.62
4,585.26
ORA
Rural Comm.
Assistance
46,989.03
4,599.45
Indirect
Costs
362.30
44,509.36
73 ,499.54
921.24
32,687.28
68,993.73
11,274.56
Non-Grant
4,591.68
3,580.70
8,457.17
19,500.00
552.44
790.89
1,917.33
2,834.04
9,796.57
664.00
15,455.48
2,605.00
68,750.01
16,825.00
34,500.00
6.46
15,303.00
3,291 .70
369.36
52,359.39
3,560.00
38,158.05
8,217.40
2,719.44
24,574.82
190.00
3,420.00
3,590.00
49.95
10,071.25
528.00
45,833.34
249.75
5,953.92
2,880.00
1,279.50
72,670.31
27,363 .14
2,835.24
7,874.01
7,088 .90
3,862.30
96,500.89
58,654.18
87,997.94
15.23
32,468.00
272.14
3,282.50
(38,158.05)
3,866.64
398,528.54
(15,726.05)
Total
16,006.70 $
(149.69)
1,119.50
8,774.00
32,455.37
7,980.00
179,046.36
7,030.00
26,200.00
19,591.50
249.75
127,172.91
51 ,541 .08
1,850.00
1,022.93
47,656.49
3,505.48
4,854.39
$ 2,792,774.86
Funding Source
HRSA
AHRQ
Blues
87,147.91
942,055.19
219,741 .42
2,146.24
99,634.62
112,918.12
11,274.56
160,000.00
4,916.50
21,600.00
14,691 .79
17,112.37
1,050,083.82
4,346.31
8,584.50
9,796.57
24,741.00
72,485.67
14,723.00
293,629.71
27,445.00
60,700.00
19,591 .50
549.45
137,244.16
60,375.00
3,129.50
1,022.93
85,970.83
6,340.72
16,404.69
32,468.00
67,435.01
6,842.50
(15,726.05)
$ 3,594,274.63
Page 5

NOTES TO FINANCIAL STATEMENTS
YEAR ENDED JUNE 30, 2008
Note A- Nature of Activities and Significant Accounting Policies

Nature of Activities
Delta Health Alliance, Inc. (the Organization) was formed for the purpose of addressing health related
issues in the Mississippi Delta. The Organization is comprised of the following institutions: Delta Council,
Delta State University, Mississippi State University, Mississippi Valley State University and the University
of Mississippi Medical Center. Representatives from each institution make up the Board of Directors . In
addition to the Board members, there are a number of partners such as the Mississippi Medical
Association, the Mississippi Hospital Association and other state universities and local health-related
organizations in the Mississippi Delta . The organization is supported primarily through government
grants.
Estimates
The preparation of financial statements in conformity with generally accepted accounting principles
requires management to make estimates and assumptions that affect certain reported amounts and
disclosures. Accordingly, actual results could differ from those estimates.
Property and Equipment
Purchased property and equipment is capitalized at cost. Donations of property and equipment are
recorded as contributions at their estimated fair value. Such donations are reported as unrestricted
contributions unless the donor has restricted the donated asset to a specific purpose. Assets donated
with explicit restrictions regarding their use and contributions of cash that must be used to acquire
property and equipment are reported as restricted contributions. Absent donor stipulations regarding how
long those donated assets must be maintained, the Organization reports expirations of donor restrictions
when the donated or acquired assets are placed in service as instructed by the donor. The Organization
reclassifies temporarily restricted net assets to unrestricted net assets at that time . Maintenance and
repairs are charged to expense when incurred. Renewals and betterments of a nature considered to
materially extend the useful lives of the assets are capitalized . Property and equipment are depreciated
using the straight-line method over the estimated useful lives of the related assets which range from 5 to
10 years.
Financial Statement Presentation
The Organization is required to report information regarding its financial position and activities according
to three classes of net assets: Unrestricted net assets, temporarily restricted net assets, and permanently
restricted net assets. There were no temporarily or permanently restricted net assets during the period
ended June 30, 2008.
Income Taxes
The Organization is a not-for-profit organization that is exempt from income taxes under Section 501 (c)(3)
of the Internal Revenue Code and classified by the Internal Revenue Service as other than a private
foundation .
)
._./
Page 6

Qash and Cash Equivalents

For the purpose of the statement of cash flows, the Organization considers all highly liquid investments
available for current use with an Initial maturity of three months or less to be cash equivalents. All of the
Organization's cash and cash equivalents currently consist of four checking accounts maintained in a
local bank. One of the accounts is used exclusively for the Rural Community Assistance Partnership
funds as the grant requires that these funds be held in a separate account.
Note B- Federal Financial Assistance

The Organization has been awarded grants from the Centers for Disease Control, Health Resources and
Services Administration, Agency for Healthcare Research and Quality and Delta Regional Authority to
fund its various health related projects. These grants are considered to be exchange transactions.
Accordingly, revenue is recognized when earned and expenses are recognized as incurred .
The organization is currently operating under the following federal grants:
Delta Health Initiative- This grant is from the Health Resources and Services Administration . The project
period is from July 1, 2006 through June 30, 2011 . The approved funding for the initial year July 1, 2006
through June 30, 2007 was $24,750,000.00 with recommended funding for each of the next four years of
$24,750,000.00 each. At June 30, 2008, the Organization was operating under the initial period grant.
Unspent allocated funds from the first year appropriation at June 30, 2008 totaling $3,320,524.00 were
allowed to be rolled into the next year's approved appropriation of $24,750,000.00 beginning July 1, 2008.
The grant is funded to support approximately twenty-eight health related projects that benefit the
Mississippi Delta area and for general and administrative expenses of the organization .
Community Health Promotions Programs- This grant is from the Centers for Disease Control and
Prevention . The apprl?ved funding for ~he period September 30, 2004 through September 30, 2007 was
$2 ,214,000.00. The grant was funded to support five health related projects that benefit the Mississippi
Delta area and for general and administrative expenses of the Organization .
Delta State Rural Development Network Grant Program -This grant is from the Health Resources and
Services Administration. The project period is from September 1, 2007 through August 31 , 2010. The
approved funding for the initial year September 1, 2007 through August 1, 2008 was $531,235.00 with
approved funding for the second year and recommended funding for the third year of $531,235 .00 each.
The grant was funded to support an innovation project in cooperation with partners of the Team SugarFree initiative in the area of Health Information Technology- to improve functionality of and access to
diabetic patient medical record systems.
The BLUES Project: Improving Diabetes Outcomes in Mississippi with Health I.T. - This grant is from
the Agency for Healthcare Research and Quality. The project period is from September 30, 2007 to
September 29, 2010. The approved funding for the initial year September 30, 2007 through September
29, 2008 was $367,561 .00 with approve funding for the second year of $408 ,964 .00 and recommended
funding for the third year of $305,892.00. The grant was funded to support the Organizations efforts in
utilizing Information technology to improve diabetes outcomes in the Mississippi Delta .
Rural Community Assistance Partnership- This grant is passed through Delta Regional Authority from
Rural Development. The project period is from October 1, 2007 through September 30, 2008. The total
amount of the grant is $500,000.00 and is to provide additional funding to support the Electronic Health
Records project of the Organization.
)
Page 7

YEAR ENDED JUNE 30 , 2008
Note C- Accounts Receivable- Grants

Accounts receivable consist of cash drawdowns on grants awarded to fund costs of activities of the
organization that have been incurred as of June 30, 2008 but not yet paid.
As of June 30, 2008, accounts receivable from grants was composed of:
Grants:
HRSA Delta Health Initiative
HRSA Delta State Rural Development Network
Total grants receivable
Total accounts receivable
2,922,292 .71
16914.45
2,939,207 .16
2 939 201 j6
NoteD- Restricted Drawdowns:
Once grants are awarded, funds are drawn down by the Organization as needed to pay liabilities incurred
in the operations of the various projects approved by the grantor agencies. Each grant agreement has
its own requirements concerning drawdown of cash funds . Grant payments from the Health Resources
Services Administration (HRSA) have been subject to special restricted drawdown requirements since the
inception of the Organization due to the Organization's short time of existence. Detail documentation
supporting the requested cash drawdowns had to be furnished to HRSA prior to the release of funds so
that HRSA personnel could verify the allowability of the expenditures. This restriction was lifted
subsequent to year end .
Note E- Use of Facilities

The Organization leases its office building from the Mississippi Agricultural and Forestry Experiment
Station for the below-market rate of $1 .00 per year to be paid in arrears. The fair market rental value of
the use of the building has been determined to be $32,468 .00 per year. Consequently, the Organization
has recognized contribution revenue of $32,468 .00 and rent expense of $32,468 .00 in the financial
statements for the year ended June 30, 2008.
Note F - Retirement Plan

The organization has a defined contribution 403(b) retirement plan . All full-time employees are eligible to
participate upon signing an employment contract. Participants become fully vested after six months of
service. The plan also provides for employee elective deferrals. The plan is administered by TIAACREF. The plan was adopted July 1, 2006 . During the year ended June 30, 2008, the organization
contributed 11 .3% of qualifying participating employees' wages which amounted to $93,768 .68.
_)
Page 8

Note G- Property and Equipment
Property and equipment consist of the following :

Building leasehold improvement
Office furnishings
Computer equipment
Video equipment
Software and webpage
Transportation equipment
Construction in progress - Executive in
Residence houses
Construction in progress - Heart Center building
75,485 .00
95,753 .85
1,711,523.43
37,317.82
2,037,499.94
132,131.80
467,118.08
36,283.90
4,593,113.82
(451,936.88)
Accumulated depreciation
~
~.:1~:1
H6.91
Depreciation expense for the year ended June 30 , 2008 was $429,418.18 . Of this total, $417 ,334.14 was
for assets acquired with HRSA grant proceeds, $8 ,217.40 was for assets acquired with CDC grant
proceeds and $3,866.64 was for assets acquired with RCAP grant proceeds.
Note H - Subreclpients
The Organization has contracted with nine members and partners for performance of twenty-four different
program service projects during the year ended June 30, 2008 . The subrecipients and projects are
shown on the statement of functional expenses. In connection with these contracts, 69.0% of the CDC
grant expenditures during the current y~ar was pa,ssed through to subrecipients and 74 .0 per.cent of the
HRSA grant expenditures during the year was passed through to subrecipients. The remaining grant
expenditures were expended for local projects or used to pay general and administrative expenses.
Note I - Related Parties
The Delta Health Alliance, Inc. is a not-for-profit organization made up of the following institutions: Delta
Council, Delta State University, Mississippi State University, Mississippi Valley State University and the
University of Mississippi Medical Center. The four university members of the alliance are also
subrecipients of the various federal grants received by the Organization . Delta Council has an agreement
with Delta Health Alliance, Inc. and each subrecipient to receive fees for project oversight and
administration. These fees are to be paid from grant proceeds during the first year or first and second
years of each grant period . The Organization has also received fees for administrative services from
Mississippi State University for services performed in connection with the Agromedicine project.
Note J - Concentration of Credit Risk
The organization maintains its cash in four bank demand deposit accounts at one financial insitution. At
times during the year the balance in the accounts exceeded federally insured limits. The organization has
not experienced any losses in these accounts . The organization believes it is not exposed to any
significant credit risk on cash and cash equivalents.
Page 9

Note K- Financial Dependency and Contingencies

The Organization is financially dependent on various federal grant programs for its continued existence.
Expenditures financed by grants are subject to audit by the appropriate grantor agency . If expenditures
are disallowed due to noncompliance with grant program regulations, the Organization may be required to
reimburse the grantor agency. The Organization believes that disallowed expenditures, if any, found in
subsequent audits would not have a material effect on the overall financial position of the Organization .
_)
Page 10

SCHEDULE OF EXPENDITURES OF FEDERAL AWARDS
Federal Grantor I Program Title
Federal
CFDA
Number
Federal
Expenditures
U. S. DEPARTMENT OF HEALTH & HUMAN SERVICES :

Centers for Disease Control & Prevention
Community Health Promotions Programs
93.283
Health Resources and Services Administration

Delta Health Initiative
93.241
11,688,836.24
93.912
174,359.91
93.226
73,729.26
Delta State Rural Development Network Grant Program

Agency for Healthcare Research and Quality
The BLUES Project: Improving Diabetes Outcomes in
Mississippi with Health IT
Total U. S. Department of Health

& Human Services
445,123.60
12,382,049.01
U. S. DEPARTMENT OF AGRICULTURE:
Rural Development:
Passed through Delta Regional Authority:
Rural Community Assistance Partnership
90 .201
122,797.70
Total U. S. Department of Agriculture
Total expenditures of federal awards
122,797.70
12,504,846.71
See Accompanying Notes to the Schedule of Expenditures of Federal Awards.

Page 10

NOTES TO SCHEDULE OF EXPENDITURES OF FEDERAL AWARDS
Note A- Basis of Presentation

The accompanying schedule of expenditures of federal awards includes the federal grant activity of Delta
Health Alliance, Inc. and is presented on the accrual basis of accounting, except for payments to
subrecipients which are included when the funds are disbursed to the subrecipient. The information in
this schedule is presented in accordance with the requirements of OMB Circular A-133, Audits of States,
Local Governments, and Non-Profit Organizations. Therefore, some amounts presented in this schedule
may differ from amounts presented in, or used in the preparation of, the basic financial statements.
Note B- Subrecipients
Delta Health Alliance, Inc. provided federal awards to subrecipients as follows:
Federal
CFDA Number
Program Title I Subrecipient

Community Health Promotions Programs
Delta State University
Mississippi State University
Mississippi Valley State University
93.283
Delta Health Initiative

Delta State University
Mississippi State University
Jackson State University
Mississippi State Hospital Association
Mississippi Valley State University
University of Southern Mississippi
Mississippi Primary Heathcare Association
Capps Center
93.241
Amount
Provided
11,662.92
103,460.17
125,543.72
109,517.56
1' 141 ,402.09

1,810,135.20
1,374,271 .23
360,110.40
501,317.27
223,739.71
198,320.03
949,392.17
314 117.60
Total
$ 7,222 990 17
_)
/
Page 12
I,.'\

JAMESWAYMONHAHN
PLAINTIFF
vs.
CAUSE NO. : L10-441
DEFENDANT
DEFENDANT'S RESPONSE TO PLAINTIFF'S

SECOND SET OF INTERROGATORIES AND REQUESTS
FOR PRODUCTION OF DOCUMENTS
COMES NOW Defendant, by and through its attorneys of record, and respond to the
Plaintiffs Second Set oflntenogatories and Requests for Production of Documents as follows:
INTERROGATORIES
INTE~OGATORY
NO. 1: Please list the name, address and telephone number of
every person with whom Defendant's consultants consulted in reaching its opinion that
Plaintiff's charges are false.
RESPONSE TO INTERROGATORY NO. 1: See response to Intenogatory No. 2 in
Plaintiffs First Set of Intenogatories, Requests for Production of Documents and Requests for
Admissions.
INTERROGATORY NO.2: Please list the names, addresses and telephone numbers of
all persons who have stayed overnight at the condominium complex in Oxford, Mississippi. For
each such person, describe the purpose of the overnight stay and.state the dates of the stays.
RESPONSE TO INTERROGATORY NO.2: Defendant did not keep a record of the
individuals who used the condominium in Oxford, Mississippi.
However, Defendant has
confirmed that the following individuals have stayed in the condominium overnight:
n"'
Monica Huddleston """"="~
Karen Fox
l....r,,.n_c'
1'\.,...'-"
~~
-
)
Marlin VI' omack

EXHIBIT
In addition,
employee~
of the University of Mississippi School of Pharmacy may have stayed in
the condominium overnight as well as other former employees of DBA, but DHA has nq way of
verifying the . use at this time. DBA will supplement this response as additional information
regarding the use of the condominium is determined.
all persons who have used the office space in Oxford, Mississippi.
RESPONSE TO INTERROGATORY NO.3: Defendant has not kept a record of the

individuals using the office in Oxford and therefore, has no way of determining the names of all
individuals who have used it. However, since November 12, 2010 when the office became
operational, the following DBA employees have used it:
Richard Washington 1
Monica Huddleston
Davis Hayes ~
Taylor Strickland
.~10
Rush Mayo ftfJ" ~H~ XJt' 1
Robert Dale .:l>ouill ~
liA ..._a
Josh Davis " 4oo-\J.9 t..l(l r f"' "
Marlin Womack
Karen Fox
Creston Burse
DBA will supp1ement this response as additional informatiqn regarding the use of the office is
determined.
INTERROGATORY NO. 4:
Please state the total cost of the furnishings of the
-condominium complex in Oxford, Mississippi.
RESPONSE TO INTERROGATORY NO.4: Defendant objects to this Interrogatory

on the grounds that it seeks information that is not relevant to the instant suit and not calculated
to lead to the discovery of admissible evidence.
,..
REQUESTS FOR PRODUCTION OF DOCUMENTS

REQUEST NO. 1:
Please produce for inspection and copying the budget of the
Defendant for the year 2008.

RESPONSE TO REQUEST NO. 1: The requested document for July 1, 2008- June
30, 2009 will be produced as Bates No. DEF-00290 to DEF-00291.

REQUEST NO. 2:

RESPONSE TO REQUEST NO.2: The requested document for July 1, 2009- June
30,2010 will be produced as Bates No. DEF-00292 to DEF-00294.

REQUEST NO. 3:

RESPONSE TO REQUEST NO. 3: The requested document for July 1, 2010- June
30,2011 will be produced as Bates No. DEF-00312 to DEF-00313.

REQUEST NO. 4:
Please produce for inspection and copymg all bills or other
documents which document the work performed by the investigators or outside consultants for
which they charged the Defendant $50,000.00, as alleged in Defendant's Counterclaim.
RESPONSE TO REQUEST NO.4: Defendant objects to this Request oh the grounds
that it seeks information protected by the attorney-client privilege. Without waiving objection,
the requested documents will be produced as Bates No. DEF-00295 to DEF-00307. The bill
from Br'adley Arant for May, 2010 has been revised to cover only the period through May 12,
2010 which is the period relevant to this Request. The total fees and costs for that period was
$17,202:66.
Defendant will consider providing unredacted copies of the relevant bills for
Bradley Arant if an agreement can be reached that provision of these unredacted bills will not
waive the attorney-client privilege other than to the extent already waived by the Defendant.
REQUEST NO. 5: Please produce for inspection and copying all documents which
. demonstrate work performed by Defendant's consultants in investigating Plaintiff's allegations.
RESPONSE TO REQUEST NO. 5: The requested documents previously have been

produced.
REQUEST NO.6: Please produce for inspection and copying all documents which your
consultants gave Defendant regarding each of the charges numbered A through Gin Plaintiffs
Complaint.
RESPONSE TO REQUEST NO. 6: The requested documents previously have been

produced.
Defendant has generated concerning the need for an condominium complex in Oxford,
Mississippi.
RESPONSE TO REQUEST NO. 7: The requested documents previously .have been

produced.
REQUEST NO.8: Please produce for inspection and copying all documents pe1iaining
to Defendant's obtaining an automobile for the use and benefit of Dr. Karen Fox, including, but
not limited to, minutes of the board, leases and bills of sale.
RESPONSE TO REQUEST NO.8: The requested document will be produced as Bates

No. DEF-00292 to DEF-00294 and DEF-00308 to.DEF-00311.
REQUEST NO. 9:
Please produce for inspection and copying all contracts which
Defendant has with Mr. Jere Nash or any company owned or controlled by Nash.
RESPONSE TO REQUEST NO. 9: Defendant objects to tlus Request on the grounds

that it seeks documents not relevant to the instant suit and 11'ot calculated to lead to the di;covery
of admissible evidence.
REQUEST NO. 10: Please produce for inspection and copying all contracts which
Defendant has or has had with Delta's counsel.
RESPONSE TO REQUEST NO. 10: Defendant assumes this request is for contracts
between DHA and the Delta Council. Defendant objects to this Request on the grounds that it
seeks documents that are not relevant to the instant suit and not calculated to lead to the
discovery of admissible evidence. Without waiving objection, the requested documents will be
produced as Bates No. DEF-00314 to DEF-00319.
REQUEST NO. 11: Please produce for inspection and copying all documents whereby
the board of directors of Defendant authorized payment of attorney's fees to John Dunbar.
RESPONSE TO REQUEST NO. 11: The requested document will be produced as
Bates No. DEF-00320 and DEF-00321- DEF-00322.
REQUEST NO. 12: Please produce for inspection and copying
all documents whereby
the board hired John Dunbar to provide Defendant legal services or agree to reimburse Karen
Fox for bills submitted by John Dunbar.
RESPONSE TO REQUEST NO. 12: Defendant is not aware of any .documents falling
within the purview of this Request.
REQUEST NO. 13: Please produce for inspection and copying all bills and all other
documents describing what services John Dunbar provided to the board.
RESPONSE TO REQUEST NO. 13: Defendant objects to this Request on the grounds
that it seeks documents not relevant to the instant suit and not calculated to lead to the discovery
of admissible evidence and invades the attorney/client privilege.
REQUEST NO. 14: Please produce for inspection and copying all emails between Dr.
Karen Fox and Dr. Keith Mansall during the 2009-2010 time period.
that it seeks documents not relevant to the instant suit.
REQUEST NO. 15: Please produce for inspection and copying all documents that will
describe the purposes and dates of use of the condominium in Oxford, Mississippi.
RESPONSE TO REQUEST NO. 15: To the extent not already produced, the requested
documents will be produced as Bates No. DEF-00323 to DEF-00330.
describe purposes and use made ofthe office space in Oxford, Mississippi.
REQUEST NO. 17: Please produce for inspection and copying all documents whereby
any furnishings for the condominium complex have been purchased.
RESPONSE TO REQUEST NO. 17: Defendant objects to this Request on the
ground~
of admfssible evidence.
REQUEST NO. 18: Please produce for inspection and copying all personal notes taken
by John Hilbe1i describing occurrences at any meeting he had with Plaintiff.
RESPONSE TO REQUEST NO. 18: The requested documents will be produced as

Bates No. DEF .. 00331 to DEF-00334.
REQUEST NO. 19: Please produce for inspection and copying all bills of John Dunbar
paid by Defendant.
RESPONSE TO REQUEST NO. 19: See response to Request No. 13 above.
REQUEST NO. 20: Please produce for inspection and copying all bills or invoices
submitted by Jere Nash or any entity controlled by Jere Nash for the years 2009 and 2010.
that it seeks
d.ocwn~nts
not relevant to the instant suit and not calculated to lead to the discovery
REQUEST NO. 21: Please produce for inspection and copying HRSA requirements for
approving proposed construction.
of admissible evidence. Furthermore, Defendant objects on the grounds that the construction
requirements of HRSA are as available to the Plaintiff as the Defendant.
REQUEST NO. 22: Please produce for inspection and copying HRSA requirements for
approving leases.
. RESPONSE TO REQUEST NO. 22: Defendant objects to this Request on the grounds
that it seeks docun1ents not relevant to the instant suit and not calculated to lead to the discovery
of admissible evidence. Furthermore, Defendant objects on the grounds that the
const~uction
requirements of HRSA are as available to the Plaintiff as the Defendant.
REQUEST NO. 23: Please produce for inspection and copymg any bills, legislation or
other documents whereby funds have been appropriated for the benefit of Defendant for the
years 2008, 2009 and 2010.
that it seeks documents not relevant to the instant suit and not. calculated to lead to the discovery
of admissible evidence. Defendant also objects on the grounds that the requested documents are
as accessible to the Plaintiff as the Defendant.
REQUEST NO. 24: Please produce for inspection and copying Defendant's Statement
of Financial Position for the years 2008,2009 and 2010.
RESPONSE TO REQUEST N~ . 24 : Defendant objects to this Request on the grounds
REQUEST NO. 25: Please produce for inspection .and copying Defendant's Statement
of Activities for the years 2008, 2009 and 2010.
RESPONSE TO REQUEST NO. 25 : Defendant objects to this Request on the grounds
REQUEST NO. 26: Please produce for inspection and copying Defendant's Statement
of Cash Flows for the years 2008, 2009 and 2010.
that it se.eks documents not relevant to the instant suit and not calculated to lead to the discovery
REQUEST NO. 27: Please produce for inspection and copying Defendant' s Statement
of Functional Expenses for the years 2008,2009 and 2010.
.
that it seeks documents not relevant to the instant suit and not calculated to .lead to the discovery
REQUEST NO. 28: Please produce for inspection and copying Defendant's Notes to
1
Financial Statemenfs for the years 2008, 2009 and 2010.
RESPONSE TO REQUEST NO. 28: Defendant obj~cts to this Request on th~ grounds
of admissible evidence. The requested documents not subject to objection will be produced as
Bates No. DEF-00323 to DEF-00330.
REQUEST NO. 29:
Please produce for inspection and copying all minutes of
Defendant's Board of Directors meetings in which James Hahn was discharged.

Bates No. DEF-00335.
REQUEST NO. 30: Please produce for inspection and copying all minutes whereby
Boardof Directors authorized a $3,000.00 car allowance for Dr. Karen Fox.
Board of Directors authorized the lease of a condominium in Oxford, Mississippi.
.
Board of Directors authorized change of ERISA plan to compensate some employees at twenty
percent rate~
Bates No. DEF-:.00321 to DEF-00322.
Board of Directors authorized payments of any attomeys' fees for Dr. Karen Fox.
Board of Directors authorized lease of office space in Oxford, Mississippi for Dr. Karen Fox.
REQUEST NO. 35:
Please produce for inspection and copying all documents
evidencing the identities of persons who leased or used the condominium in Oxford, Mississippi.
RESPONSE TO REQUEST NO. 35: Defendant is not aware of any documents falling
within the purview of this Request.

PHELPS DUNBAR, LLP
BY:_L~~~~~~~~==~-
Gary E. F iedman, MB #5532
Gregory odd Butler, MB #1 02907
4270 I-5 North
Telephone: 601-352-2300
butlert@phelps. com
I, GARY E . FRIEDMAN, do hereby certify that I have this day forwarded, via United
States mail, postage prepaid, a true and correct copy of Defendant's Response to Plaintiffs
Second Set of Interrogatories and Requests for Production of Documents to the following:
Jim Waide, Esquire
Attorneys at Law
THIS, the
1st
II
OMB Approval No. 0348-0(
BUDGET INFORMATION- Non-Construction P

SECTION A- BUDGET SUMMARY
Grant Program
Function
or Activity
(a)
1. Delta Health Init.
Estimated Unobligated Funds
Catalog of Federal
Domestic Assistance
Number
(b)
Federal
(c)
Non-Federal
(d)
Federal
(e)
93.912
New or Revised Budget

Non-Federal
(f)
22,3 90,53 8.00
Total
(g)
22,390,538.00
2.
0.00
3.
0.00
' 4.
0.00
5.
Totals
0.00
0.00
22,390,538 .00
0.00
22,390,538 .00
SECTION B- BUDGET CATEGORIES
6. Object Class Categories
GRANT PROGRAM, FUNCTION OR ACTIVITY

(2)
(l)DHA
a. Personnel
(4)
(3)
1,159,659
1,159,65
b. Fringe Benefits
349,405
349,40
c. Travel
131,584
131,58
d. Equipment
539,900
539,90
1,480,155
1,480,15
16,059,6 81
16,059,68
e. Supplies
f. Contractual
g. Construction
559,170
h. Other
- i. Total Direct Charges (sum of 6a-6h)

- k. TOTALS (sum of 6i and 6j)
7. Program Income
559,17
20,279,554
0.00
0.00
0.00
2 0,279,55
2,110,984
j . Indirect Charges
,.
Total
(5)
22,390,538
0.00
2,110,98
0.00
$
$
$
$
0.00
$
$
22,390,538
0.00
Standard Form 424A
Authorized for Local Reproductton
0.00
DEF-00290
Revised 3/6,
SECTION C- NON-FEDERAL RESOURCES

(b) Applicant
(a) Grant Program
(c) State
(d) Other Sources
(e) TOTALS
"
8. Delta Health Initiative (93.912)
0.00
0.00
9.
0.00
10.
0.00
11.
0.00
0.00
0.00
0.00
0.00
12. Total (SUM OF LINES 8-11)
0.00
0.00
- - - -- - - - - -
SECTION D - FORECASTED CASH NEEDS

13. Federal
22,390,538
22,390,538
2nd Quarter
1st Quarter
51
Total for 1 Year
th
3rd Quarter
4 Quarter
14. Non-Federal
15. TOTAL (sum of lines 13 and 14)
0.00
0.00
0.00
0.00
SECTION E- BUDGET ESTIMATES OF FEDERAL FUNDS NEEDED FOR BALANCE OF THE PROJECT
FUTURE FUNDING PERIODS (years)
(a) Grant Program

(b) First
(c) Second
(d) Third
(e) Fourth
16. Delta Health Initiative (93 .912)
17.
~-
19.
20. TOTAL (sum oflines 16-19)
SECTION F- OTHER BUDGET INFORMATION
ln.
21. Direct Charges: $ 20,279,554
Indirect Charges:$ 2,110,9 84 .

'
23 . Remarks :
--- - -
Authorized for Local Reproduction

Standard Form 424A (Rev. 7-97) Page
DEF-00291
Revised 3/6;
OMB Approval No. 0348-0044
BUDGET INFORMATION- Non-C

I
I
Catalog of Federal
Domestic Ass istance
Number
(b)
~--- -
p
-
-~-
-- - -
SECTIO N A- BUDGET SUMMARY
Grant Program
Function
or Activity
(a)
---~-

Non-Federal
(d)
Fderal
(c)
Federal
(e)
Non-Federal
(f)
. Total
(g)
I. Delta Health In it.
93.912
I.
24,599,768.00
24,599,768.00
2.
0.00
3.
I
I
0.00
4.
5.
0.00
Totals
0.00
I
I
a. Personnel ..
... ... ,
.
-~'";.
b. Fringe Benefits
c. Travel
II
., r
2,915 ;747
Total
(4)
.. ,
-...
..
..
2, 915, 74_:7_~.
- "\.:::.
878,515"'
..
. .
121,817
,
I
(3)
(2)
878,"515
I .
d. Equipment
24,599,768.00
(5)
(1) DHA
II
0.00
GRANT PR OGRAM, FUNCTIO N O R ACTIVITY
.$
24,599,768.00
SECTION B - BUDGET CATEGORIES
0.00
121,817 .
,.
. 865,798
86S,798
e. Supplies
II
770,452
770,452
f Contractual
14A6l,l33
14,461,133
g. Construction
I.
252,233
252,233
h. Other
i. Total Direct Charges (sum of 6ac6h)
j. Indirect Charges
k. TOTALS (sum of 6i and 6j)
i
I
i
20,265,695
I
!
0.00
0.00
20,265,695
4,334,073
i
I
24,599,768
0.00
'
'
7. Program Income
0.00
4,3'34,073
!l
0.00
l$
0.00
l$
Authorized for. Local Reproduction
DE F-00292
0.00
24,599,768
$
Standard Form 424A
0.00
Revised 3/6108

(a) Grant Program
(b) Applicant
I
I
(c) State
0.00
(d) Other Sources
0.00
(e) TOTALS
0.00
0.00
0.00
0.00
$.
0.00
0.00
9.
10.
!
I
11.
12. Total (SUM OF LINES 8-11)
0.00
0.00
0.00

. ~j
13. Federal
Total for l'tYear
4 111 Quarter
3rd Quarter
2nd Quarter
I" Quarter
24,59~,768
'$
i
14. Non-Federal
!$
15. TOTAL (sum oflines 13 and 14)

..
-;
...;
-.-~
..
0.00
0.00
.- o.oo
.$
0.00
SECTION E- BVDGET ESTIMATES_O_F F,.EDERAL FUNDS NEEDED FOR BALANCE OF THE PROJECT
. .- . . .
I ..
- ~.
. FUTURE FUNDING PERIODS (years)
(a) Grant Program . i
..
!I
(b) First
(c) Second
(d) Third
I
l O- Qelta Health Initiative (93.912)
24,599,768 . .
..
..
. -
(e) Fourth
..
17.
18.
19.
20. TOTAL (sum of lines 16-19)
21. Direct Charges:$ 20,265,695
!22. Indirect Charges: $ 4,334,073
23 . Remarks:

Standard Form 424A (Rev. 7-97) Page 2
OEF-00293
Revised 316/ 08
.. I
d. Equipment
Total$ 865,798
Company vehicles (2 vehicles* $34,950)
69,900
Data center updates
100,000
Telecom equipment (4 units * $5,000/unit:;: $20,000)

Wide Area Network servers upqrade . :. . ..:1 '.."
..
5- Hardware
'
..
20,000
97,500
578,398
$865,798
-----~'f\\~~~~~~~iz>j~~~~~I<~i[!f: _ _ _ _ _ _ _ _ ,________ ,___ _

~~~x~~-r.Y~~~~~.~-A:)-~~W.u;p..,
- - - - - - - --- - - - - - - - - - - -
Two (2) automobiles required for regional travel, training, county health fairs, usage by scholars
in residence, and other DHI related activities. One vehicle will be primarily used by the Director
of Research. The second vehicle will b'e utilized by tl:,le new Project Director. Both automobiles
are estimated at a total purchase cost of $34,950 based.on historical costs.
(2 vehicles* $34,950 = $69,900)
Data Center Updates in Stoneville ($100,000)
Due to the expansion of DHA services, staff, and programs, the DHA will need to complete an
upgrade and overhaul oftheirexisting data center inStoneville, similar to the upgrade that was
'
required last year at the UMC Data Center.
Telecom Equipment ($20,000)
Telecom equipment purchases include modified racks, servers, switches and routers for the
system, but are purchased as single tmits ;that come pre-assembled from the vendor- thus
meeting the federal guidelines as "equipment". (4 units * $5, 000/unit = $20,000)
' .' . .. .
.
i : ::
.I
Wide Area Network servers upgrade ($97,500)'

Networking and system equipment, servers and routers to upgrade the Wide Area Network
(WAN) system running from Stoneville all DHA project involving Health lnfonnation
Technologies.
to
Electronic Health Records: Equipment ($578,393)

Scann er, w1reIess Gateway an d UJpgrades f<or EHR N etwork
Server/Disk upgrades for expanded capacity
Data Center Server Expansion

$ 452,584
Data Center Network Expansion
Interfaces for Clients
$ 89,789
AllScripts built interface maintenance
$ 36,020
.. TOTAL $ 578,393
. ,; . ,,
. . '''
! ' '\
''I,
16
DEF-00294
Dat~
Invoice#
5/2512010
3386
42 Business Center Drive, Suite 206

Miramar Beach, FL 32550
IV
P.O. No.
Terms
SEARCH POSITION
Description
Amount
Consultant Expense for l'tlview conducted by Dr. Roy H. Sllfgo from April 7th through the 9th.
AIR TRAVEL -Consultant Saigo (Apr 6, 9)
I
...1
AUTO TRAVEL- Mileage (Residence to Airport to Residence) , .
LA.J ~ \ e ~\. ~S
MISC. EXPENSES-food, parking. gns
AUTO RENTAL- 07767548US5
Delta Health A/11
LODGIJ'J~- Cons~Jljt Sa~t: (3380J24632, 3380356610)
J
-~
\~6~,.-
o:.~=orc
Fund:
0 I
Giant
0\ () j
982.40
70.00
52.90
285.11
416.41
f::.::--%...::;;~--_...-4
-
f Project:_ __~( QC) - - ,~ -Q I - .........- ...._ _
Gl:_...._....]'-'-<~f>:..::::.:cJ0:::::._
..
ProJect:
()0
-......-..;..;::::.. __.____
Dept
7J
---
f GL:__ /()~_<?. ___ ,__
'&r
'7" .;: U t:;{J.!!_
~.l&pt:
f.
- - --.........._ _
.J /,ppr.:Jved b}':~---
loste:_ fD=.<t-to
O(
Approved by; _c42_
t_
--
- -- ..._.__ _
Total
$1,806.82
Payments/Credits
Balance Due
$0.00
$!,806.82
Phone#
Fax#
E-mail
WebSite
850 650 2277
850 650 2272
robchllll1ling@greenwoodsearch.com
www .grccnwoodsearch.com
~--------~--~------------~----------------------~--------------------------~
DEF-00295
' I
L: --_---- -..- ----.-. --_---..-=:J

--
--
_,
Date
Invoice#
5/25/2010
3385
42 Business Center Drive, Suite 206

Miramar Beach, FL 32550
BiH
ro
---------
---------- -- ------ - - - - -
Description
Consulting Fees- Review conducted by Roy Saigo from April 7th
.. uw
-r\
I
~a -,~V~ .!_!_~~
.Fund:
0\
.G mnt
d-D9
GL;
/DDO
~:.t,J
( 0 :[_ ___________
- r.
I
)Joo
----------PIY.>}act:~(--00 ..
-
0(
~
''\j)j)f'O:d
---~--
0(
!:-}~------
f Ontc~:--(g -';..-( 0
!_
~ __
(o.--'f;...f 0
5,000.00
GIL:
2ttl.::O
t-:A5D'
-~------
rpl:
----- --------- ...
Amount
D0lta HaaHh Al!iat;ce
iSlrant
- - - - --
SEARCH POSITION
Fund:_ _Q~
Dona HeaHh AlllanCQ
Date:
u.,...u 6
O"J D :, j/5{Y"
-~
,c.pproved by:
______ - --- - --
oC
:]-\\"}:. _f
Dept:
__ _____..
Terms
P.O. No.
Project:
---
- --
----
r---
Total
$5,000.00
Payments/Credits
so.oo
..
Balance Due
$5,000.00
Phone#
Fax#
E-mail
Web Site
850 650 2277
850 650 2272
robchanning@greenwoodsearch.com
www.greenwoodsearch.com
DEF-00296
Taylor, Powell, Wilson &_Hartford, P.A.

Greenwood, MS 389309369
(662) 4536432 Fax (662) 455-1841
Website www.tpwh.com
RECEIVEil
DeLTA HEALTH ALLIANCE

P. 0. BOX 277
STONEVILLE, MS 38776
- - _ ___ _ f.r..Y!Jk:fi fi!..Q,___32!1 9 __

Date
07107/2010
Ciient No.
042617
- - ----
.. -
Professional services rendered through 06/19/201 0:

Special research work into various operating practices of the organization
and writing letter to organization president describing findings. Work
performed at request of organization officials.
Invoice Amount
4,875.00
Prior Balance
0.00
Balance Due
--------
Fund:
Gry:tnt
GL:
-----;-....:0\~-/0 U~
G':'Jflt
Prolect:
----~"--... .
..
.
:-------.
t:t'.
I
-,
--....
~ ---
-~
...
Fund:
Delta Heann Alliance

0 0
--~---
GL:____
l~O:::::..::O::::_t.fl__
- . . .AI. . l) 0
ProJect_
~-=---
---:----
Dept;
--....--...
Appi'OYSd ~
Oate:
J . . d-.-, ....10
DEF-00297
..
BRAD.LEY ARAN'f
BOULT CUMMINGS
LLP
POST OmCE BOX 830709

BffiMINGHAM, ALABAMA 35283-0709
DELTA HEALTH ALLIANCE
KAREN FOX, CFO
PO BOX 277
~-..
JJ,.
\~, '~. 1
MAY 6, 2010
D0109-1085BB
()')J'i'
INVOICE #
666796
FED ID NO. 6:1-02.43316
PREVIOUS OUTSTANDING BALANCE

TOTAL THIS BILL
BALANCE DUE
PAYMENTS RECEIVED AFTER 04/30/10
-
ARE NOT REFLECTED ON THIS BILL.
. .. - .. $': 00
$5,856 . 30
$5,856.30
----~---
FOR LEGAL SERVICES AND COSTS POSTED THROUGH 04/30/10

D0109-l08588 ADVICE TO BOARD OF DIRECTORS - DELTA HEALTH ALLIANCE
DESCRIPTION OF SERVICES
04/20/10 RDC
1.75
04/21/10 RDC
1.25
04/22/10 JWMA
2. 00
04/22/10 MCM .
. so
.75
DeltaH
~l'1ta4.o~
r-rm:t:._..'W.-~-+--a_r_
DEF-00298
..
BRAD.LEY -ARANT
BOULT CUMMINGS
LLP
BIRMINGHAM, ALABAMA 35283-0709
PAGE
MAY 6, 2010
D0109-l08588
INVOICE #
-------nESCRIPTTON\J'rSJ.l!R'D"Vo-IT1C....,E""'S-r-- - - - - -- -- -
04/23/lO JWMA
........ --- ...
.-. ..
---
. . .. --- -
--- ------- - -- --- - - - ---- ---
666796
- - - - - --------------- -- -
2.50
- -- - - --- - - - - - - - - - - -- - - - --
04/26/10 JWMA
1. 00
04/28/1.0 JWMA
2.50
04/29/10 JWMA
6.50
.so
04/29/lO RDC
04/30/lO JWMA
6.00
04/30/lO RDC
2.00
FEES
$5,850.00
DEF-00299
--
BRADLEY ARANT
BOULT CUMMINGS
LLP

PAGE
3
MAY 6, 2010
00109 - 108588
DELTA HEALTH ALLI ANCE
INVOICE #
666796
FII:D lD NO.
~JJJ'
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -- -- - - - - -- - -
DESCRIP~ION
OF DISBURSEMENTS
2.25
04 / 20/10
04/20/10 f
4 . 05
COSTS
AMOUNT DUE THIS BILL
.. ..
'
$6.30
$5,856.30
.... -
***** TOTAL DUE UPON RECEIPT *****
DEF-00300
I~
,.
I
BRAD.LEY ARANT
BOULT CUMMINGS
LLP
BIR.MlNGHAM, ALABAMA 35283-{)709
PAGE
DELTA HEALTH ' ALLIANCE '
MAY 6 I 2010
. DOl09-l.OB588
INVOICE #
666 7 96
I'ED 1D NO. &:l-0143316
INDIVIDUAL SUMMARY
NAME
HOORS
- - ---- - - - - - - - - - - - - -- - JAMES W.
MARY C .
MANUEL
MORGAN
ROY D. CAMPBELL
Total
20 .5 0
2 . 50
6.25
29.25
DEF-00301
BRADLEY ARANT
BOULT CUMMINGS
/'
LL.P

ATTENTION: MR, PATRICK OWENS, CFO
PO BOX 277
JUNE 2, 2010
D0109-l08588
INVOICE #
669804
FED ID NO, 63-Cll4Jll6
PREVIOUS OUTSTANDING BALANCE

TOTAL THIS BILL
BALANCE DUE
EAYMEN.TS-R.ECELVED--AE.TER- 0.5./-3..1./-l.Dr- - - - - - - - - - - - - - - - - - - - - _ _ __
ARE NOT REFLECTED ON THIS BILL.
FOR LEGAL SERVICES AND COSTS POSTED THROUGH 05/31/10
DOl09-108588 ADVICE TO BOARD OF DIRECTORS - DELTA HEALTH ALLIANCE
05/02/10 JWMA'
3.50
05/03/10 JWMA
9.50
05/03/10 RDC
9. DO
05/04/10 JWMA
8.50
05/04/10 RDC
4.00
DEF-00302
'
BRADLEY ARANT
BOULT CUMMINGS
LLP
Bffi.MINGHAM, ALABAMA 35283-0709
PAGE
2010
D0109-10B588
JUNE 2,
INVOICE #
669804
05/05/10 JWMA
4.00
05/05/10 MCM
2.75
05/05/10 RDC
6.00
05/06/10 JWMA
6.00
05/06/10 RDC
5 . 25
05/07/10 DST
.25
05/07/10 JWMA
1 . 00
DEF-00303
. '
BRADLEY ARANT
BOULT CUMMINGS
LLP
PAGE
JUNE 2 ( 2010
' D0109-lOB5BB
INVOICE #
669804
05/07/10 RDC
2.25
05/09/10 JWMA
2.00
.05/09/10 RDC
2.00
05/10/10 JWMA
5.50
05/10/10 RDC
4.00
05/ll/10 RDC
3.00
05/12/10 JWMA
1. DO
05/12/lO RDC
5.50
DEF-00304
. '
BRADLEY ARANT
BOULT CUMMINGS
LLP
PAGE
4
JUNE 2 t 2010
D0109-l08588
INVOICE
669804
DEF-00305
... !
BRADLEY ARANT
BOULT CUMMINGS
LLP
POST OFR!CE BOX 830709
BIRMINGHAM. ALABAMA 3528:J-{1709
PAGE
11
2010
DOl09.:.l085B8
JUNE 2,
INVOICE #
669804
FED 10 NO. 63-lll4JJI6
DESCRIPTION OF DISBURSEMENTS
05/10/10
l7l.SO
05/J.O/J.O
3l.l6
COSTS
AMOUNT DUE THIS BILL
***** TOTAL DUE UPON RECEIPT *****
DEF-00306
BRADI:EY ARANT
BOULT CUMMINGS
LLP
BIRMINGHAM, ALABAMA 35283.{)709
PAGE
12
J1JNE 2, 2010
D0109-l0858B
INVOICE #
669804
FED ID NO , 63-lll4lll6
INDIVIDUAL SUMMARY
_ _ _ _ _ _ NAME_ - - - - - - - - - - - - - - - - - - - - , - -- --
---'"""trm.'"'-- - - - - - - - - - - - - -
BETHANY TARPLEY
DAVID STEWART .
JAMES W. MANUEL
MARY C. MORGAN
ROY D. CAMPBELL
Total
DEF-00307
J . )
i ':.
.... . .....
- .
' "
"
.... .. ;
... .
. . . . .. . . .
,..
'
'
: "' ::.:
'',' '
H o
-:-::
'''
,.,. ... , , , "
'"' "''
171,
DELTA HEALTH ALLIANCf!~1fSit)IF{et)\

Payee
Vendor ID
Kossman's Inc.
1024
1712
7/21/2009
Account#:
Amount
$29,265 .62
_____________ge~I!R~?h ___________ _...----- --- -------------Buick Enclave
SHIPPED
.. ...=:=:=- ::::Z:-
JUL 21 2009
. '
..
;l
. -
. P.. .-_E~..TAif'F.:J\~
Tt.i-:A!-,~lA.NCE. ~ !ND.U~ECT .
,_. ... .. :. PO sox- n. . : . . . .._ .
. . : . ..
. .
. .&<TRUST.COMPANY
.. . . , .... : . LELANo; MrsslsstPPI
.;_ .. . : $:~NE~IL?~ ; ;Mt2?1~S!f'.\l ~87-7_6_: - : :: _

.. ': . _
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2
***''Twen,ty_Nln~ Tb6.i.Jsi:~J;ld Twg.Hqnqred -~b~ty fiv.~ );lnd. 62/1dO: Q.on~r$ . , '.. : :. .: , _ .

. . ... : . ... :. . . . : ~ .. .. . : . .. : : .: . . . : ..
. . .. ~... .. . .
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'
..:..: . _. ._. _... ' --._.- . . ., . .. _:- : - ':>,; ._;.::_: .:~\;_ : 7;;:~;o?g ... _:._:/:.:>: . $29,265.62 .
.. ..
-..-.__ - .--,:c: : . ' -:
'AMOUNT
' . .. l .
PAY
:...
. .'
. ...... .
TO THE
ORDER
OF
':
,: Kossma~'s' Inc. .
_.
p'6 130~. 1 - 109 _:
. '
,Ciev~iand, MS 3~7~2, .. , .
J ; ra - - -------~---~~-== -
"
-----'
11
. .
.. .
. AUlHORIZED SIGNAlURE
--- --- --~-'-' --=-'-~...:. :.. _.~-----=---,-~:--~~- ~-: =---=--;::-"~'..:.::=-~~.:._ _
_,_: _____.~._:.~:.,-~'--~ _,L_:~------
00 ~ 7 1. 211' .-1!08 ~ - 20 5 7Dae:-: uB _2000 2 3 38 2u
DEF-00308
,.. ~-.
BELT/:- HEALTH ALLIANCE

Today . Tomorrow. Togcthor .
Invoice#
435 Stoneville Road

P. 0. Box 277
Stoneville, MS 38776
Phone: 662-686-3520
Fax: 662-686~3522
Requisition .
Draw#
Vendor # 1024
Grant: hfQ~~~
Fund it~
Project# JB~1rmlJi!oi!.~>)
-~~~~,.'}J
GL Code: 5320
Date:
7/21/09
.:~
Dept: 01
__Yxp.do'..!.r_,:__-====::::::::0.::2::::4==
- =K:::o::ss:::m:.:an=.::s:_-=:_-=_-=:_-=:_-=:_-=._-=._-=._-=._-:: _-:: _-=._ - -__Encumber.ed-Amt;- - - - - -1- - - - - - Amount of check:
Date of expens&.'i~'0!'0.~
'
Grant Source:
Indirect
5320
Buick Enclave
Requested
by:C:.;;t~ ~. . .L..
Business Mgr:
Administrative
Authorization:
c;;l._~ ~
t}c!Uj/;
$29,265.62
Date:
Date:
Date:
DEF-00309
r.
)
~~-
--
~- .
~ -.
t ..
Ol.DSMO~ILB-BUIQK.-PONTlAC-(,::A.J,)lLLA\'..-OMCCHBVl,.,~iJ~T
t". HW;f 61 SOUTII'- P.O: BOX 1109
.. 'CLEVELAND, M1SSISSIPPI 38732
.
PH. (66:2) 842-7.6811
CITY
PAX (662) 843-'70.:24
ACCJ'HO,
AMOUNT!
QUOTED BY:
Lln:NIIOJ..Ol!R
\ TOLT.. FREE 1.::soo:.so9.-3..686
OOOOl!l-11U.
-- ..... ----------...-- - - - - - -
__
____ ____... --:

z;(p
:..:__
LfllNHOl.DP.R h
INS. AGf!l'lf
--
ADD !lESS
P'I!Dl>IE
-----------------------STATE
ZIP
---------. ..
OED
- - - - - - - -
.i
DA.TB:
Vl>k.ll'll!D BY.
'') .
.
1 L-.:....
- -
- - - - - '
"/IU. r.x:PRC.'\!':I'.D WAlUt.AN'J'lES. IF ANY. BY A MANUFACTt1J'tR..OP. ST_;PP.f-n'-~~~~;r.HEtRS, NOT THTi !Jt>ALSRS,I.JNLBSS OTHURW!/;1! l'l~l'IV0 IN WRJTCNU AN!> PUR
N!SH.IlU ro THE BUYER BY Tim Dcf\l,F.R. M.ISSISSIP?I".'i J:M1'l.IIJD WI'Jt..lW'{!'Y, [;AW M!IY Cil VI:: 'J'!!B .BVYE!\ 1\DI"}!l'ION.-.L lUGHTS.''
'
"I ec['Tif:y th>t I""' <t~hlc:<:ll ml ~y .Jri.ci!ls aty 1ip1>1UT< Le.eto fully Ulldot3,.nd -nd or;ri:o lo the ttnru ami tondluuns ~I fo11b. hctein. I.n h r.vonl nl un 11101CS~c i.o price ~y tho m:lJlUfa<l\Ud( boforcltok. d<ll"<'cy, I a(;toe TQ rr Ill JirT.n!Qecln prico. MY rn:anufj(;IUL'CII utcc.ntive; or reba lA< "" vcWclc! pltrtbn."oed will be usig,lcd to Komlllln l, In~ .
USUP \.1\R~ OHl.lf : Ll ulfunnalloa you soc on lho window fvrm for tliJ.a vehicle i prt of ~~ contract. Wormorinn ""the window lot111 Q'lr.rr\rl'ji ny culllr>l) vtovision in the contract
~~
The abovo ptCipooo l ~O!I!ItituUJB Ill'- ClltitC ascccment pert>ininglo thit BSI~cmcm ~nd no othor SICCII\CQI of any ~inc.J, inuludill& but not limi<r.<J to Y<.riTal unde~t\~ndlnstb~t h"ve lx;cn m><rlt
!')' either tho buyor or Ko;oli\Io i , Lo.c.
J3y ~00.\g ruy SiCDJIU!C to this .E!uycr'J Otdcc, l 8\llhorir.c yo<J 10 in>U'tigalc my credit.
,.
1bh order 1! nul Yalod unlc~ <iJ:Pr.rl ~nd ftr,r,cptcrl hy dealer a.nd appCQ'/cd by~ tjX'"! lhlt fi,nanee Company "' to B.IIY doforrr:rl bolanco.
_ _ _ Approvc-rl X
Buy~r X - - - - - - - - - - - - - - - - - - Co-Duy~t X- .
MGR.
DEF-00310
00S99b8299
SNI ~l~
Sill3
90:bl 6002 - l32- L.0
''~!to.
TAR'
AL
Salesman _
HXJ9 Highway 82 East Greenville, MS 38701 (662) 335-2886 1-80(}-624-9948 FAX (662) 332-8038
'~/_c./--=.:4L-'-'11~.1---::,--_,.,.-_;__-
Stock# I
_JM:c:...._.:::.'r!_.::::.tt_.),.:.-r
?4-if-
7-/.tf ..of
Date
Purchaser: _])4L-J
.
P;:. ~,:..~-f~k~.d:--Me~~,...._.,Q'"""c/i+
. =t--'-G"'"l.c:fZ=t_::.:><~=
"'=-"-ee:~
. (';;;:._:-:"".!'"- / -
DOB _ _ _ _ _ S.S.# - - - - - - - - -
Co-Purchaser: ----------~-----'--T
~ ~
008 _ _ _ _ _ _ .S.S.# - - - - - - ' - - - - - - - -
r"
Address: - - - - - - - - - - - - - - - - - - - - .City ; .
.
County _ _ _ _ _ _ _ _ _ _ _ _ __ .Res. Pho~~,t..::.i~3tlo .
;dvt'
Model ;;:::,4.1'
Yeara!f--
.---1
~~--riAL,~--,-~~-.-k-,-k-,--l;e...---.1~1----r)
1---.-1'7--rv.:I9R;-r--lJJ-,---.,/I----r71~---.-~~-r-~7.,---,J31
Stale---- ZIP - - - - - - -
76'>.?2
Style
Bus. Phone _ _ _ _ _ _ _ __
Sr_i V
No . Cyl.
Color _ _ __
o USED LIM_IL_Es~~L-~I_JI_ulf~lo_JI~:)~~~~~~~;~c-Tu-AL--~~
- - - -------- - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
&1ffiw.
BILL OF SALE- USED CAR TRADE-INS
YEAR
MAKE
COLOR
CYL.
oo
MOD~ ~~<
~~~
:-r~
STYLE
~~l;l~ti~BI515" &Tq
MILES
'
1 r
1Y
1-
l <3 q IL) 0 0
0 MILES NOT ACTUAL

0 MILESOVER
0 MILES ACTUAL
I hereby sell aqd convey to ALL-STAR MOTORS the above described vehicle of
which I am the sole o.ivner and warrant said vehicle to be free and clear of all liens
and cnc\}mberances except those stated below. I warrant thallfthe total balance
owed is greater than I have stated I will promptly reimburse the difference to.
,.
ltflr;~ ~
PRICE
/:2ooo
TRA:DE-INVALUE
..
OWNER'S SIGNATURE
8US'r0MER SERVICES
PAYOFF TO
""
' -"~u
TITLE AND INSPECTION FEE

STATE
CITY
AMOUNTS
189 00
SECURITY GUARD
ADDRESS
ZIP
ACCT #
4qq .~1"./ J>_5
g:'RADE DIFFERENCE
I~"
IVV
10 00
/5o~-
SALES TAX
97
l
TOTAL PRICE
GOOD UNTIL
OUOTEDBY:
EXTENDED WARRANTY
GAP PROTECTION
LIENHOLDER
TRADE-IN PAYOFF
ADDRESS
TOTAL INCLUDING PAYOFF

CITY
ZIP
STATE
CA8HDOWN
LIENHOLDER#
REBATE
INS. AGENT
UNPAID BALANCE
ADDRESS
WE OWE:
CITY
J_,j7~ 5?
c Wc,3FJ5 l..:.s":?
ZIP
STATE
POLICY NO.
PHONE#
'
DATE
INSURANCE CO.:
CONTACT:
' - -
:'I
. 4
,~x
. !
..
~-u,~rize an investigation of my credit history, employment history, and the

-~lease ofthat information. All sale figures subject to applicable taxes, state and
In the event of any increase in price oy manufacturer before delivery,

:::-mer will be responsible for this difference. All expressed warranties, if any, by
manufacturer or supplier are their.s, no.t the -dealers, unle.,s otherwise provid~d
writing and furnished by dealer.
-.:>~ 1.
(TO
~-B-uy_e_r~Si-g-na-1u_r_e-----------------~~==~
OMB Approval No. 0348-0(
BUDGET INFORMATION- N
Catalog of Federal
Domestic Assistance
Number
(b)
I. Delta Health Init.
tion P
SECTION A- BUDGET SUMMARY
I
Grant Program
Function
or Activity
(a)
Const

Federal
(c)
93 .912
Non-Federal
(d)
Federal
(e)
Non-Federal
(f)
31,867,827.00
31,867,827.00
Total
(g)
31,867,827.00
31,867,827.00
2.
3.
'-4.
{
" - 5.
Totals
0.00
0.00
0.00
SECTION B - BUDGET CATEGORIES
Total
GRANT PROGRAM, FUNCTION OR ACTIVITY
(5)
(1) Delta Health Init.
a. Personnel
b. Fringe Benefits
c. Travel
d. Equipment
e. Supplies
l
I
'
f. Contractual
g. Construction
h. Other
.
i. Total Direct Charges (sum of 6a-6h)
(2)
(4)
(3)
3,732,444
3,732,44
1,244,391
1,244,39
196,008
196,00:
1,247,280
1,247,281
423,915
423,91:
18,875,903
18,875,90:
610,390
610,391
26,330,331
0.00
0.00
0.00
26,330,33 .
5,537,496
j. Indirect Charges
k. TOTALS (sum of 6i and 6j)
31,867,827
0.00
5,537,491
$
0.00
0.00
0.00
31,867,827
0.00
7. Program Income
Standard Form 424A
DEF-00312
(a) Grant Program

9.
10.
11.
.12. Total (SUM OF LINES 8-11)
---
-------- --
I
I
I
I
I
I
_I

(b) Applicant
0.00
_c -----
--
(c) State
0.00
0.00
0.00
(d) Other Sources

0.00
0.00
(e) TOTALS
'
0.01
0.01
0.01
. 0.01
0.01

'
'
.3. Federal
14. Non-Federal
15. TOTAL (sum of lines 13 and 14)
~
I
31,867,827
31.,867,827
3rd Quarter
2nd Quarter
l't Quarter
Total for 1st Year
0.00
0.00
4th Quarter
0.00
0.0(
i
SECTION E- BUjDGET ESTIMATES OF FEDERAL FUNDS NEEDED FOR BALANCE OF THE PROJECT
(a) Grant Program
16. Delta Health Initiative (93.912)
17.
'~ . 8.
19.
20. TOTAL (sum oflines 16-19)
I
I
I
FUTURE FUNDING PERJODS (years)

(b) First
(c) Second
(d) Third
(e) Fourth
I
I
I
I
21. Direct Charges:$ 26,330,331
23 . Remarks:
122. Indirect Charges:$
5,537,496

Standard Form 424A (Rev. 7-97) Page 2
DEF-00313
2
..
.:.: : r:.:.: .
,.
...
.."'-"-,:i.....
I
-.
., .
!'
MEMo'RANDUM OF AGREEJ.v.lENT
.BETWEEN
THE DELt.A IIJALTH ALLIANCE and
THE DELTA COUNCIL
FOR
ADMINISTRATIVE AND FINANCIAL OVERSIGHT OF
THE DELTA HEALTH INITIATIVE PROGRAM
The Delta Health Alliance (DHA) and the Delta C-ouncil (Council), referred to as "the Parties",
have prepared this Memorandum of Agreement (MOA) to establish, support and promote a
~ollaborative partnership that will conduct some of the activities of the Delta Health Initiative
grant program. The purpose of the Delta Health Initiative Cooperative Agreement Program is to
?Iovide funding to an alliance to address longstanding unmet mral health needs (access to health
care, health education, research, job training and capital improvements) of the Mississippi Delta.
The partners of the DHA have responded to this Cooperative Agreement Program through a
program which:
1. Increases access to quality healthcare for residents of the Mississippi Delta region;
2. Increases awareness of the residents of the Mississippi Delta regiqn onhealthcare issues
to which they aJe especially vulnerable;
3. Increases numbers ofhealthcare personnel available to provide services to residents of
the Mississippi Delta region;
4 . Increases understanding of the healthcare issues that exist in the Mississippi Delta region;
and
5. Improves health outcomes of the residents of the Mississippi Delta region.

Recognizing that such a collaborative effort shall promote economic cooperation, appropriate
utilization of resources, Md improve access to needed education and training; the pames have
agreed as follows:
Article 1
.
The Parties will cooperate in the oversight and completion of administrative and financial duties
relating to this collaborative effort, in accordance with the provisions of this MOA, state and
federal laws, requirements of funding agencies and the regulalioris of all organizations.
~-1...rticle
The Delta Health Alliance was formed in 2002 and operates as a 501(c)3 non-profit organization . .
The DHA was created to identify priority healthcare needs, secuJe funds, allocate resources, and
insure that goals and objectives aJe accomplished as set forth in funding agreements. To
accomplish this purpose, the DHA agrees:
1. To engage alliance participants in the planning, operation, and evaluation of activities,
which includes the identification of technical assistance and coordination development
DEF~00314
.-~
,r.
. .: . :
..
. .
. ..,
~
needs, the selection of mechanisms for implementation, and the preparation of progress
reports.
2. To serve as the central planning body for any meetings, training activities, or workgroups
conducted during the period ofthe cooperative agreement.
3. To furnish HRSA with final program documents, curricula, program plans, budgets,
subcontracts or subawards, key personnel (including consultants and contractors), etc.
prior to printing, dissemination or implementation.
4. To provide to HRSA evidepce that all proposed facilities and major alteration and
renovation (A & R) projects, whether at the grantee or subaward grantee level, meet all
the requirements delineated in the Construction and A&R Supplemental Information.
5. To accept the terms and conditions of the cooperative agreement with HRSA and
demonstrates intent to fulfill the scope of project proposed in the Delta Health Initiative
application.
6. To assemble and approve all grants and proposals submitted on behalf of the Alliance
participants, maintain communications with funding sources and projects p1incipal
investigators, and ensure that all guidelines, rules, and regulations are followed.
7. To work to identify future funds for critically needed, worthy projects of up .to five (5)
years duration nnless project(s) is/are earmarked in appropriation lar1guage or DHA
Board makes an exception.
8. To monitor individual projects goals and objectives, ensure accountability, and determine
each year if project is to continue receiving fimding.
9. To promote the Alliance pa1ticipants in their projects with stakeholders, fundin g sources,
and the general public.
10. To provide technical assistance and training to project pru.iicipauts in grants management,
ptoj ect management, implementation issues, research protocols, etc.
11. To serve as a source of information pertaining ts> procedure protocols.
12. To host an annual regional workshop for th.e purpose of building research collaborations
with regards to improving delivery ofhealthcare services in the Delta.
13. To provide ove~sight through a Board of Directors comP-osed of representatives from th_e' - -- - -
Delta Council, Delta State University, Mississippi State University, Mississippi Valley
State University and the University of Mississippi Medical Center.
14. To develop and prepare Uniform Progress Reports, Final Reports and Comprehensive
Performance Managem~nt System Reports with input provided from project participants
and disseminate to HRSA,regional, state and national agencies of interest.
15 , To assist and collaborate with project participants for the development, refinement and
implementation of sustainment strategies.
DEF-00315
Article 3
Delta Council is a 72-year old 50l(c)6, nonprofit economic development organization which was
chartered in 1935. Delta Council has more than 3,500 members including retail'and wholesale
businesses, constmction companies, engineers, physicians, lawyers, manufacturers, insurance
companies, farmers, allied agricultural businesses sucth as cotton gins, elevators, fertilizer, seed,
and crop piotection companies. The committee structure of Delta Council allows all members
equal voting privileges for setting policy and implementing action relative to regional issues of
common concern. Such issues as higher education funding, flood protection, improved
highways, the contimlation of rail service, adult literacy, agricultural research, and land/watei
conservation programs are representative of the types of issues which Delta Council impacts on
behalf of business and ag1iculture in the region.
The Delta Council has an administrative services contract to provide financial services. to the
Delta Health Alliance which will continue under this grant program. This arrangement has be~n
sustained since fiscal year 2004 and.will include, but not necessarily be limited to:
1. general bookkeeping and accounting,

2. payroll, incli.1ding all state and federal filings,
3. compliance with all guidelines and policies relative to fund sources and recipients
4. accounts payables,
5. processing of all sub-contract draw downs and accompanying invoices in adherence to
DHA agreement wtth funding agency,
6. administrative and logistical support for aU meetings, conferences, and seminars
7 . policy administration liaison be~een DHA board and staff,
8. communications and public information st~pport,
9. community support coordil1ator for DHA projects and administration, and
10. clerical, legal, accounting, ilrteragency coordination, public policy analysis, and otber
'
.administrative support requested by the CEO ofDeltu Health Alliance on a daily basis.
-------------=xn~Je~--------------------------------~--~--------~---------------------
1. Cooperative activities outlined in Articles 2 and 3 under this MOA shall be subject to the
availability of funds . In no event will funds be provided to the Delta Council if they are
not first made available to DHA by HRSA through their approval and the release offunds
for draw down.
2. . The Delta Council will be reimbursed for these services in accordance with the most
recently HRSA-approved budget within the catego~y "Contractual" under
"Administrative/Financial Oversight" .
DEF-00316
., ..
""''
.,.,,.,,,,.
3. The accounting office for the Delta Council will send the Delta Health Alliance a
monthly invoice for the amount of allowable expenditures that have been incurred over
the last billing cycle. Billing cycles and reimbursement procedures will run in
accordance with guidelines set forth in the DHA Policies and Procedure manual.
Article 5
1. Any issues arising from the interpretation or implementation of this MOA may be settled
through consultations between the Parties.
Article 6
1. No inventions by the Participants are anticipated as a result of this MOA. Inventions by
any Party will be govemed by specific agreements between the inventors and their
respective employers, or among the Pa1ticipants. The conduct of research, development,
testing and evaluation activities that would predictably generate intellectual property by
cooperative activities between the Pru.ticipants will be in accordance with separate
agreements. In the event that any proprietary information is to be exchanged, the
involved Participants will enter into a Proprietary Infmmation Agreement as necessary.
Article 7
1. All tangible personal property produced or acquired under this MOA (specifically
excluding Intellectual Property rights, Background Intellectual Property, and Proprietary
Information) shall become the property of the Participant, the Government or sponsor,
depending upon whose funds were used to obtain it. There shall not be any jointly
funded property under this MOA except by the mutual agreement of all Parties.
Article 8
1. Each Party agrees to not disclose Proprietary Information provided by another Pmty to
anyone other than the MOA participants without written approval of the providing Party.
2. If Proprietary Information is orally disclosed to a Party, it shall be identified as such,
orally, at the time of disclosure and confirmed in a written surninary thereof, appropriately
marked by the ciisclosiug Party, within 10 days as being Proprietary Inf01mation.
3. In no case shall an MOA participant provide Proprietary Information of a Participant to
any person or entity for commercial p1.1rposes, unless otherwise agreed to in writing by
such Participant.
Article 9
1. Every six (6) to twelve (12) months of service, the terms and conditions of th.is
arrangement and monetary compensation to the Delta Council will be subject to review
and renegotiation, based on the actual work load experienced by the Delta Councjl,
changes to the scope of work, and changes to reporting requirements.
DEF-00317
.. . .... .... .........

,. ...
,..
' ~ ' I
. ' .. .....;t ; ; , .
.,
, ,.,
o l'
''
.
2. If any Participant desires a modification in the MOA, the participants shall, upon
reasonable notice of the proposed modification by the Participant desiring the change,
confer in good faith to determine the desirability of such modification.
Such
modifications shall not be effective until a written amendment is signed by all
Participants hereto by their representatives duly authorized to e?Cecute such amendment.
Article 10
1. This MOA shall become effective July 1, 2006 and shall remain in force for a period of
five (5) years, unless terminated earlier by either Party for cause upon ninety (90) days,
through written notice to the other party. Either party may terminate this MOA for
convenience upon w ritten notice to the other patiy. Should
individual initiative
described in Articles 2 or 3 be terminated by either party, lt shall not affect the validity or
duration of the other initiatives under this MOA.
an
3. In the event of such termination, the Delta Council shall be entitled to receive
reimbursement for all eligible and allowable project expenses, including noncancelable
obligations, incurred prior to the date of termination.
IN WITNESS WHEREOF, the undersigned, being duly authorized by their respective

agencies, have signed this MOA. We affirm the commitment of ot1r organizations to the
implementation of this initiative and to the sustainability of the programs within our
organizations, if approved by HRSA. Each organization intends to utilize reasonable efforts to
i,mplement this partnership and accepts this docnment and associated potential long-term
commitments as part of their own internal strategic plans.
For the Delta Council
Name: _ __L.4-'-""h;('-'"""",___,{tJ;:;:.:
. +"dt:"""'"'--------- Date:
-/ -
(J l,p
Title: Chairman, Executive Committee
DEF:-00318
5
2007 PROJECTED DELTA COUNCIL EXPENDITURES
21-Feb-07
FixedNariable
Administrativ~ Exp
Resource Allocation
Fringes
Tina
Manning
Mary
Sluder
Ir
Roanne
Davenport
Susu
Whatley,...
Frank
Howell
4,320.36
Rxed
Expenses ..
Total
E~enditures
2,174.98
5,349.94
5,096.00
3,352.84 .
64,198.44
30%
136,677.43
30.0%
. I
38,269.68
17,975.56
Overhead/Admin
office Suppl;es
J
!Telephone
!Operating Expenses
5,670.38
3,952.48
53,323.03
156.86
6,619.42 .
I
f
l
I
I
!Totals
15,429.84
-,
.j
DC Admin Fee*
Total Admin:
en
,...;
7,767.80 19,106.93 18,200.00 i i ,974.42

20%
35%
50%
15%
15,429.84
30%
Chip
Morgan
7,767.80
19,106.93
18,200.00
22,103.54
64,198.44
62,945.88
*82,938.95
125,000.00
4-07,938.95
*based on 1/2% of Grant .005x 25M

**resource allocation revised from 30% ($1 1,382.54) to 40% ($15,276.72)
"'** 30% of operating based on 180/600 (i .8 of FTE's)
NOTE: We agreed to $275,000 as a ceiling for the term of our current 2 year agreement.
This would be FY '07 & 'OB.
u..
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.. - ... !
Delta Health Alliance, Inc.

Policies and Procedures -Articles and Bylaws
Revised- March 31, 200.9
Corporation may hold securities. At any such meeting, the secretary shall possess all of the
rights and powers incident to the ownership of s:uch securities, which, as owner thereof, the.
Corporation might have possessed if present, including the authority to delegate such authority to
a proxy. The Board may, by resolution, limit such authority or cpnfer like authority upon any
other person or persons.
-'.
,,..
Section 4. Loans
No .loans shall be contracted on behalf of the Corporation and no evidences of indebtedness shall
be issued in its name unless authorized by a resolution of the Board. Such authority may be
general or confined to specific instances.
Section 5. Checks
All checks, drafts or other orders for payment of money, notes, or other evidences of
indebtedness issued in the name of the Corporation shall be signed by such officers or agents of
t he Corporation and in such manner as shall be determined by resolution of the Board.
SeCtion 6. Deposits
All funds of the Corporation not otherwise employed shall be deposited to the credit of the
Corporation in such banks, trust companies or other depositories as the Board may select.
Section 7. Gifts
The Board shall have authority to accept any contribution or gift on behalf of the Corporation for
any purpose of the Corporation.
Article VII. -Liability of Directors
Section 1. Liability/Indemnification
The Directors of the Corporation shall not be liable or responsible for debts or obligations of the
Corporation. Any person who at any time serves, or has served, as a member of the Board, or as
an officer of this Corporation, or in any like capacity at the request of the Corporati9n, shall be
indemnified by the Corporation, to the fullest extent permitted by law, against (a) reasonable
expenses, including attorney's fees actually and necessarily incurred by them in connection with
any threatened, pending or completed action, suit or proceeding, whether civil, criminal,
administrative, or investigative and whether or not brought by or on behalf of the Corporation,
seeking to hold such person liable by reason of acting in such capacity, and (b) reasonable
payments made in satisfaction of the judgment, money decree, fine, penalty, or settlement for
which he may have become liable in such action or proceeding.
,;,\
\
Section 2. Insurance
The Corporation may purchase and maintain insurance on behalf of any person who is or was a
Director, officer, employee or agent of the Corporation, or who is serving at the request of the
Corporation as a directqr, officer, employee or agent of another corporation, partnership, joint
venture, trust or other. enterprise against any liability asserted against and incurred by such
person in or arising out of such capacity, rvb.ether or not the Corporation would have the power
to indenmi:fy such person against such liability lUlder the provisions of these bylaws or of the
laws ofthe State ofMississippi.
Page 11 of18
DE_F-00320
. ------ .
.. .....
. .. . ...
- -
--- -----:: : -
WRITTEN CONSENT TO RESOLUTION

BYTHE BOARD OF DJREGIORS OF
DELTA HEAL IH ALLIANCE, INC.
IN LIEU OF A SPECIAL MEETING
The undersigned, constituting at least eighty percent (80%) of the members of the
Board .of Directors of Delta Health Alliance, Inc., a Mississippi non-proflt corporation (the
"Corporation"), do hereby, pursuant to Miss. Code Ann. 79-11 -203, consent to the
following resolution adopted in the name of and on behalf of the Board of Directors ("l~e
Board"), without the necessity of a meeting, in lieu of a special meeting of the Board:
WHEREAS, certain actions of lhe CEO of the. Corporation, Dr. Karen Fox, have
-~----"""
b""'
ee=o...._guestioned as being without RIQR-"'er,__,a,_,u"-'-t!..!.:ho::::!r.!.!.ity,~an'-'-'d"-e::::...V:..::e'-'-'n....!.ile..::le::.:::g,..:::a!.LI-"'ac:.!n~
d _ _ _ _ _ _ __ __ __ __
WHEREAS,. earlier the Board investigated allegations and determined that each was
unsubstantiated arid without merit, and adopted .a Resolution to that effect on May 10, 2010;
and
WHER.EAS, the Board desires to make clear that the following actions of Dr. Fox
were wifhin her authority and have the Board's approval;
IT IS, THEREFORE, RESOLVED that:
1)
The Increase in retirement contributions for executive employees from 1 i .3%
to 20%, instituted to assist in recruiting and reraining qualified people vis a vis the 50%
PayScaie median salary limitations, Is within the..CEO's authority and is ratified and
approved effective as of January 1, 2010; ..
2)
The travel al!owance .option, granted to certain executive employees
beginning January 1, 2010, for use of their personal vehicles on DHA business (in lieu of
submitting mileage and per diem reimbursement requests), based on projected usage at the
IRS rate and subject to periodic (at least annual) review and adjustment, was in accordance
with Board poiJcy, is within the CEO's authGrfty and is ratified and approved;
3)
DHA's reimbursement to Dr. Fox for her payment of $2,033.91 to her .
personal attorney, for consultations arising out c:if accusations or claims that she was
responsible for misuse of DHA funds and that she could be prosecuted or su ed or both, was
in accordance with DHA's bylaws, was made only after consulting the Board's Chairman
and at the direction of the CFO, a!"Jd;is ratified and approved;
4)
The employment of a part-time s~cretary (averaging 25 hours per week) in
Memphis, to assist Dr. Fox and Richci'rd Was_h1rigt6ii, whose principal work station is Dr . .
Fox's home office, is within Dr. Fox~ authority and requires neither ratification nor appro_val;
5)
The execution of the Personal Services Contract between DHA and Jackie
Glisson for his services related to the construction of the fourth Scholars-in-Residence cabin
in Stoneville, Mississippi, a copy ot'which Is a1tached hereto as Exhibit A, and payments to
Mr. Glisson by DHA totaling $4,250 made ln accordance with that contract, were within the
CEO's authority and are ratified and approved . :
1.
DEF-00321
4121 9469. 1
I
'
..
-------- -
- - - ......
.. ...
.-: -:
...
: ..
--- :;:. ...
)
... .
JT IS FURTHER RESOLVED thatthe lea~ of an apartment in Oxford, Mississlppi

beginning August 1, 2009 when _ OI-:JAexpe<_?te'~ to .operate a community outreach center for
its TEAM. Pharmacy Outreach, Nufritioii, ~ri.d. D:A.'R.E. projects and provide a backup
location for its EHR servers associated with. ils Beacon grant, in lieu of paying for overnight
stays in hotels, was in accordance with the terms submitted to and approved by HRSA;
however, the three-year lease ultimately negotiated and signed by James Hahn, then VP for
Policies and Progratns, exceeds the $2,000 per month limitation submitted for approval to
HRSA, contains no "opt out" clause and he was not authorized to ex-ecute that lease, and,
accordingly, James Hahn's execution of that lease is not approved and the CEO is directed
to taKe all .reasonable measures to terminate that.lease, failing which it should be subleased
or assigned.
IT IS FURTHER RESOLVED that the Board's decision to terminate James Hahn on
May 28, 2010 for falsely reporting that Dr. Fox had engaged in financial fraud and lllegaHty,
-------~w!..!.h':"ic"-'-h.!....r'-"=:er-orts were not made in gQod fartb,_wa.~_J2rn.~....wasJnJ:b.e...be.sl.loter.esLaf..D.I:lA..and- - - - - - - is formally ratified and approved.
'
. IT IS FURTHER RESOLVED that ~his Written Consent may be executed in one or
more separate counterparts, and all such cQunterparts shall be deemed to have the same
force and effect as a single document, as if the signatures were on the same instrument,
and photo.copies of any am:! all such counterparts shall be deemed as effectlve and valid as
any originals:
lT IS FINALLY RESOLVEiJ 1fhrit ' tlie:~secr'e1ary of the Corporation shall be, and
hereby is, directed to mal<~ the_' 9~%l1h~l{s) ti~~ipi~:~ny photocopies of this Written Consent
part of the original Minutes of the:'Oorp'or'atiori't& :be filed in the appropriate records of the
, ..
Corporation.
The undersi9ned, constituting at least eighty percent (80%) of the members of the
.Board of Directors of Delta Health Alllance, Inc., have executed this Written Consent
of October, 201 0..
effective as of th 7th
Bruce Brumfield
Dr. Do11na Oliver
Dr. Mark Keenum
. Representative Willie Bailey
Of.. Cass Pennington

'.
:: ~ . . '
....
'.
'
Bill Kennedy
2
4(219469.1
DEF-00322
Analysis of Travel by the Delta Health Alliance
The Travel budget for the Delta Health Alliance is a significant part of our operating
budget, more so than for some agencies who provide a more limited r"ange of services
or do so in a more focused service area. The DHA's annual budget this year is
$31,767,382 and our total annual travel costs are estimated this year to be $X,
representing a Y% of available funding. The DHA plans, implements, and maintains
programs across a large region, encompassing over 25 ,000 square miles of land, most
of which is accessed through winding rural roads . Our annual travel costs are
- - - -eeR-s-iEl eFefl-FBflSG-r.:Jable-.b.)Lo.urJ..u.ad.ing_ag.encles~_g.hle_o_ib.e_d iverse nature of the services
we provide arid substantial geographic region served .
Travel, per the current federal eligible rate, is $0.50/mile and $125/night limit for hotels.
Per diem for individuals traveling that do not have access to a kitchen and the ability to
prepare their own meals is $46/day.
A variety of factors contribute to o.ur travel expenses:
I.
Number of staff members that travel

Due to the nature of the community-outreach, the DHA has over 40 staff
members that regularly travel in the course of their work, conducting site visits
with partners, installing or maintaining EHR and telehealth systems , providing
clinical support services at satellite locations, meeting with our faith-based
partners and community leaders to build support at the grass-roots level.
II.
Frequency of Travel
The DHA does not support "turn-key" projects in which we'd be able to simply
conduct one initial meeting, hand over a check for folks to work independently,
then visit again at the end of. the project to wrap up evaluation and close out
operations. The founding purpose of the DHA was specifically to provide handson support and guidance in the development, implementation and ongoing
operations of community-based efforts. Often these are projects conceived by
the people they will serve. While the need for these projects is strong and the
concept for the projects reasonable, the individuals doing the efforts very often
do not have the technical, operational, or research experience needed to operate
with little oversight.
The DHA is different from other granting agencies in this respect. We are deeply
involved in the projects we support, with Project Managers frequently-reporting 4
or more days of travel each week, with trips easi~y averaging 100 miles a day.
1
DEF-00323
Ill.
Variety of grants providing different types.of services in different regions of the state.
Fifteen different grants, ranging from $10,000 to over $25,000,000 per year, providing
conducting research, . providing job training, and building infrastructure not only in our
~ealthcare services,
o~iginal
18 county region but
also beyond.
Table 1. Chart of All Project Activities by County
ro
'-
ro
Funding
Agency
Project Name
TEAM Sugar Free
BLUES
OAT- Telepsychiatry
Program
Patient Navigator
Outreach Program
Tobacco Grants
RUS - Distance
Learning & Telehe;:~lth
Baby College
Program
Church Garden
Project
Beacon Community
Grant
HRSA
AHRQ
HRSA
HRSA
MS Dept of
Health
USDA
Kings
Daughters
Foundation
MS Dept of
Health
'-
...c:
.:::
....
co
ro
type
Diabetes
program
Infrastructure.
- EHRs
Mental
Health
Patient
Access
QJ
E
0
:I:
>
Q)
'.c:
ro
ro
c..
:J
:r:
c:
Q)
:J
rr
Vl
Vl
Q)
'-
ro
c:
ro
>
QJ
0
4=
c:
E
......
...1
0.
:J
.c:
QJ
ro
Cf
'-
ro
VI
....
Q)
3
0
4=
c:
:J
VI
X
X
Q)
.c:
u
......
ro
.c:
C1l
C1l
f-
l
r
c:
ro
c:
c:
.......
f-
:J
QJ
ro
c:
.c:
Vl
C1l
0
0
.N
C1l
Other Counties
, ___
>-
Attala, Benton,
Grenada,
Laf(3yette,
Marshall,
Montgomery, .
Tippah, Union
and Yalobusha
Hinds
X
'
Specific clinic/hospital locations tbd, will eventually impabt entire Delta
>
Jones
......
OJ)
Infrastructure
- EHRs
ro
Vl
Vl
Q)
Smoking
Cessation
Infrastructure
- EHRs
Early
Childhood
Vl
0
......
0
DEF-00324
Delta Health Initiative (funding by HRSA) Locations
...
!1l
>
DHI
en
Proj
Prolect Name
2 '
5
9
Healthy Lifestyles Outreach

Project
Rural Tele-Emergency
Project (Tele-Stroke)
Project
Addressing the Delta
Nursing Shortage
HealthCare Workforce
Initiative
Addressing the Delta
Teacher Shortage
19
21
Enhancing our Workforce

throl!gh Training & Tech
Enhancing our Community .
Health Centers
Health Literacy (Imagination
Library and MIHOW)
Scholars in Residence
23
25
26
27
Capital Improvements
28
29
Institution
typ_e
MVSU
MHA
Ed./screening
Clinical
services
UMC
Infrastructure
DSU
Workforce
MHA
Workforce
DSU
Workforce
Capps
Cen.
Workforce
MPCA
In frastru ctu re
MVSU
Childhood dev.
DHA
OHA
Infrastructure
ro
.......
0
!1l
E
a
..c
ro
u0
VI
a
+'
aVJ
:c
Q1
Vl
<11
ro
>
<II
...
..c
<11
0.
E
;:l
:r:
:::1
0'"
ro
VI
Vl
<11
1....
0
<+==
<11
...-!
!1l
;:l
..c
;t:
0..
Ci
....
...
<11
30
ro
<+==
V1
:::1
V1
u
.....
ro
..c
ro
ro
30
UMMC~
Pharmacy
Improving Critical Care:

VISICU
UMMC
Med .
management
Clinical
services
Q1
.....
!1l
1-
ro
u
.f-1
Q1
.....
....
!1l
:::1
1-
1-
fro~ all counties.

X
I
X
X
X
X
0.0
ro
..c
Vl
ro
>-
'
X
X
0
0
X
X
Infrastructure
Delta Pharmacy Patient
Care Management
<11
..c
Patients referred
!1l
!1l
>
<11
~-
Patients referred fro 'Tl all counties.
3
I
DEF-00325
'
.. .
(1j
.....
(1j
.~
DHI
Proj
#
31
32
33
34
36
37
38
40
i
41
42
'
43 ,
44
c:o
Project Name
Nutritional Needs of
Students
Institution
UM-NFS
Delta Early Learning

Program (DELP)
Delta Infant Mortality
Elimination (DIME)
D..A.R.E. to Take Charge of
the Delta
Mental Health ServicesTelepsychlatry in Delta
GOTCHA- Getting on
Target with Community
Health Adv.
Rural Health Care Scholars
Program
21st Century Primary Care
Model for Chronic Disease
Delta Child ren's Oral Health
Project
Delta Premise CommunityIndianola, MS
Asthma Clin ic Project
MSU: Early
Child. lnst.
MDH
.....
....
(1j
type
Education
Delta
Council
UMMC
Childhood dev.
Clinical
services
Education
Clinical
services
E
0
..!:
(1j
CJ)
0
+'
0
ClJ
.E
"'ClJ
>
"'
(1j
....
c..
:J
ClJ
..!:
ClJ
c-
ro
CJ)
::l
CJ)
Q)
....
0
;;:::
ClJ
-'
(1j
(1j
0.
>
ClJ
~
.._
(1j
+'
:::J
(1j
..!:
Cf
V1
ClJ
3:0
;;:::
::l
V1
-+-'
(1j
..!:
C1l
(1j
Q)
+'
(1j
1-
:J
1-
(1j
ClJ
....
(1j
I-
to
c
..!:
V1
(1j
0
0
C1l
>-
1-
xl
xj
ClJ
..!:
I
X
....
'--'
USM
Clinical
services
UMMC
UMC
MSU/
MSDH
DHA
Education
Clinical
services
Clinical
services
UMMC
Multiple
Clinical
services
Tougaloo
Clinical
services
Mental Health Services COBHEI
X
X
X
X
X
X
X
I
X
-,;
DEF-0032 6
\
r-..
IV.
Multiple Bases of Operations
Due to its geographic reach covering over 25,000 square miles of rural communities,
the DHA has developed a "hub and spoke" network of locations from which
operations may be conducted. This distributed approach actually significantly
reduces travel, as project managers may operate from bases closer to their own
projects, minimizing daily travel. This design is the same design used by the internet
in which "nodes" of servers located all over the world are networked together in a
huge web, allowing internet communications to jump from local server node to the
-----loeaHe-Fl-eHJ:le-s-te-FeEl-i-AfBfmati-e-A,r:atJ::J-er-tJ:laR-Q.f5-r:G-6J.t@Gl-tG-G-n.@...l+l~.~ve.-ct;.r.:ltr.a.l------
location. The distributed nature of multiple centers of operations also creates safeguard redundancies in the system, so that if one location is disabled due to natural
disaster or even intention down time (ie: renovations, construction), the other centers
will still be operating to minimize disruption of services. The DHA currently requires
four bases of operations in order to provide adequate geographic coverage and
provide a presence within the communities being served locally. These include:
DHA main headquarters in Stoneville, MS -serving as base of operations

for projects in the southern and western quadrants of the Delta
EHR headquarters in Ridgeland, MS- established when EHR operations

were asked to be moved off the UMMC campus
Community outreach center in Oxford, MS- will serve as base of

operations for projects in the southern and western quadrants of the Delta
including TEAM, Pharmacy Outreach, Nutrition, D.A.R.E. and provide a
backup location for EHR servers associated with the Beacon grant.
. Delta Promise Community headquarters in Indianola, MS- provides a

community presence for operations and new outreach clinic location
Beacon Community Grant: Note that the Beacon grant requires implementation of
EHR systems throughout the entire Delta region. The counties of the southwest
portion have already been addressed through the initial implementation of the DH!
EHR project, but the counties to the north and east remain relatively undeveloped.
The Beacon grant includes $32,816 per year in travel alone, in recognition of the
cost that will be incurred. By having a base of operations in the northeast, the DHA
will be able to contain travel costs and dedicate more employee time to field
operations, with less time spent traveling.
Accommodations: Accommodations for traveling staff and guests have been created
in Stoneville through the construction of four cottages (three complete, one under
5
DEF-00327
construction) with approval from HRSA. Accommodations were not needed for
Ridgeland as most of the staff that operated from that location live locally. The
\
Oxford location, plans for which have been approved by HRSA, will include office
space and accommodations, due to the lack of options for affordable short-term
\
housing given the amount that would be needed. Oxford was selected due to its
proximitY to sites participating in TEAM Sugar Free, the Pharmacy outreach
program, the Nutrition grants, and the D.A.R.E. initiative- all programs that serve the
northeastern quadrant of our servic~ area. The Indianola location, also approved by
HRSA, will include office and clinic space for that community. One half of the
- -- - -5u ria 1ng wlltberennvateti--to-estabiistrarruotreach-h-e-a+th-care-cHnic-ilJCOopelclt+ofi- - - - - with the Good Samaritan Clinic and South Sunflower Hospital. The other half will be
used for office and meeting space to give the Delta Promise Community a
permanent presencein the community it serves, following the model established by
the Harlem Children's Zone. Accommodations will not be needed in this location
due to the proximity of where the staff reside.
By having multiple office locations spread across the Delta, from Stoneville in the
southwest to Oxford in the northeast, Ridgeland in the south (urban) and Indianola in
the heart of the Delta (rural), the DHA has an established presence in the
.
communities we continue to serve. These locations also provide local access points
from which DHA staff, partners and commwnity members can utilize the
teleconferencing network for both DHA business and to participate in distance
learning programs offered across the country.
DEF-00328
Appendix A: Review of Lodging Options in the Northern Delta region

Location: Oxford, MS in Lafayette county has been determined to be an idea "central
location" for EHR operations as the project continues its expansion into clinics of the
Northern Delta region. From this location, IT techs, trainers, .and clinicians can serve
clinics implementing EHRs in the counties of Marshall, Tate, Panola, Quitman,
Tallahatchie, Grenada and Lafayette. Oxford is a well developed small town with a
variety of res.ources that make it attractive as a base of operations for not only the EHR
project but also TEAM, Pharmacy Outreach, Nutrition and D.A.R.E.

----GfO>tie.fl-1~.g.te.ls--_.:_----,-------,---:-------------------
Pros:
Flexibility to only book dates when needed.
Maid service provided.
Cons: .
Strong potential to be locked out for availability on busy weekends (football
games). When rooms are available, they are typically at 200% cost with a
minimum of 4 days booking.
No or limited in-room cooking ability, driving up cost of meals.
Very high cost over time if lodging needs are frequent, estimated at $3,800
per month.
Option 2: Leased Apartment

Pros:
Guaranteed availability
Fixed costs
Access to full kitchen for less expensive, healthier meals.
Less noise on weekends.
Two bedrooms
Cons:
No maid service.
For preliminary fact-finding, the DHA has been working with Square Properties, LLC, a
small rental property agency located at 1403 Vim Buren Avenue in Oxford, MS.
The apartment would involve a lease renewable for up to three years at a fixed cost of
$18/sq foot annually, and would include a clause that allows the DHA to terminate the
agreement without cause or fee, with 90 days notice. The purpose for that would be to
provide flexibility in the event that needs drama.tically changed or funds became
suddenly unavailable. Total cost of the l~ase would not exceed $2,000/month.
DEF-00329
The lease .will include provisions for a minimum of 2 car parking, landlord provided
repairs and maintenance, electronic card key security system, and insurance on the
property.
Analysis
The Electronic;; Health Records project has been implementing new EHR systems in
clinics across the Delta, starting with the southern locations (where our own offices and
residences are located) and moving northward. As implementation continues to roll
- - - -R-e-FI:-I:lwar-G!.,-tl:!e-D.I=lJUS-fi.nojlJ9-a-dramaticJncr:e.ase in the need for lodglng_,_f=o,_rs=t=a.:...:..ff_ _ _ _ _ __
involved with hands-on operations . The DHA reasonably estimates it will have two EHR
personnel deployed at any given time, on average 15 days per month, for a total of 30
lodging days monthly.
Hotel costs for 30 lodging days in Oxford ranges from $3,654- $3,900. If
implementation or training needs are higher than anticipated and two people are
needed for 30 days each, the cost could rise as high as $7,300 per month.
An apartment will provide the EHR project with a fixed and known cost for lodging,
capped at $2,000 per month. Project management feels thaf staff needs will easily
make this the more cost efficient option. In addition to this tangible benefit, staff staying
at the apartment will have access to a full kitchen, allowing them to make healthier
meals for themselves at a much lower cost, reducing the per diem that need~ to be
. paid. For these. reas-ons, the DHA would like to request HRSA's approval of the use of
a leased apartment to house staff deployed to clinics in the north Delta.
DEF-00330
M~r~h ":; 5,' 2010- 3:08 p...... John Hi1-p_ert .?p.qk~ ,_: ...
1\
wr. ' J. Hahn
Hilpert began with questions: a'bq.t..ii'_. . ,:~ .>:-. :,:/.. :

conversation with J. 'Hi!;p~f:f '." ''. :=~....
Karen has been good to me'... .-: . ' : ' .-. :
I don't want a witch hunt.
. .
But there are old
(?)to the Board that supersede .
I consider Jimmy (Keeton) a friend and we had a conversation:
I have struggled hard as have several of my colleges over the last several
months.
.
. .; : .: , .
.
We intended to talk to yow but. an opp.o,rtunity prese.nted itself (sic).
.
A group of your senior managers is co:n'c'erned about Karen - not just at work but
also personally.
we are loyal and want to be appropr.ia.te but we are torn .
.
Ricky and Chuck are in this group ai1d -there are others looking to leave .
Very troubling to us:
.',. .. _ .
ld eally.we could sit across the .tats'lle~:-~-.~----:.----~----_:_~-----=:-----
We have a problem and the .Board needs to hear it.
There is nothing that's on fire with me_.but there are a couple of people.
"Let's don't do the formal process" (dO'esn't want Karen Fox accused at this poin t)
"I have already had my convex~atiO:n' with;Karen at this p9int and I'll share it with
. ~ ..-: i~~: .;
you."
.: ~:- .. <=~~:_:_>_C<~
"I would like to talk ~ith you and we.._

c'a_
n.decide where to go -fr'om here."
"lt wot,.J!dn't be good for Karen to know_,..
.
8;3 0 Wednesday at my office (meeting scheduled for 3-17-1 0)
1have (si.c) some th(ngs only a Boar~. m~rnber shoul_d know.
Ma~ch 16, 2010-4:1 3 p.m.
. .
.
.
.
.. ,
ex ose
.J. Hahn called and cancelled 8:30 a:m. r:neetmg.
6r.ney_ an? he (~ahn) d1dn t wan~ to
P .
He said Karen Fox was hiring an att_
.
himself, me (Hilpert), or the d~g:a:mzat1on t~ nsk..
. e
d he had talked to Karen Fox three or four times .today and that peopl
He sa1
.
,
ll
with DHA were not returning ~aren Fox s ca s._
..
52 p m
Marc h 16 , 2010 - 6 . . .
-- .... .
~
_;y :: 1 ,:_. ! ::).P.t ~ ~-~
,:,.'::'--.;
.. =' ! ,.,~, .~,,,__........:
..
, : .
.
.
Call from James Hahn: '~1 -thi~.k w_e'v_e had one little legal m1sunderstandmg taken
care of. you are still available I would like to me_et tomorrow."
8:30 meeting rescheduled.
if
DEF-00331
March "17,' 201 0- Meetil with J. Hahn at my (J. Hilpert's) offit - )

I began by offering again a ~formal~proc.ess".
He assured flle that he respected the citder of an enterprise. .
"If I thought that there were things going on at DHA that would jeopardize
the organization or the Board in any way, I would come directly to you
(Hilpert)."
.:
" 'That's not the case." :. _: , . _:.. .' .' J~.~ ..
He went to Jackson last week.t.o rDe~t .. withCJaude Brunson. He had a chance to ..
see. Jimmy (Keeton). "That:;~q_h0~htJp.r(,tpr_ned into a summary of
disappointments from their'.p~.rs~:~Y.t(v~-~--' And I listened. I (Hahn) shared some thoughts. Even though I think we (DHA) are right, they are disappointed. Some
ideas emerged about our leadership, but not intended to cause a problem. Our
CEO is a hard driver and sometimes we are in conflict."
J. Hahn's style is different from Karen Fox- coaching(?) vs. Driver.
J , Hahn/Jimmy Keeton conve.rsation intended to be an intro.toa new relationship
- - - -- - -beJ:vveen hi111 aSi-he-HH-A 1ep :_ancl-l:i'_'fu.Itt_~::-:-..- - - - -- : -- - - - -- - - - - -J. Hahn believes there is "p~nt-up ~~g'~( at uMC ..
Jimmy Keeton tried to turn it into a'formafprocess,
I (J. Hahn) didn't leave intending to b~at .up Karen.
J. Hahn and Karen Fox have some d(~agreements.
.
.
"Neit~~-C.!S.3!~-~f.9~ ~or_J~r:Q.!llY. .. !S~~t9._~'.h.~?_
_eeen _in__CEO_roles. Both S?J.Y .and do ..
-- --- --.. .......---- '1filng-s that cause conflid to be pers61;1aL That's not what I want to come of this."
There
were things said that were not'Iflattering to either party.
.
We've got a wonderful staff of people and a wonderful mission.
I have a CEO with "great energy and :great smarts. She has a unique styleand
n.ot everyone could thrive (?).with
he.r: I. I hope
my
style can enhance.
Maybe will

'
make ~s more friendly." .. 1._. ... ,. ~ \~= ~~.:: \.

"Jimmy is after her."
---:_;_:~ -; ': :)i_: :' .::( .
"I got caught up in a col')v~'r:S~:ti~n.':~. :;' :'f~.'\,.' :.. .- :

There is intensity in the Ji}n'!lJy Ke~to'n)Ka;en Fox relationship that isn't healthy.
Q
'.: ..
: . ';,,:
DEF-00332
--
. { " ::
~'
{'
'
: : : t ........ :
( )
,i
For. last six+/~ weeks James Hahn has been worried about Karen Fox:
" Personal?

&
Fights at a high level? (UMC? J;egislature? AIIScripts?)
The distraction "caused us toget off fr?ck a bit" .
ll>
This caused frustration at sen.ior levels.
6
Ricky has resigned for good.-:- r.evealed a level of frustration (trying to
meet unreasonable expectatism's) and he's a highly sensitive person- "the
most risk averse person I know~~- Ricky has moved to three or four in
order of "in the know". He wanted to leave in a good situation.
.
Ol A little more security would bring some senior leadership to the Delta .
Financial
'There is fraud and then thE!re is ..ir;nperfect judgment."
"I think if I had ever seen st~al.in.g, .that day I would be in your office.
Karen Fox knows that'S! how l~feel''1 :-<
"I've never seen anyt6.tfi.f(le~di~g .. me to belie.ve Karen Fox has stolen a
dollar."
'~ : :. ' >
"! have seen decisions that may not haye been wise."
"There have been occasions where Karen Fox has made decisions that
might'not please the Board.';
"I'm not a tattletale .". Jusf poor judgment.
"I am loyal to Karen Fox."- appropriate deference.
Examples?
, ;
"Karen Fox has made two or:th~~~. ~hat appeared to be strange
maneuvers with our aut0mobile policy:.. She drives -one -vehic.le -and -then - . .
changes and the policy is changed to pay her some amount of money."
Purchased two vehicles .. Both parked. Karen Fox will be given a .
veh(cle allowance. Sh~now gets $3,000.00 per m onth for a vehicl e
alloWance.
..
o James Hahn is asked to take on more financial oversight as
Richard Wash)ngton is recovering from surgery. James Hahn has
examined Jere .Nash~~ : \~PrJjract. He has seen details- $600,000.00 .
for next year is:. ".headed )e.re's way". "I (James Hahn) saw it
~.
budgeted.
'.: '<(, , ..... .,. .- ~ .r '>.
~ -- . , , \ . '
o
"I 've got to k~qyy,~[n~re,:~J~.9Y;f these kind of transactions before I will
.
take greater financial accountability."
o
"This makes me nervous." Another recent observation: need to
obtain two lobbyists. Richard Washington told .Karen Fox that
. federal law forbids paying for state lobbying. The conclusion
James Hahn reached V{~.s that Delta Council would pay and DHA
would settle it through. payr]lent to that organization .
The need for systems has lagged beh-ind. The new .CFO says "bank
accounts not reconci)ed, .etc;/ . : : :
Jl
',
' ,
: lo
t ,..
1, 1
'
DEF-00333
'
;l .
:.'
, L-.':.{ ." ~: ,
...
When Karen Fox is "not at her best" she can "become -unbearable."
That
. _wi.t~(her employees, .
, others.
"I've begged her to Work
eiTJp'l oy~e and organizational development."
She comes across a:ft.o~.~:nr~;~~s:9:0a~le too often. People iri the way will
be trampled.
":; ', 1 ;: .. . ,:1.!-' ,~t .
She is talent~~l~hd. sri1~h: ...
"I shouldn't'have to feel as nervous as I do."
Employees are tremendously loyal. Hard to talk about issues for fear of
retribwtion. Karen Fox is afraid people want to "run her off." Ricky Boggan
is gone because he could not sit down without retribution.
... i.
Hostile work environment? .

1
. "Wrong term. I think there are titnes . I (James Hahn) was trained in an
extremely conservative setting. lt',is.an environment where you may hear
the boss toss out the F word . She would do herself a favor to not do these
things."
.
"In her zeal she is loud and can' scare people."
"She is compassionate for pers6n's needs."
Good person." .. bright... zeal for winning and success ... intensity may not
come across as she deserves- lack of experience in the CEO chair.
Where do we go from here?
..: ,
"I offer what I said in the spiri(of..r:n.aking things better."
The Boa:d and I (J .. ~.~tm).; ~~q~Jd:.: ~-~lp ~aren Fox develop .
.
.
J. Hahn 1s nowhere.~JWI r~~~~l{i:.~I9D? J1mmy Keeton may have
... ..... _. ---- - _____ m.i.s.inte.r.p.r.ete.d~....--'-!)~ . .:;:,_.!,::.._~_i~~?!.~/;..~~:--- . . - ... ---..--..-- ----- _.... . . _._.:.-- ..__________________ ...... _______ . _
He will probably returr.Ho cEO job some time.
"I (J. Hahn) do wantto-se~ Karen Fox find her way to more of focus. driven ' m.ode
(?)the mission. 'I want the fights to end - politics, .
partners, competitors."
I won't be surprised to see others leave. Many people don't like to fight. . It
can be destructive. .
. . .
Karen Fox needs to .lean on the )Wisdom of the Board.
Communication heeds ..to be better.
Accountants have questions when' .policies are n!Jt well explained.
Karen Fox doesn't
of things easily.
oh'
DEF-00334
''I
,.
I
MINUTES
Delta Health Alliance Board Meeting
May 17,2010
The Delta Health Alliance Board of Directors met by conference call at 5:00p.m. with
the following present:
Board Members
Dr. John Hilpert - Chairman
Mr. Willie Baile
Dr. Greg Bohach (representing Dr. Keenum)
Mr. Bruce Brumfield
Dr. Claude Brunson
Dr. Cass Pennington
Mr. Bill Kennedy
Dr. Donna Oliver
Ms. Lisa Percy
Staff
Dr. Karen Fox - CEO
Also attending at the invitation of the board: Attorney Roy Campbell
Business
The board discussed personnel issues related to employee James Hahn and made these
decisions: Mr. Hahn would immediately be placed on administrative leave with pay and
asked to sub!nit his resignation no later than 5:00p.m. on May 20, 2010. Attorney Roy
Campbell was authorized to act on the board's behalf in these matters.
DEF-00335
I~
~HE
CIRCUIT COURT OF LAFAYETTE COUNTY, MISSISSIPPI
JAMES WAYMON HAHN
PLAINTIFF
vs.
NO. L10-441
DEFENDANT
**********************************************************
VIDEOTAPED DEPOSITION OF JAMES WAYMON HAHN
VOLUME I
**********************************************************
COPY
<J
TAKEN AT THE INSTANCE OF THE DEFENDANT

IN THE ICEHOUSE BUILDING
1403 VAN BUREN AVENUE, UNIT 203, OXFORD, MISSISSIPPI
ON NOVEMBER 2, 2010, BEGINNING AT 9:15 A.M.
APPEARANCES NOTED HEREIN
Reported by:
KATHRYN H. BOYER, CSR #1349

ADVANCED COURT REPORTING
P.O. BOX 761
TUPELO, MS
38802-0761
EXHIBIT
------------- 1 F
------------ ----- -
Page 34
JAMES WAYMON HAHN
'
2
3
Q.
Why did you meet -- what brought this meeting on
with Dr. Keaton?

A.
I was in Jackson meeting with Dr. Brunson as he was
my day-to-day contact for -- primarily for our business
affairs, which was a new position for him, and during that
period of time, there was -- there was intense conflict as I
would describe between the University of Mississippi Medical
Center and Delta Health Alliance and certainly Dr. Keaton was
in the midst of that conflict.
And Dr. Keaton had shown --
10
he created a great deal of fear within the organization among
11
many employees and had been quoted as, you know, being
12
unwilling to allow the company to continue to prosper or
13
exist perhaps.
14
Q.
The company being DHA?
15
A.
Right.
16
Q.
Okay.
17
18
question was:
A.
Are you finished with your answer?
The
Why did you meet with him?
I met with him because I was concerned about the
19
degree of fear -- my exposure, the board's exposure and
20
Dr. Fox's exposure or any other stakeholder's exposure to
22
23
Q.
You started off talking about this intense conflict
between University Medical Center and DHA, correct?
24
A.
Yes.
25
Q.
What does that have to do with the -- your
_____ VOL~_ ]___ -----------------------------
Page 35
JAMES WAYMON HAHN
statement that the reason you met with Dr. Keaton was because
of the fraudulent activities?
two tie together or do they tie together?
I'm not understanding how the
A.
Dr. Keaton was a board member.
Q.
Okay.
A.
Who was -- during -- during the time period at
great conflict with the organization, Dr. Keaton had - - had
caused -- had caused fear to the degree that operating
officers of the company were resigning without positions
10
because of potential wrongdoing, not necessarily assigning
11
that to Dr. Keaton or whoever.
12
observed.
I only can speak to what I
Well, I've got to tell you, I'm not following you
13
Q.
14
at all.
15
to me -- all I'm asking is what you know.
I'm not trying to be difficult.
I -- agai n ., e xp lain
16
A.
Okay .
Right .
17
Q.
I'm not asking you to speculate --
18
A.
Absolutely.
19
Q.
-- to guess
20
A.
Right.
21
Q.
what I want to know is:
You stated that you --
22
the question was:
23
of 2010?
24
conflict between University Med Center and DHA.
25
A.
Why did you meet with Dr. Keaton in March
And you started by talking about this intense
Right.
)
VOLUME I
Page 47
JAMES WAYMON HAHN
A.
No.
Q.
All you told Dr. Keaton then, if I'm following you
generally, is that you had concerns about things that were
being done that might be illegal and he
you should tell Dr. Hilpert.
and y'all agreed
That sort of the bottom line?
A.
No .
Q.
And this intense conflict between DHA and UMC.
A.
That was representing a threat to the existence of
the company and our own well-being.
10
Q.
Okay.
11
A.
And his
and what we were being reported was that
12
he had made comments that the enabling legislation required
13
his participation.
14
pulling it.
Without i t and without changes, he was
15
Q.
Okay.
But, again, so we're clear on the record --
16
A.
Yeah.
17
Q.
-- during this meeting, you never gave Dr. Keaton
18
any specifics about this alleged illegal, felonious or
19
criminal activity, correct?
20
21
A.
I gave him -- that's correct.
However, I told him
my duty and we agreed on my duty to pass that to the board .
22
Q.
Through Dr. Hilpert .
23
A.
That's correct.
24
Q.
All right .
25
A.
And he encouraged and told me it was an expectation
VOLUME I
Page 48
JAMES WAYMON HAHN
that I do so.
Q.
Go to Dr. Hilpert.
A.
Yes.
Q.
During this conversation with Dr. Keaton on March
on or about March 12, - 2010, did you mention anything about
possible money laundering at DHA?
did you mention anything about it?
Not being specific, but
A.
I don't recall exactly.
Q.
Well, did you mention anything about i t inexactly?
10
A.
If you'll answer-- ask the question a different
11
12
way, I think I can answer your question.

Q.
Well, how do I need to ask it?

MR. WAIDE:
13
14
Excuse me, object to . the form of
the question.
15
MR. FRIEDMAN:
16
MR. WAIDE:
How do I need to ask it?
You need to ask him whether he
17
remembers anything along the lines of money laundering,
18
something similar to that and he could probably answer it.
19
Q.
(Mr. Friedman)
MR. FRIEDMAN:
20
21
myself.
22
Q.
(Mr. Friedman)
23
A.
I can.
24
25
Your
Couldn't have said i t better
Can you answer that question?
Dr. Hilpert asked me for specifics as i t
related to matters that would be fraudulent in nature.
Q.
Keaton did?
VOLUME I
Page 60
JAMES WAYMON HAHN
me and in my opinion him and any other stakeholder in the
organization concerns as being potential criminal acts would
be budgets
activities of Jere Nash and I suggested -- and I had an
internal auditor come to me concerned about Nash's budgets
being increased by large amounts .
budgetary adjustments.
Q.
Had who come to you?
A.
Internal auditors.
Q.
Who is that?
10
A.
Steve Osso.
I was specific to the
And I took --well, then -- I'm trying
11
to recall.
12
thought that Dr. Fox having unilateral authority to modify
13
company policy and realizing individual gain with -- with
14
automobile policy after having previously had two late model
15
cars for personal use, you know, would likely -- I mean, i t
16
could be seen as a fraudulent act and criminal act and I told
17
him about my discomfort in being involved in a - - the
18
purchase and construction of an expensive condominium in
19
which we sit and an office which is below us and yet, I now
20
understand that that never was approved by the federal
21
guidelines of construction that I had become accustomed to
22
and that that was, in fact, true.
23
judgement a potential fraudulent activity and I believe --
24
25
With Dr. Hilpert, I told him that -- that I
This is speculative.
That represented in my
I believe I mentioned to him
the fact that our pension plan, which was originally very
-------=V~OLUME --'I~-
Page 61
JAMES WAYMON HAHN
generous at 11 percent, had been adjusted to 20 percent and
at that time, there was a group -- a small group of executive
employees that realized that, myself included, Dr. Fox
included, I
not and i t was my understanding that the board had a
requirement or had suggested that we have an ERISA-compliant
plan.
think, whereas many of the other employees were
Q.
So you're saying i t wasn't ERISA compliant?
A.
I'm not a-- I'm not an appropriate judge.
I've
10
talked to three ERISA lawyers in two years and gotten three
11
different answers, so I don't know, you know, what is ERISA
12
compliance, but I do know that -- that that modification to
13
the plan was made.
Q.
All right.
16
A.
I don't know.
17
recall.
18
Q.
Okay.
19
A.
He asked for some specifics.
20
Q.
All right.
14
15
So what else did he tell that was
not
That -- those are the matters I
Do you recall anything else that you
21
told Dr. Hilpert that you complained about or said was
22
illegal, improper, criminal going on at DHA other than about
23
the budget adjustments regarding Jere Nash, the unilateral
24
authority to modify company policy and the cars -- car
25
policy, discomfort being involved in the purchase of the
-------------
-- - - - - - - - - - -.Jl._QL'QME_.....___________ _
Page 62
JAMES WAYMON HAHN
condo and the office and changes to the pension plan.
Anything else?
A.
That's all I recall at the moment.
Q.
Okay.
As it relates
let me just talk about Jere
Nash first .
these allegations you made about Jere Nash and the budgetary
adjustments and if there is, show it to me.
9
10
11
A.
Is there anything in your complaint regarding
I don't think there are.
I would have to read it
to answer your question, but based on my recollection of the

complaint, I do not believe there are.
Q.
All right .
So is it -- am I correct that your
12
complaint is not -- in your complaint you're not alleging
13
anything improper regarding Jere Nash.

MR. WAIDE:
Excuse me.
16
MR. WAIDE:
Let me object to the form.
17
complaint's allegations speak for itself .
18
legal matter is the complaint substantively charges he was
19
fired because he reported illegal and fraudulent activity.
20
I think I'll stipulate that that particular thing with Nash
21
is not in the complaint, but you just asked him about what he
22
brought to Hilpert's attention.
14
15
A.
Object to the form.
--
Our position as a
He answered the question --
23
MR. FRIEDMAN:
I understand.
24
MR. WAIDE:
so we think you've had
25
The
sufficient notice of it.
VOLUME I
Page 63
JAMES WAYMON HAHN
MR. FRIEDMAN:
Jim, I'm just trying to
understand
rather than spend the time, I'm just trying to
understand
rather than spending a lot of time talking
about Jere Nash-- if he's complaining about Jere Nash or not
complaining about Jere Nash.
MR. WAIDE:
MR. FRIEDMAN:
MR. WAIDE:
That's all I want to know.
Well, he's -- according to the
letter from your attorney -MR. FRIEDMAN:
10
11
Well
From my attorney.
I didn't
know I had an attorney.
12
MR. WAIDE:
-- he was -- okay.
Delta
13
Alliance's attorney, he was fired because he reported illegal
14
and fraudulent activity and you then asked him a question
15
about Hilpert and Jere Nash and he answered the question.
16
That's where we are.

MR. FRIEDMAN:
17
I understand where we are.
18
I'm part of it.
19
allegations about Jere Nash part of the complaint or not?
20
And you can tell me that.
21
All I'm asking is:
MR. WAIDE:
Is Jere Nash and these
Well, I can tell you that the
22
claim that he was discharged for false and fraudulent
23
activity is in the complaint.
24
MR. FRIEDMAN:
25
MR. WAIDE:
That's all I can tell you.

Jim --
We will ask in discovery about -VOLUME -=

I __
Page 64
JAMES WAYMON HAHN
he just mentioned some things that he thought -- that he had
concerns about the amount Mr. Nash was being paid.
MR. FRIEDMAN:
MR. WAIDE:
I understand.
And we'll probably ask about that
in discovery, so if that's what you want to know.

Q.
(Mr. Friedman)
To your knowledge, is there
anything in your complaint about Jere Nash and, if so, point
it out to me.
A.
10
As is written here specifically, Mr. Nash's name is
not used.
11
Q.
Is there anything that references -- without using
12
his name, anything that Jere Nash was allegedly involved in
13
that was inappropriate regarding DHA in that complaint?

MR. WAIDE:
14
Excuse me.
Are you asking about
15
whether he was or whether it's in the complaint?
16
are you asking?
17
18
MR. FRIEDMAN:
Jim.
Whether it's in the complaint,
I'm just trying to ask him.
19
20
Which one
MR. WAIDE:
Well, the complaint speaks for
itself.
21
MR. FRIEDMAN:
22
MR. WAIDE:
23
MR. FRIEDMAN:
24
can put a subpoena on you.
25
MR. WAIDE:
Jim, do you want to testify?
No.
I can depose you next and I
Gary, I feel like you're trying
VOLUME I
Page 66
JAMES WAYMON HAHN
increased to $600,000?
hours a week.
draw the question mark of any financial mind.
4
5
Q.
Okay.
Well, no.
saw some output.
saw Jere Nash two, three
$600,000 would be -- would
Well, first, do you know without speculating
what the $600,000 was for?
A.
No.
Q.
Now after Mr. Osso -- that's who you say told you
about this?
A.
Right.
10
Q.
After Mr. Osso told you this, do you recall having
11
a meeting with you and possibly others with Karen Fox to
12
discuss this in which she told you about the -- what was
13
being paid and -- and explained to you the arrangement with
14
Mr. Nash?
15
16
17
A.
I had a -- no.
But I had a general knowledge of
what I thought Jere was working on.

Q.
So you don't remember having a meeting with Dr. Fox
18
where she told you -- explained to you the arrangement or the
19
finances?
20
A.
As it relates to Jere Nash?
21
Q.
Correct.
22
A.
No, I don't.
23
Q.
You don't remember a meeting where you were told
24
that the arrangement with Nash was for $100,000 and the
25
500,000 was general DHA budget that was not specifically for
------------
VOLUME I _ __
Page 67
JAMES WAYMON HAHN
Nash?
You don't remember any of that?
A.
No.
Q.
So as you sit here, you don't know what the money
was being used for.
A.
I know what Steve Osso told me.
Q.
And what did he tell you other than there was
600,000
A.
Internal accountant, he comes to me concerned about
why these budget changes -- you know, I suggested that he
10
needed to talk to Dr. Fox.
11
responsibility or
12
13
Q.
I wasn't aware of increased
I think you've already testified that you didn't
know what the money was for.
14
A.
That's right.
15
Q.
And today you don't know what it's for.
16
A.
Huh-uh (indicating no) .
17
Q.
No?
18
A.
(Witness shakes head from side to side)
19
Q.
No, you don't?
20
A.
No, I don't.
21
Q.
All right.
You have to speak.
22
A.
I'm sorry.
No, I don't.
23
Q.
All right.
So if you don't know what the money was
24
for, you don't know if i t was for legal or illegal purposes,
25
correct?
VOLUME I
Page 87
JAMES WAYMON HAHN
purposes of -- that's my definition.

Q.
Well, what's dishonest?
What have you said that --
what have you related with regard to this car
or this $3,000 that you think is dishonest or inappropriate?
A.
these cars
I've never -- I've never -- in 25 years of
executive work at much larger companies never seen an
executive of a company unilaterally modify an automobile
policy to earn a $3,000 a month car allowance.
Q.
Well, I'm not asking you what you've seen before.
10
The question is:
11
deceptive about what you've described?
What do you consider to be dishonest or
12
A.
What's written on F.
13
Q.
What's written on F.
(Thereupon, the document to be referred to
14
15
16
was marked as Exhibit No. 9)
Q.
Hand you what's been marked as 9 -- Exhibit 9 to
17
your deposition.
It's part of the policies and procedures, a
18
copy of which you've acknowledged receiving, and up at the
19
top, there's a personal vehicles policy.
20
Says personal vehicles.
Do you see that?
Do you see that?
21
A.
22
Q.
And the first sentence says:
do.
Employees shall
23
receive the legal rate established by the IRS for using
24
private vehicles for official federal business for each mile
25
actually and necessarily travelling while in official -- in
VOLUME I
Page 88
JAMES WAYMON HAHN
official travel status, correct?
A.
Correct.
Q.
Now do you claim that was changed?
Anything
changed about that during this time period?
A.
I don't know.
Q.
Well, what was changed then?
A.
I don ' t know .
8.
Q.
Well, you said a policy was changed so Dr. Fox
10
What do you think --
could do it, but you don't know what policy?

A.
It doesn't say that employees shall receive the
11
legal rate established by the IRS for using your private
12
vehicle and they can also have a couple of other company
13
vehicles too and once they get tired of them, they can park
14
them to the side.
15
16
Q.
The question is:
Do you claim this personal
vehicle policy was changed during this time period?
17
A.
I have no idea.
18
Q.
Well, what policy was changed?
You said a policy
19
was changed and Dr. Fox changed the policy.
20
changed?
What policy was
21
A.
The policy of her use of an automobile.
22
Q.
Was there a written policy changed to your
23
24
25
knowledge that applies to this?

A.
I have no knowledge whether -- how i t was changed.
I have knowledge of what happened.
)
-----------------------------------------_J~LUME~I~-----------------------------------
Page 101
JAMES WAYMON HAHN
Q.
-- him to secure the funds.
A.
No, but I do -- I am aware of conversations about
No?
You don't know?
work that the . lobbyists were doing.
Q.
What conversations were those and with whom?
A.
Conversations with other executive officers.
Q.
Who?
A.
Ricky Boggan specifically about work that they were
doing as it related to the governor.
Q.
Work with
10
A.
Lobbyists.
11
Q.
What lobbyists?
12
A.
State lobbyists.
13
Q.
What state lobbyists by name?
14
A.
I don't recall their names.
15
Q.
What did Mr. Boggan tell you about these state
16
lobbyists?
A.
17
18
that who was doing?
That they had been secured to represent our best
interests as it related to some business affairs.
19
Q.
Did he say who these lobbyists were?
20
A.
Yeah.
21
Q.
Did he -- did Mr. Boggan tell you who paid for the
22
don't recall their names.
lobbyists?
A.
23
Mr. Boggan and I had a discussion about that.
24
There wasn't much speculation on our part about who paid for
25
it.
------
VOLUME
I
------------------
Page 102
JAMES WAYMON HAHN
Q.
What do you mean?
A.
We believe that Delta Health Alliance paid for it.
Q.
I know what you believe.
You don't know who paid for it?
On what facts do you have
what facts do
A.
Dr . Fox's comment.
Q.
So let me make sure I understand.
You were told by
Dawkins that Fox instructed him to secure funds for a
lobbyist .
A.
No.
10
Q.
You heard Dr. Fox instruct him.
11
A.
Yes.
12
Q.
All right.
13
I heard that.
And you were told by Boggan -- was that
before or after conversation with Fox?
14
A.
After conversation.
15
Q.
And you were told by Boggan that lobbyists were
16
secured.
17
A.
Right.
18
Q.
But you don't know who paid for the lobbyist as you
19
sit here today without speculating.
20
A.
I don't have copies of the checks.
21
Q.
Well, do you know if maybe it was Delta Council who
22
23
24
25
hired lobbyists and not DHA?

A.
I speculate that Delta Council may have been
involved in the transaction.
Q.
How?
VOLUME _I_.
Page 108
JAMES WAYMON HAHN
this.
Your question does not relate to anything that's in
the complaint.
The question was whether you told anybody that that act was a
criminal act.
allegations in the complaint.
Your question didn't address the complaint.
that doesn't involve
It's not what
A.
Yes, I have.
Q.
(Mr. Friedman)
A.
I told -- which matter did you -- now are we
9
10
Who?
speaking
Q.
Have you ever told anyone at DHA, including board
11
members, that Dr. Fox was engaged in criminal conduct by
12
using or causing DHA funds to be used to hire lobbyists?
13
A.
I reported that Dr. Fox used Defendant funds of the
14
taxpayers
funds of the taxpayers of the United States --
15
actually I'm giving you the wrong answer there.
16
that Fox used taxpayer money to lobby the Mississippi state
17
legislature.
18
Q.
Okay.
19
A.
Against -- against advice of

MR. WAIDE:
20
Excuse me.
I reported
Just to be clear on
21
the record, James, I think his question was not what you
22
reported.
23
a crime or that was criminal conduct.
24
question, Gary?
25
A.
His question was whether you told anybody that was
Yes.
- ---- ___ . ___ . . ------- _ .__ ___ - _____ - _________________vo~~ _l ____ _
Was that not your
Page 113
JAMES WAYMON HAHN
i.e., funds of the taxpayers of the United States, to pay her
Oxford, Mississippi, private attorney who was representing
her in a legal -- private legal matter.
A.
Uh-huh (indicating yes) .
Q.
You see that?
A.
Q.
Who did -- did you report that to anybody?
A.
I did.
Q.
Who?
10
A.
I reported it to -- as part of the investigation
do.
11
and/or to Dr. Hilpert.
12
to either or both.
13
Q.
I don't remember, but i t was reported
Well, as part of the investigation, if it wasn't --
14
who would you have reported it to as part of the
15
investigation?
16
A.
This gentleman sitting next to your right.
17
Q.
Mr. Campbell?
18
A.
Yes.
19
Q.
Now specifically, what are you claiming Dr. Fox did
20
21
that is illegal?
A.
I am claiming that Dr. Fox gave orders to an
22
administrative employee of Delta Health Alliance to take an
23
attorney's billings that detailed matters that -- she
24
instructed the individual to pay for those services.
25
Q.
Okay.
.___ VOL~ _I
Page 114
JAMES WAYMON HAHN
A.
Okay.
Q.
That's what you're claiming is illegal?
asking.
A.
Yes.
Q.
Okay.
A.
John Dunbar.
Q.
Now when you said you gave -- that Dr. Fox gave the
I'm just
I want to make --
Who's this individual you're referring to ?
bill to somebody to pay, who are you talking about?
administrative employee?
An
10
A.
Yes.
11
Q.
Who?
12
A.
Patrick Owens.
13
Q.
Have you ever seen the bill?
14
A.
No.
15
Q.
Do you know what's in the bill?
16
A.
I believe I do.
17
Q.
What's in the bill?
18
A.
The bill involves research for matters related to
19
the recording of various conversations as it relates to
20
Mr. Chip Morgan.
21
Q.
And how do you know that?
22
A.
I've been told that by an employee of Delta Health
23
Alliance.
24
Q.
Who?
25
A.
Patrick Owens.
- --- - -- Y.QL~ _I
Page 116
JAMES WAYMON HAHN
A.
I don't have an opinion.
Q.
Just don't know?
A.
Don't know.
Q.
Do you know why Dr. Fox went to see an attorney?
A.
Yes.
Q.
Why?
A.
I assisted Dr. Fox in securing that counsel.
Now
I'm not answering your question perhaps, but, you know, I
think that it's my belief at that -- at that time, three of
10
her chief officers of the company were seeking counsel
11
because we were -- we believed we were exposed to threat.
12
had been told by a representative of the board that we were
13
would be implicated for any wrongdoings that existed and
We
14
we had sought counsel.
15
about it and what I do recall from that conversation was that
16
I suggested to her that she should seek counsel as well.
17
18
Q.
Dr. Fox and I did have a conversation
Let me go back and ask you a few questions about
the statement you just made.
19
A.
Okay.
20
Q.
First of all, you said that the three of you.
21
assume Fitch, Boggan and you were told that y'all could be
22
implicated, correct?
23
I believe that's what you said.
24
25
A.
Is that correct?
That's what you said.
I -- I said -- I believe I said that -- earlier
that Mr. Boggan -- I mean, Mr. Fitch was told that.
_ V9LU$ _I
Page 121
JAMES WAYMON HAHN
this gentleman in the -- Mr. Campbell in the investigation.
Q.
But you did tell at least one of them that .
A.
I told them that
occurred, but for me to say that i t was a criminal activity
-- again, I believe it's --whether it's malfeasance, fraud,
you know, that discussion, I can't--
Q.
Well, again, I'm not asking you to give me a legal
opinion about whether it is or isn't.
what you told folks.
I'm just asking you
10
A.
Right.
11
Q.
Did you tell Mr. Campbell or Dr. Hilpert that
12
Dr. Fox had engaged in criminal conduct by having DHA funds
13
used to pay this attorney bill?

A.
14
Yes.
I told them that if -- that I believed she
15
had done that and I believed it could be criminal and that
16
they had a fiduciary responsibility there that could be
17
exposed.
Q.
18
And do you understand that telling that to
19
Dr . Hilpert and/or Mr. Campbell here could hurt Dr. Fox's
20
reputation?
21
A.
Yes.
22
Q.
And could end up leading to her termination from
24
A.
Yes.
25
Q.
Let's now move back to the complaint.
23
that I believed that had
DHA?
We're going
Page 144
JAMES WAYMON HAHN
Q.
Chance to present what?
A.
The discussion about the primary -- the primary
matter -- one of the primary matters on here that involved
the most amount of money was that I was challenged to execute
a lease and build an office here without evidence and with my
CEO telling me, you know, if -- if we get caught here, we're
in a mess.
Q.
So why'd you do it?
A.
Well , I don't work there anymore.
10
Q.
So why did you do it?
11
A.
Because at the
the day she challenged me to do
12
this, my first day of employment, I had no reason to believe
13
she didn't have the authority to give -- to task me with
14
that.
15
Q.
Do you -- is it your opinion or your -- is i t your
16
position that Dr . Fox did not have the authority to have you
17
enter into the lease for this condo or do you know?
18
19
20
A.
By her own admission, she didn't have the
authority.
. Q.
What did Dr. Fox say that admitting -- that
21
admitted she did not have the authority to enter into this
22
lease?
23
A.
That if Chip Morgan or Dr. Hilpert or the president
24
of Mississippi State ever found about this existing, we'd
25
have more problems than we could deal with.
VOLUME I
Page 159
JAMES WAYMON HAHN
'
it's better -- it's as good a term as I could get for this
type property because I shopped it pretty hard .
attorney, but I have done quite a few lease agreements and,
you know, maybe this is a tough term, but, you know, that's
I'm not an
and I don't remember the exact reasons .

Then under that:
Q.
The lease of unit 203 shall be
subject to usual and customary lease terms for a residential
unit.
Do you see that?
A.
Are you referring to paragraph three?
10
Q.
Well, there's no paragraph number, but i t says :
11
The lease of unit 203 shall be subject to usual and customary
12
lease terms for a residential unit.
13
A.
I'm missing-- okay.
14
Q.
See that?
15
A.
I don't.
MR . WAIDE:
16
17
Gary?
I'm not seeing it either.

MR. FRIEDMAN:
18
19
Two paragraphs under the
schedule.
20
A.
Okay.
21
Q.
(Mr. Friedman)
22
What paragraph are you on there,
All right.
That's another term you
negotiated, correct, with the landlord.
23
A.
Right.
24
Q.
Now for the record, tell us what the usual and
25
customary lease terms for a residential unit are.
- ------- _ yq~~ . _I:_
--- - . ---- -- - - ---
Page 160
JAMES WAYMON HAHN
A.
Well, there's a lot of usual and customary lease
terms, the length of the lease, the amount of the lease, the
terms of the lease is for a period of time that -- it's when
i t starts, when i t ends.
5
6
Q.
As you sit here, do you really know what all the
usual and customary lease terms are?
A.
Most of them.
Q.
Most of them.
Do you think it's a good idea to
have a contract where it says something like this, the normal
10
and -- the -- such as usual and customary lease terms for a
11
residential unit and they aren't spelled out?
12
A.
No, I don't.
13
Q.
Then if you go on down three paragraphs up from
14
your name and title and all
15
A.
Right.
16
Q.
-- i t says:
17
The following utilities/amenities are
included in the rent and there's a blank.
18
A.
Right.
19
Q.
And then all other costs are excluded including
20
blank.
21
A.
Right.
22
Q.
What goes in the blank?
23
A.
I don't know.
24
Q.
So you signed this without knowing?
25
A.
Not likely.
---- -- --- - - -- -- -- ------- --------- __yQI:!~ _I_ - - - -
Page
~61
JAMES WAYMON HAHN
Q.
Well, you signed it, didn't you, for DHA.
A.
Are you saying I signed i t or --
Q.
Well, you -- I mean, that's your name, isn't it?
A.
I don't -- I don't know that I did.
Perhaps I did.
It appears I did, but I don't trust that -- you know, I can't
recall if this is the document I signed .
to merge the documents together.
We were instructed
Q.
You said that.
10
A.
Right.
11
Q.
So are you saying that somebody has forged your
12
13
signature on there?
A.
I'm saying when you merge the terms and conditions
14
of the two lease agreements together for the -- for anothe r
15
purpose, your assessment is exactly correct.
16
conditions often might not be exactly what you want them to .
17
'
You signed off on this for DHA, didn't you?
Q.
The terms and
Mr. Hahn, the problem with that logic is that this
18
is one page and above your name and title that you say is
19
your handwriting, there's a paragraph-- a one-sentence
20
paragraph that's got blanks and another paragraph that says
21
usual and customary, but you've admitted we don't know what
22
the terms are.

I did not admit that .
23
A.
No .
24
Q.
All right ..
25
A.
Right.
You admit whatever's on the record.
_____________ ---- _______________________ __yoL~ ):__________________________ _
Page 162
JAMES WAYMON HAHN
Q.
this sheet of paper?

A.
I'm saying -- I'm saying that this is an
uncustomary way in which to do a lease agreement, to put two
separate pieces of property

Q.
that's what I'm saying.
Well, you were representing DHA, correct, in these
negotiations, correct?
A.
That is correct.
Q.
And if you knew this was a noncustomary way to do
10
this and you knew that there were blanks and things in here
11
that weren't spelled out that should be --
12
A.
Right.
13
Q.
-- why did you put your name on this?
14
A.
Good question.
15
Q.
That's why I'm asking.
16
A.
Likely -- likely -- these individuals are people
17
that I know personally and these were -- I'm sure --because
18
19
get i t done.
20
21
way, maybe leaving a couple of things that we had to get it
22
done.
was under pressure to get it done, very fast pressure to
24
Get i t done.
probably did -- in not the best business
Those were my instructions.

Q.
By getting it done, did you read that -- get it
done even if it's wrong?
A.
25
--
When are you going to be through?
got it done.
23
- - - -----
So are you saying that you did not put your name on
---
Yeah.
VOLUME I
- - - -- - - - - - --------------------
Page 169
JAMES WAYMON HAHN
(
Q.
I think you've already testified that you're not
aware of any resolution of the board authorizing you to sign
Exhibit 12, correct?
A.
Incorrect.
Q.
Incorrect .
A.
Right.
Q.
Are you aware of any resolution of the board of DHA
8
9
10
11
authorizing you to sign Exhibit 12?

A.
I can't answer that question without reading the
entire policies and procedures of the board.

Q.
I'm not asking you about the policies.
I'm asking
12
you a simple factual question and the question is:
13
aware of any resolution of DHA's board authorizing you to
14
execute Exhibit 12?
15
A.
Yes.
Are you
My CEO advised me of signatory authority
16
shortly after my arrival to the company that included the
17
obligation of our company financially and otherwise.
18
Q.
Have you ever seen a board authorization
19
authorizing you to sign that lease, Exhibit 12?
20
ever seen that?
21
A.
I have been told that by my CEO.
22
Q.
Have you ever --
23
A.
No.
24
Q.
Thank you.
25
Have you
You went to -- I think we've
established that you attended DHA board meetings, correct?
VOLUME I
Page 177
JAMES WAYMON HAHN
Q.
All right.
Well, if you approved the bill for the
enhanced sports package, you think that's a wise use of
federal funds?
A.
Personally, I do.
Q.
You do.
And hbw can an enhanced sports package and
two DVD -- or DVRs be a good use of federal funds?

A.
Well, just using my own personal constitution,
that's what I have in my own home.
people -- that's pretty well the standard and i t was a matter
10
that was -- that Dr. Fox -- it wasn't any matter that Dr. Fox
11
wasn't aware of.
12
sure she'd have told me to shut i t -- cut it back down.
13
14
Q.
I think that's what most
So if she'd had any concern with it, I'm
But you're the one signed off and approved the
payment of those bills.
We've established that, correct?
15
A.
That' s correct.
16
Q.
And so, you're approving the use of federal funds
17
to pay for an enhanced sports package,
18
A.
Yes.
19
Q.
Okay.
20
A.
No, I really don't.
21
Q.
Okay.
22
cor~ect?
And you don't see anything wrong with that.
I think you testified that you were in
charge of furnishing this condo or getting it furnished?
23
A.
I was.
24
Q.
Did you work with a decorator?
25
A.
I did.
---------------------------~Q~UME
I ______________________ _
Page 181
.JAMES WAYMON HAHN
Q.
1
2
And then you go on to state:
where we are with our costs to date.
I don't know exactly

Do you see that?
A.
Right.
Q.
Now you were in charge of getting this condo
furnished, correct?
A.
That's correct.
Q.
But you're telling Dr. Fox that even though you
were in charge, you had no idea how much you'd spent,
correct?
10
A.
Incorrect.
11
Q.
Well, what are you telling her?
12
A.
I'm telling her that i t would be impossible for me
13
to know what I'd spent when I had put furnishings in and she
14
had ordered them all taken out and replaced with all new
15
furnishings.
16
Q.
I don't know exactly where we are with our costs to
18
A.
How could I when there's changes being made to it?
19
Q.
And down
17
20
date.
what started this was Karen Fox telling
Mr. Washington
21
A.
Yes.
22
Q.
-- and cc.ing you --
23
A.
Yes.
24
Q.
-- that she thought the costs were way too much.
25
A.
Right.
'
_________________ ------- _________ ~----------- ____V_QLQlr.fE_ l ------- ~-------------~-------------
_______ _
Page 199
JAMES WAYMON HAHN
/
release any of those monies.
feedback from the company.
get them.
4
5
6
I received no -- I received no
I've asked for the monies, can't
Q.
According to the company's records, you've been
A.
Well, they're -- I have not received a penny.
paid.
have not received e-mail from Joy Henderson who I have
requested, you know, the forms.
(phonetic) .
I have contacted TIAA-Creff
I have talked to Bob Burley on the phone and he
10
has been -- made an attempt to be helpful, but I cannot
11
secure those monies and have basically quit trying.
12
Q.
In paragraph SD, you state:
Dr. Fox used funds of
13
the taxpayers of the United States to pay for childcare
14
expenses and other personal expenses.
15
16
A.
Yes.
You see that?
And I'm sure it's in here.
attempt to answer i t without that.
17
Q.
D.
18
A.
D.
19
Q.
You see that?
I'm going to
Okay.
What childcare expenses do you claim
20
Dr. Fox was --paid for out of federal money, taxpayers'
21
money?
22
A.
It's my understanding and belief that we had an
23
employee by the name of Christy Henderson who will present on
24
organizational charts as a clerical employee that has worked
25
for Dr. Fox in Memphis, perhaps even lived there during
_________________________________________
V
~
OLUME
=-=
I
some
____________________________________
Page 200
JAMES WAYMON HAHN
period of time.
And I understand that if the board of
directors and HRSA approved that, you know, may very well be
fine and dandy.
Q.
Do you know if they have?
A.
I do not.
I have seen no evidence that they have.
I have seen her on the org. chart.
description.
Q.
I have seen her job
I have seen her payroll monies.
Do you know how many hours a week this Christy
Henderson works without guessing?

No, I don't.
12
Q.
Well, at the time you were terminated --
13
A.
I don't know.
14
Q.
Do you know specifically what she does without
11
15
May have changed over time.
I don't
A.
10
know.
guessing?
16
A.
Based on what I've seen?
17
Q.
Based on
18
A.
What do you want me to base i t on?
19
Q.
Your personal knowledge.
20
A.
What I've seen is-- is Christy helping Dr. Fox
21
manage household matters such as, you know, childcare
22
responsibilities, coming and going, things of that matter.
Q.
23
24
25
were
How often were you in Dr. Fox's house while you

in Memphis while you were employed by DHA?
A.
Two or three times.
)
VOLUME I
Page 203
JAMES WAYMON HAHN
Q.
And that medical student is not Christy Henderso.n.
A.
No.
Q.
No, it's not, is it?
A.
No.
Q.
Do you know if Christy Henderson has ever lived in
that carriage house?
A.
Not for sure, no.
Q.
And do you understand that that medical student who
10
lives in the carriage house has never worked for Dr. Fox?
She's a medical student.
11
A.
I have no
12
Q.
You don't know.
13
A.
No.
14
Q.
Do you know how many hours a week Christy Henderson
15
worked?
16
A.
Well, I know --
17
Q.
Without guessing.
18
A.
I know that according to the latest org. chart I
19
saw, she was working as a full-time employee.
20
salary.
21
$34,000-a-year range.
I saw her
I want to say i t was, you know, in the 30,

I don't know.
22
Q.
You don't know?
23
A.
Well, based on the records of the company.
24
Q.
So you're basing this on some records you say you
25
saw?
------ ---------------"---------- --------- Y..P_LUME _l ----- - - ---------------
Page 204
JAMES WAYMON HAHN
A.
Yes.
Q.
Okay.
A.
I know that her -- the job description that I saw
3
4
And do you know what her assigned duties
were?
that was on the org. chart when I -- my policies and
procedures describe a clerical-type employee.
8
9
Q.
Qkay.
And do you know if Ms. Henderson actually
performed clerical-type duties for Dr. Fox?

A.
Based on what I've seen, there's -- you know, I
10
don't know what all duties she performed, but I do -- I do
11
know and Dr. Fox discussed with me the fact that Christy
12
assisted with some of her children issues.
13
Q.
What children issues did Dr. Fox allegedly --
14
A.
I don't remember.
15
16
17
The issues that you alluded to
that we all have to deal with in having teenagers.
Q.
Were there specific issues that Dr. Fox said
Ms. Henderson helped with, childcare issues?
18
A.
Yeah.
I mean --
19
Q.
What?
20
A.
I don't remember.
I mean, it's not -- I don't
21
remember what they all were.
Coming and going, picking up
22
from school, dropping off at school.

Did you report this to anyone, Dr. Keaton,
23
Q.
24
Dr. Hilpert?
25
A.
In the complaint.
I
- - - VOLUME
- - ------------------------;-------
Page 208
JAMES WAYMON HAHN
)
1
way she used Christy Henderson?
factually what -- you know, what she was doing.
you base that on that you thought it was criminal?
The
A.
That -- I'm not asking

On what do
her employment of a DHA employee with a job
description on the payroll working at her home for personal
service and private endearment, perhaps malfeasance, perhaps
fraud, perhaps approved by the board, but the board members
telling me I'm going to jail for it.
be responsible for it.
10
Moving to SF.
Q.
You know, I'm going to
Dr. Fox without authorization
11
excuse me, I'm sorry.
12
approximately $6,000 to be distributed for interior
13
decorating services for her Memphis, Tennessee, personal
14
decorator for which no decorating services were provided to
15
Defendant.
16
SE.
Apologize.
Dr. Fox caused
--
A.
Explain what you're talking about there.

This is -- this -- this is a -- in my visit with
17
Dr. Hilpert, I recall he asked me for specifics of
18
disbursements of monies and in the purchase or in the
19
construction before my employment of the -- the cabins that
20
exist on the DHA campus -- and I don't recall this -- this
21
gentleman's name.
22
decorator was authorized to assist in some of the interior
23
decorating work and as I was going through the documentation
24
myself because I was -- did the construction, I stumbled
25
across a
I can if necessary.
But an interior
$6,000 invoice from this party, you know, and I
- "l_OI.!_ill1E _ I _ __
_ _
Page 216
JAMES WAYMON HAHN
is he referring to what cabin?
A.
I mean, what
Q.
Well, I
A.
Do we know?
Q.
There's a $500 requisition.
A.
Date of expense, 1-22-09.
Q.
That was before you got there, correct?
A.
That's before I got there.
Q.
So you don't know if Glisson showed up twice then
or not, do you?
10
A.
I can't comment to that.
11
Q.
Okay.
And that's really the only documentation of
12
any payments to Glisson.
So it's a total of 4,250.
13
have any reason to disagree with that?
Do you
14
A.
(Witness nods head up and down)
15
Q.
What?
16
A.
I saw a -- I saw a disbursement to him for $6,000.
17
Q.
Do you know what it was for?
18
A.
It was for -- I was led to believe i t was for
19
anticipated future work on the fourth cabin.
20
Q.
Led to believe by whom?
21
A.
By whoever I asked.
22
Q.
Who was that?
23
A.
I don't know.
24
with Dr. Fox.
25
Q.
I'm sure I may have discussed it
You're sure.
I
.!
V_Ol,.J,JME _ I
Page 217
JAMES WAYMON HAHN
A.
1
2
discuss with her.
Q.
3
4
Typically those things of that nature I would
Well, do you specifically remember discussing this
with her?
A.
he was.
was.
Sure.
I mean, I saw the check.
I didn't know who
I needed to know who he was and she told me who he
Q.
Were you told what that check was for specifically?
A.
Yeah.
10
Q.
No.
12
A.
The check was for work to be done on cabin four.
13
Q.
Where did you get that information?
14
A.
I don't know.
15
Q.
Okay.
16
A.
From intelligence within the company.
17
Q.
Intelligence.
19
A.
Yeah.
20
Q.
You didn't want to work with him because of that,
11
18
21
22
23
I believed the check was for -I didn't ask you what you believed.
You
said
Okay.
Did you know Mr. Glisson is
gay?
did you?
A.
The gentleman that did this apartment is gay, both
of them.
24
Q.
Did i t bother you Mr. Glisson was gay?
25
A.
No.
VOLUME _I
Page 218
JAMES WAYMON HAHN
Q.
This money --
A.
That's my phone.
Q.
Do you know of anything
since you weren't even
there at the time of these expenditures to Mr. Glisson, do
you know of anything as you sit here that was done improperly
regarding these payments to Mr. Glisson?

MR. WAIDE:
8
9
question.
Q.
12
(Mr. Friedman)
You can answer.
MR. WAIDE:
10
11
Object to the form of the
Yeah.
You can answer.
You can answer the
question.
A.
When you have correct accounting, generally
13
accepted accounting principals, you cannot carry forward
14
accounts payable to vendors or if you have those obligations,
15
you carry them forward systematically in your financial
16
statements and records.
17
disbursements that you have made, and so, our system did not
18
provide that -- i t provided that there's a copy of a check
19
that we had written to this gentleman, but there was nothing
20
there to provide a systematic way of making sure that the
21
organization collected his services that we're due.
22
Q.
(Mr. Friedman)
You don't just leave open
Let me ask you a different way.
23
you sit here today, can you think of anything in your mind
24
that would qualify as criminal conduct by Dr.
25
to these payments to Mr. Glisson?
V.OL~
As
Fox with regard
Page 219
JAMES WAYMON HAHN
MR. WAIDE:
a legal conclusion.
Object to the form as calling for
Answer it as best you can.
Q.
(Mr. Friedman)
You can answer.
A.
I can tell you that as a CEO, under the same
circumstances, I would-- I'd have to be-- I'd have to
I'd be in a mess trying to explain it.
question.
Doesn't answer your
I'm sorry.
Q.
No, it doesn't.
A.
Try again.
10
Q.
Did you ever tell Dr. Hilpert, Dr. Keaton, Roy
11
Campbell that Dr. Fox engaged in criminal conduct because of
12
these payments to Mr. Glisson?
13
A.
Every complaint that's listed on this page I told
14
either Dr. Hilpert and/or Mr. Campbell during his
15
investigation.
16
Q.
But the question is very specific.
Did you tell
Dr. Hilpert or Mr. Campbell that Dr. Fox was
17
either Mr.
18
engaged in criminal conduct because of these payments to
19
Mr. Glisson?
20
A.
MR. WAIDE:
21
22
I told
Excuse me.
I assume you meant
Glisson payments.
23
Q.
(Mr. Friedman)
24
A.
I told them that those existing payments could
25
Mr. Glisson.
represent malfeasance, fraud or jeopardize their fiduciary
VOLUME_ ;r . .
Page 220
JAMES WAYMON HAHN
responsibility .
Q.
On what do you base that?
A.
A lot of experience.
Q.
Thanks.
Do you have any other basis for making a
statement that Dr. Fox is engaged in that -- either improper
all the way up to criminal behavior?
than just your experience?
8
9
A.
Anything else other
I'm told the gentleman has been paid to do the job,
then I'm told someone else is going to do the job, so we ' re
10
going to pay someone else.
11
care of Mr. Glisson except that we stumbled upon a payment
12
that had been made.
13
the stakeholders .
There's no provis i ons for taking
The systems weren't in place to protect
14
Q.
15
procedures.
16
Dr. Fox was involved in criminal conduct or her -- whatever
17
she did
18
criminal.
19
A.
I'm not asking about the accounting systems and the

I'm asking on what you based your statement that
inv~lving
Mr. Glisson was either malfeasance or
Her responsibility to provide the needed systems to
20
make sure that none of the stakeholders are subject to that
21
type of malfeasance or fraud.
22
Q.
Well, you're answering a question, you're sort of
23
answering i t by using words in the definition .
What I want
24
to know is:
25
Dr. Hilpert or Dr. Keaton or Mr. Campbell or some group of
On what do you base your statement to
VOLID1E _I
CONFIDENTIAL
MEMORANDUM
TO:
James Hahn
FROM:
Karen C. Fox, Ph.D .

President and Chief Executive Officer '
DATE:
December 18, 2009
SUBJECT:
Notice of one-time merit-based performance payment
Thank you for your exceptional effort and dedication to Delta Health Alliance during this past year.
The DHA has experienced significant challenges in 2009 that have touched all aspects of operations from
business and accounting to partner coordination to research and evaluation. We have also seen marked
improvements in our operations and have had very positive outcomes that I believe will help improve the
health of Delta citizens. The success of the DHA in addressing these challenges would be impossible if it
were not for the skills, diligence and determination of our talented associates . DHA's management team
and Board of Directors are deeply grateful for your contribution to this success.
As a result of your efforts, you have received a positive Performance Evaluation. To recognize your
contributions, the board of directors has voted to distribute a one-time merit-based performance payment
to all DHA employees who have been with the organization since January 1, 2009 and who scored at
least 3.6 (above Satisfactory) in their overall performance rating. The amount of merit pay awarded
equates to the conesponding relative strength of your overall performance review rating. This incentive
payment of $7833.33 has been calculated. However, federal and state taxes and F.I.C.A. will be
deducted according to your current W-2 and the net amount direct-deposited to your bank.
Additionally, you will also receive a 3.2% cost of living adjustment to your annual salary beginning
January 1, 2010. Information pertaining to this increase will be mailed later.
The future will undoubtedly hold new challenges, but also reveal new opportunities to improve or expand
the services needed in our communities. We can move forward with confidence, knowing that our
employees share our dedication to improving the health and well-being of our communities.
Warmest wishes to you and your family during this holiday season,
KCF/rw
cc: Richard A. Washington
Karen Fox
EXHIBIT
I
435 Stoneville Road. Stoneville. MS 38776 I (mail) P.O. Box ?77
~ tnneville .
MS 38776

JAMES WAYMON HAHN
PLAINTIFF
vs.
NO. L10-441
DEFENDANT
**********************************************************
VIDEOTAPED DEPOSITION OF JAMES WAYMON HAHN
VOLUME II
**********************************************************
COPY
TAKEN AT THE INSTANCE OF THE DEFENDANT
IN THE OFFICES OF McLAUGHLIN LAW FIRM
338 NORTH SPRING STREET, TUPELO, MISSISSIPPI
ON NOVEMBER 12, 2010, BEGINNING AT 2:06 P . M.
APPEARANCES NOTED HEREIN
Reported by:
KATHRYN H. BOYER, CSR #1349

ADVANCED COURT REPORTING
. 'i l
f.-- ~
P.O. BOX 761
TUPELO, MS
38802-0761
EXHIBIT
Page 20
JAMES WAYMON HAHN
A.
Yes.
Q.
All right.
Sounds like you -- i t was early on when
you started at DHA because you were doing your research on
this cabin?
A.
Well, March -- well, yes.
mean, I
think that's a
reasonable assumption.
Q.
So early on in your research -- I mean, in your
employment at DHA, you either knew or saw something that
indicated Jackie Glisson was -- had some kind of arrangement
10
where he was construction supervisor for, among other things,
11
at least, this cabin in Stoneville that was being built,
12
correct?
A.
13
Right.
saw documentation that indicated two
14
things to me.
One, that he'd been paid monies for services
15
not provided; two, that he had provided some services in the
16
past.
17
Q.
Do you know Patrick Owen -- Owens?
18
A.
Yes.
19
Q.
Are you and Patrick Owens friends?
20
A.
I think that's fair to say.
More -- more so we've
21
had professional relationships in the past where he's worked
22
at various hospitals or a couple of hospitals where I was,
23
more
24
25
that relationship than friend, I would say.

Q.
At some point while you were working at DHA, didn't
Owens quit his position at DHA?
YOLQME II
ORIGINAL TRANSCRIPT

MISSISSIPPI
JAMES WAYMON HAHN
PLAINTIFF
VERSUS
CAUSE NO. L10- 441
DEFENDANT
DEFOSITICJV OF ROY CA/11PBELL
APPEARANCES:
Waide & Associates


Phelps Dunbar
4270 I-55 North
Jackson, Mi ssi ssi ppi
39211

ALSO PRESENT:
James Hahn

4270 I-55 North
on December 14, 2010,
REPORTED BY:
of the Plaintiff
Phelps Dunbar
39211
at 10:35 a.m.

CSR NO. 1832
EXHIBIT
:t.
(601) 825-6339
Fax (601) 825-1154
P. 0. Box 1731, Jackson, MS 39215
www.sharro nallen.com
22
Q.
okay.
Go ahead.
A.
And then he said, "It could be fraud.
what I don't know that scares me the most.
enough to trouble me.
I won't be a part of it."
MR. FRIEDMAN:
17 pages.
7
8
BY MR. WAIDE:
Q.
counsel, this goes on for
Do you want him to read all of this?
I don't know what else we can do.
for the delay.
I'm sorry
we can go as fast as you can.
11
A.
okay.
12
Q.
Just read it literally.
13
I've seen
Then, the top of the next page
10
It's
All right.
I'll pick up the pace.

I understand your
concern.
14
A.
Fair enough.
15
Q.
I mean, it's hard on somebody to just sit
16
here and listen to this, but I feel 1ike I need it in a
17
form where we can understand it.
18
A.
okay.
19
Q.
so just read it literally as quickly as you
20
21
can.
If I have a question, I 11 come back.

I
A.
okay.
22
Top of page 93:
K.F., no transparency, no
23
good procurement systems.
24
driven. can't find out how much cash on hand.
25
accounts haven't been reconciled in months.
Budget is politically
Bank
23
Employee who works strictly as K.F. 's
housekeeper runs errands for her children.
Board
doesn't know what's going on.
isn't this detailed? They said, We're scared of her.
Everybody is scared of her.
board.
benefit from DHA.
go1ng on.
went to auditor.
why
Not being critical of
Many of members represent interests that

others don't have a clue what's
Top of page 94:
K.F., she's sick.
I'm
10
afraid she's impaired.
I've been around a lot of
11
psychiatrists, and I know impairments when I see them.
12
You won't see it.
13
people.
Everything has a sexual connotation.
14
F word.
No CEO decorum.
15
spirit.
Routinely alleges sexual overtures and affairs
16
toward her.
she's one of the most talented

uses the
self-promoting, arrogant
I can't stay in this company.
After first month found out she was having
17
18
affair with Keith Mansel.
He broke it off.
19
the ability to force a relationship on a man who
20
doesn't want one.

she'll be 1n jail one day if board doesn't
21
22
intervene.
23
company and have my integrity compromised.
24
25
She has
I don't want her job.
Top
specifics.
of Page 95:
I won't work for a
No accountability.
Everyday happenings.
one, when he started,
24
K.F. was driving red car, then switched to blue car.
Then changed policy so that she got $3,000 per month
and she bought red Mercedes Benz.
approved any of those vehicles or that $3,000
allowance.
Doesn't think board
Number 2, pension contribution 11.3 percent
from DHA, then heard amount was going to 20 percent.
Asked if plan was ERISA-compliant.
K.F. was trying to provide security for
10
employment-at-will employees.
11
20 percent.
12
Board knows nothing about it.
Everybody not getting
Doesn't think that would pass muster.
And I wrote out 1 n the marg1 n, "He hasn't
13
14
No one knew.
mentioned this to Hilpert or any board member."
15
Then down at the bottom, I have a duty to the
16
board that supercedes line of authority to CEO to
17
report these things.

Top of page 96:
18
19
she has auditors buffaloed.
They're scared of her.
20
Number 3, condo 1n oxford.
First day on job
21
she said she wanted him to get to work on the oxford
22
office.
23
He got deal for $18 a square foot.
24
get a condo on
25
it, saw him 1n here.
Quote, I want somewhere I can shop, end quote.
th~
she asked him to
square. one board member knows of

Doesn't think board very -- I'm
45
A.
To Delta Health Alliance.

This is a reference to the line above, Karen
Fox has protected Chuck.
That's Chuck Fitch.
Chuck
Fitch, according to what I learned, had exceeded his
budget and incurred a $900,000 obligation, obligating
DHA, _that was related to the electronic health records
project, which Karen Fox found out about only after the
fact.
Q.
who told you that?
10
A.
Karen Fox.
11
Q.
But you didn't talk to her at this time?
12
A.
No.
13
Q.
well, this says there's a $300,000 payment
14
coming due.
15
$900,000 obligation to?
who is owed the $300,000 and who is the
16
A.
I'm not sure.
17
Q.
That's not Allscripts?
18
A.
I don't know that.
19
Q.
Who was it that told you Mr. Fitch was the
20
person that got that obligation that was over budget?
21
who told you that?
22
MR. FRIEDMAN:
23
scope of this investigation?
24
25
Are we go1ng beyond the
THE WITNESS: Yes.

that until later.
didn't learn about
52
Q.
Did you make any recommendation to the board?
MR. FRIEDMAN:
I'm
go1ng to instruct him not to answer.
BY MR. WAIDE:
Q.
Do you know who from the board decided or
made the first motion to find Mr. Hahn's charges
baseless?
MR. FRIEDMAN:
I'm go1ng to object.
I'm
go1ng to instruct him not to answer.
9
10
BY MR. WAIDE:
Let me look at the complaint just a little
11
Q.
12
bit with you.
13
MR. WAIDE:
Do you have an extra copy of
that?
14
15
MR. FRIEDMAN:
16
MR. WAIDE:
17
MR. FRIEDMAN:
If I go to my offi ce .
You may -HOW
much longer are you
18
go1ng to be?
19
to tell him what's go1ng on here.
20
I've got Will Manuel.
I just want
(OFF THE RECORD)
21
BY MR. WAIDE:
22
I'm going to object.
Q.
Let me go through this complaint.
some of
23
these things I remember were mentioned-- well , first
24
of all, have you already told us about the
25
investigation you did, the witnesses you've talked to?
-- - --
_LL...-..,...__ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ ____
;;;.....;...,;-.....;;;;;....o;.;;;~.=..;;
-..;;;
;;..,;
=
;;.._;,
-_
___,
.
--
53
1
2
A.
Yeah.
Let me just say the difficulty I'm
having 1s that I've told you about the investigation I
did up to May lOth.
That's what I've told you about .
Q.
Did you do some investigation after May lOth?
A.
well , I guess, in part, as a result of this
lawsuit; but just generally, anyway, I have continued
to accumulate information.
Q.
well, but the decision to get rid of Mr. Hahn
10
was made, I was thinking, around May -- what's your
11
understanding of when that decision was made?
12
A.
well, there was a decision on May 17th to ask
13
for his voluntary resignation, which followed his
14
taking a leave of absence.
15
decision on
16
give him
17
him to res1gn or to terminate him by noon on -- I think
18
it was May 28th.
19
'
You've listed all the witnesses that you've talked to?
Q.
And then there was a
I think it was May 25th, to ask
to
I can't remember right now -- to either ask
All right.
Prior to asking him to res1gn
20
around May 17th, did you do any investigation other
21
than what you've told us about?
22
A.
I continued to talk to different people.
23
Q.
when did you first talk to Karen Fox?
24
A.
25
-- ---- --
do not know, but it was --
think it was
at some point before the May lOth meeting .

-- -- - -- -
-- -- - - . -
- - - --- -
54
2
3
4
Q.
You don't have any notes from your talking
A.
I don't.
to
I thought I did, but I cannot
locate any notes of that.

Q.
All right.
I want to look at these
allegations in the complaint and see whether these were
things that you talked to these witnesses about.
you would turn over to page 2, paragraph A.
where I'm at, paragraph A?
If
Do you see
do.
10
A.
11
Q.
Mr. Hahn did talk to you about pay1ng the
12
oxford attorney for Dr. Fox's legal expenses.
13
one of the things in his notes, as I remember.
14
what you remember?
15
A.
That is what I remember.
16
Q.
okay.
That's
Is that
Have you ever seen any board minutes
17
where the board authorized Dr. Fox to pay Dr. Fox 's
18
legal bills?
I'm going to object and
19
MR. FRIEDMAN:
20
instruct him not to answer.
21
22
23
MR. WAIDE:
How is that attorney-client
privilege, Gary?
MR. FRIEDMAN:
Here's the thing, Jim:
24
I've tried to accommodate you so that you could
25
depose them about the factual part of their
- - - ...____ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ __J
55
investigation, and that's what I've done.
could have taken the position you can't depose
him at all because they're the attorneys for the
DHA; but in an effort to try to accommodate you,
I've done this.
you go any further.
enough to know if I give you this much, you're
going to take a mile, and I'm just not going to
let you open the door.
10
11
And I'm just not going to let

We've been with each other
BY MR. WAIDE:
Q.
on this B, as we went through your notes, I
12
don't recall any justification from the witnesses that
13
you talked to about any business use of this
14
condominium.
I don't recall any.
Did any of these witnesses indicate to you
15
16
there was some business use being made of that
17
condominium, to your knowledge?
18
A.
I don't remember anything com1ng up either
19
way about the condominium in oxford in the interviews
20
that I did.
21
Q.
All right.
I want to show you, and I didn't
22
make a copy of this, but it's Exhibit 10 to Mr. Hahn's
23
deposition.
Are you familiar with that?
have seen this before.
24
A.
25
Q.
okay.
--- --
I don't recall that being mentioned in
-U..------------------~-=-------....;;;;...~....;;;...;;..;,;;;..;;;;;.;-:...:::.;:;..=.~
-- - - -
--------
--
ORIGINAL TRANSCRIPT
IN TH E CIRCUIT COURT OF LAFAYETTE COUNTY,
MISSISSIPPI
JAMES WAYMON HAHN
PLAINTIFF
VERSUS
CAUSE NO. L10- 441
DEFENDANT
DEFVSITIOV OF WILL M4NUEL
APPEARANCES:
Waide & Associates


Phelps Dunbar
4270 I-55 North
39211

ALSO PRESEN~
James Hahn

4270 I - 55 North
on December 14, 2010,
REPORTED BY:
~ ~~P.ciates
of the Plaintiff
Phelps Dunbar
39211
at 12:58 p.m.
SANDRA MUELLER , CSR, RPR

CSR NO. 1832
EXHIBIT
(60J) 825-6339
Fax (60]) 825-1154
P. 0. Box 1731, Jackson , MS 39215
www.sharronallen.com
I
I
I
1
2
the lease agreement.

Q.
Did he just bring that up about the condo 1n
oxford, or did you think there was some controversy
about it?
A.
I probably asked him about that.
Q.
well, do you know whether that's true or not
about the condo being complimentary?

I don't know.
A.
he told me.
10
Q.
11
any further?
12
A.
13
14
15
18
19
20
21
Q.
policies:
24
25
didn't call the landlord or anybody like
All right.
It's got a note there on travel
.. Aware of some employees took . .

I'm not seeing it.
II
what does that note say
at the bottom there?

A.
.. Aware of some employees took
II
And
have no idea what the rest of that statement would be.

Q.
okay.
on the next page, page. 65 Bates
number, it's got the note .. Jere Nash ...

were you talking to Jere Nash, or 1s this
22
23
As far as you know, you never checked on that
that, no, s1 r.
16
17
I just was writing down what
something Mr. Boggan told you right here?

A.
This would be my conversation with Mr. Boggan
about Jere Nash.
24
A.
well, I saw the notes that I had in here
earlier in my conversations with Ricky Boggan that said
it was complimentary by the landlord while the office
was being constructed.
told me that fact.

Q.
so I know at least Ricky Boggan
It was complimentary; but as far as it
actually being used for, say, any business purpose, did
anybody ever give an explanation for what was--
A.
Honestly, I can't remember.
It may be 1n
10
some of these notes, but I can't remember just sitting
11
here whether somebody told me anything about that or
12
not.
' ')
13
14
15
It looks like the cost of furnishings
were paid for with indirect funds.

A.
I have "cost of furnishments"--
"furnishments," that's a great word-- "cost of
17
furnishments" written here.
18
it, in a bracket, "indirect funds," which I would say
19
indicates that I believe that indirect funds were
20
somehow told to me to be involved with that; but I
21
don't know exactly how.
23
----- ---
okay.
16
22
Q.
24
25
-- - --
Q.
And then I have next to
There's a note down here that Karen Fox had
attorney's fees that were paid through nongrant funds.

A.
It says "Karen Fox had attorney's fees paid
through nongrant," yes, sir.
37
assum1ng that that Boggan comment was related to that
comment; but I can't tell you sitting here today
exactly how.
Q.
The next page, it says chuck had overspent
his budget, $800,000 over.

A.
That's on page 82, yes, sir.
the top.
i t ' s got "800 , 000 over . "

Q.
10
I'm
It says "chuck overspent his budget," and
she brought him, apparently, from UT, 1s what
see~ng.
A.
11
I wrote that at
That's what my understanding was, that she
12
had brought Mr. Fitch with her from the University of
13
Tennessee.
14
15
Q.
she says chip called chuck and told him that
everyone is implicated in federal wrongdoing?
16
A.
That's what I wrote down, yes, s1r.
17
Q.
That she had said?
18
A.
This is based on my interview with her, yes,
19
sir.
20
everyone is implicated in a federal wrongdoing."
21
22
23
It says, "chip called chuck and told him that
Q.
Did you follow up on that?
Do you know what
she was talking about?

A.
I don't know what we were talking about here
24
today, what sort of conversation --
25
chuck Fitch at all, or chip Morgan.
didn't talk to
49
Alliance, LLC?
A.
Just Delta Alliance?
Q.
LLC, yeah .
A.
No, sir.
Q.
Now, she talks about Allscripts on the next
A.
Yes ,
Q.
Who is Allscripts?
page.
s1
r.
Do you have an
understanding of who Allscripts is?
10
'
Have you ever heard of that?
A.
From what I can remember, they're some kind
11
of electronic record company, but that's really all I
12
know.
And she says "chuck
13
Q.
14
A.
IIi s gone from the company. II
15
Q.
"is gone from the company."
16
A.
I'm assuming that I was talking about Delta
18
Health Alliance there.
19
with Allscripts or not.
20
Q.
A.
--------
It looks here like Fitch is disputing a bill.

"Fitch disputed the bill ; didn't discuss
outstanding amount."
24
25
I don't know if he was ever
Do you take that to be a bill from Allscripts?
22
23
Meaning from
Allscripts, or do you know?
17
21
Fitch~~--
I wrote that under the Allscripts section,

but
don't know if that's necessarily a bill from
50
A11 scripts.
Q.
that?
It looks like it's got some --what amount 1s

700,000?
A.
That's 700,000, yes, s1r.
Q.
It looks like we're talking about some bill,
possibly from Allscripts, that Fitch is disputing.
that what we're seeing here?

A.
Is
I wrote all that stuff under that Allscripts
section; but sitting here today, I don't exactly
10
remember how it all fit together.
11
budgeted some for it; she is disputing it," is what I
12
wrote down.
Q.
13
I did write "have
Let me ask you something about some of this,
14
and this may be something that she never took up with
15
you:
16
her, Karen Fox, any financial benefit of any kind?
Did she ever tell you that Allscripts was giving
17
18
MR. FRIEDMAN:
not to answer.
19
20
I'm going to instruct him
MR. WAIDE:
Excuse me.
she's not the
client here.
21
MR. FRIEDMAN:
22
MR. WAIDE:
Like I said.
Earlier, the witness
23
previously testified that Karen Fox is not the
24
client.
,.I
25
MR. FRIEDMAN:
Yes.
61
Jere Nash.
A.
Jere Nash.
Q.
That he was being paid $750 a day?
A.
That's right.
consulting."
Q.
Consulting.
A.
That's what I wrote down, yes, s1r.
Q.
And discounts, it was easier to go through
A.
That's what I wrote down, "discounts, easier
2
3
10
s1 r.
to go through him."
13
14
Q.
It says something E. F. -- 1s it E. F., or
something F, in charge of setting up with Nash?

"Karen Fox in charge of setting up with Nash,
15
A.
16
dash, work."
17
Q.
Down at the bottom, it says Nash worked with
18
Indianola project .
19
there?
20
..
It says "$750 a day, dash,
him.
11
12
I wrote "Jere Nash" down, yes,
A.
can you tell what she's saying
It says, "Jere Nash worked with Indianola
21
project.
Invoices are well documented," is what I
22
wrote down.
23
Q.
on page 129 it's talking about a special
24
sess1on of the board to discuss chip Morgan, it looks
25
1 ike.
./
63
been a quote that Patrick said was said, that he heard.
Q.
office.
A.
And something about paying for an unfurnished

It says "paying for an unfurnished office,
dash, no discussion about liquidating condo."
what I wrote down.

so, apparently, if you're judging from this,
Q.
That's
then, Mr. owens is saying that Karen is upset at
Mr. owens for letting her pay for $111,000 of office
10
furniture.
11
A.
well, sitting here today, I know that I wrote
12 '
down that Karen Fox chewed him out and that he reported
13
that there was -- somebody said, "Why did you let me do
14
this?"
That's what I can tell from what I wrote
15
16
down.
17
don't independently remember what we were talking
18
about, other than what
19
But is it independently remembering about it?
Q.
wrote down.
Mr. owens is also talking about a taped
20
conversation with chip Morgan, in the middle of the
21
page.
22
23
24
25
A.
"Taped conversation with chip Morgan."
I did
write that down, yes, sir.
Q.
can you tell who he's say1ng had taped the
conversation of Mr. Morgan?
64
A.
I can't from there either, at all :
Q.
He's also saying that she
A.
I wrote that down; "she shredded bills faxed
sh~edded
the bills?
to Patrick owens."
Q.
she shredded the attorney's fees bills?
A.
I'm not sure what it meant there, but it says
"she shredded bills," is what
8
9
10
Q.
Assuming that Mr. owens is telling the truth,
do you know of any legitimate reason why bills would

have been shredded?
11
MR. FRIEDMAN:
instruct him not to
answer.
12
Go ahead.
13
14
BY MR. WAIDE:
15
Q.
16
wrote down.
It says down here, down at about the fifth or
sixth line, "don't trust Dr. Fox."
17
A.
Is this still on 130?
18
Q.
This is on page 130.
19
A.
oh, yes.
20
trust Dr. Fox."
okay.
Up here, it says "don''t
That's what
wrote down.
21
Q.
Does it say he resigned from the company?
22
A.
Let's see.
Yeah.
23
Is this at the top?
"He resigned from company back in
24
March of 2010 and decided to come back . " I do remember
25
that.
He told me that he had resigned from the company

- - - -- - - - - - - - - - - - - - - - - - - - - - - - - - - --
74
It says something VP 20 percent, everyone
else 11.3 percent.
about there?
A.
can you tell what he's talking
That's what I was -- from my understanding,
there were certain people that were put at 20 percent
contribution, and everyone else was at 11.3 percent.
Q.
Do you know what that VP
11
means?
A.
I don't know what the VP
11
means, but that
9
10
11
11
was just what my understanding about the retirement

was.
11
Q.
Talking about chip Morgan attends the board.
12
A.
That's what
13
14
15
16
17
18
19
20
21
22
23
24
25
wrote down.
"chip Morgan
attends board."
Q.
"chip recuses himself and sits outside."
Is
that what he said?

A.
That's what it says, "sits outside," and
then , dash , "between. "

Q.
don't .
we got an allusion here that Allscripts, down
the next page, and $700,000.

A.
It says "2007 DHA debt with Allscripts, dash,
EHR equipment, $700,000."
Q.
Did you ever find out about what's getting on
with this $700,000 alleged debt to Allscripts?
A.
Other than what
wrote down here, it says
it IS been in negotiations and dispute.
And that's
75
haven't looked at anything specifically --
Q.
You didn't ever see anything that would tell
us whether or not $700,000 was legitimately owed to
Allscripts or not?
A.
Not from what I can tell from here.
Q.
All right.
A.
Yes.
Q.
can you read here about Ricky Boggan.
legal counsel?
Look down here to Ricky Boggan.
was he
Is that what it's saying?
10
A.
It says "was coo and legal counsel."
11
Q.
she's having some
12
A.
"she hung him out to dry with a legislator"
13
1s what I wrote down.
14
Q.
Legislation?
15
A.
"Legislation written, dash, was asked who
16
17
wrote
~t,
Q.
comma, she hung him out to dry."

Are you taking that to mean there was some
18
legislation that he wrote that -- or she accused him of
19
writing or something?
20
21
A.
was asked who wrote it, she hung him out to dry."
22
23
24
25
What I wrote there is "legislation written,
I don't know what the "it" was that they were

writing, whether it was legislation or something else.
Q.
You've got another reference to chuck Fitch
and something about $700,000 Allscripts.
ORIGINAL TRANSCRIPT
MISSISSIPPI
JAMES WAYMON HAHN
PLAINTIFF
VERSUS
CAUSE NO. L10-441
DEFENDANT
DERJSITiav OF J-KMIARD DA \ITS
APPEARANCES:
Waide & Associates


Phelps Dunbar
4270 I-55 North
39211

ALSO PRESENT:
Karen Fox, M. D.
Taken at the instance of the Plaintiff

In the Law offices of campbell DeLong
923 washington Avenue
Greenville, Mississippi 38702
on December 8, 2010, at 11:32 a.m.
REPORTED BY:
KELLY JACKSON, CSR

CSR NO. 1823
EXHIBIT
Fax (601) 825-1154

(601) 825-6339
P. 0. Box 1731, Jackson, MS 39215
www.shatTonallen .com
A.
We go in and express an op1n1on on whether or
not their financial statements present fairly the
financial position and operating results of the entity.
Q.
All right.
Am I correct in saying that 1n
being an auditor, you would not look to see, for
example, whether a particular item of work
done?
perform some serv1ce, you wouldn't look to see whether
that service was done -- or would you?
10
11
12
wa~
actually
For example, you know, if they contract you to
Is that
something you would investigate?

A.
It would depend on the materiality of the
issue.
13
Q.
Let's say it --
14
A.
our job is to express an op1n1on on the
15
financial statements.
16
Q.
Let's assume materiality.
17
A.
okay.
18
Q.
-- that it's material that you spend $2,000 a
19
Let's assume --
month on an apartment.
20
A.
urn-hum. (Affirmative)
21
Q.
You wouldn't investigate to determine whether
22
the apartment is actually being used for business
23
purposes -- or would you?
24
A.
we
25
Q.
You wouldn't?
would.
----- -ll=====..::==========================-========:I-----
$3,000 a month car allowance, she also had another
vehicle under lease.
it?
A.
Is that what you remember about
well, Delta Health Alliance had a vehicle
under lease that she was driving.
Q.
Right.
A.
It's my understanding that she stopped
driving that car and started using her personal car.
Q.
With a $3,000 a month travel allowance.
10
A.
That's right.
11
Q.
You weren't asked to investigate whether it
12
13
14
15
was appropriate or inappropriate.

A.
No, no.
That's correct.
Am I correct?
I
mean, you're
correct, yeah.
Q.
All they wanted to know is what the travel
16
was and not whether it was appropriate or
17
inappropriate.
That was not part of your
18
A.
That's right.
19
Q.
And you never told them it was appropriate?
20
A.
21
22
never commented on it one way or the other.
That's correct.
Q.
All right, s1r.
All right.
notice 1n here
23
that you refer to federal per diem rates for meals
24
calculated on a basis of actual travel.
25
A.
Right.
'!
1
2
3
4
Q.
That's not the way Ms. Fox's travel had been
calculated when she was paid $3,000 a month for travel.

A.
When she started -- when she started
rece1v1ng the 3,000 a month you're talking about?
Q.
Yes, s1r.
A.
No.
7
8
9
That was just 3,000 a month added to her
compensation, nonaccountable plan

Q.
Did you investigate who made that decision to
add the $3,000 a month to her calculation?
10
A.
No.
11
Q:
would your area deal with whether or riot an
12
employee should be allowed to increase her own
13
compensation without authority of the board of
14
directors in that fashion?
15
you would deal with?
16
expertise?
17
18
19
20
Is that outside your area of
MR. FRIEDMAN:
that.
I'm going to object to
It assumes evidence not 1n the record.

Go ahead.
A.
Is that one of the areas
You can answer if you can.
well -- all right, normally, we get a copy.
21
of course, the board of directors would have to approve
22
executive compensation.
23
BY MR. WAIDE:
24
25
Q.
That's my question.
directors ever approve that?
Did the board of
10
A.
I don't know.
In doing the 6/30/10 audit
I've asked for minutes, but I haven't gotten any yet.
And I can assume, though, that that's probably -- that
was probably done in executive session and I wouldn't
get it anyway.
6
7
Q.
so you don't know whether there's any record
of the board of directors approving that or not?
A.
No, I don't.
Q.
But you're saying
1s that an accounting
10
principle that the board of directors would approve
11
compensation of executive employees?
12
A.
It would be an internal control procedure.
13
mean, it wouldn't be anything about accounting .
14
would be an internal control issue.
15
Q.
It
well, would you consider it to be a financial
16
irregularity if an executive employee could 1ncrease
17
her own travel compensation without authority of the
18
board of directors?
19
20
21
22
A.
If the policy called for the board of
directors to approve her package,

Q.
would say yes.
Well, how can a corporation run its business
if the board of directors doesn't control that?

agree with you.
23
A.
24
Q.
All right, sir.
25
You looked at documentation
also about the Jere Nash work and Jere Nash's firm's
11
work?
A.
Right.
Q.
Did you actually look at the invoices
Mr. Nash sent?
A.
I did.
Q.
What happened to those invoices?
still have them?

A.
Q.
11
had billed.
12
A.
Is that all you did?
what I did was I got the original contract --
13
memorandum of agreement or contract or whatever -- with
14
the company and read what the agreement was that he was
15
going to do.
16
read the description of the work performed on the
17
invoices and saw that it was c onsistent with the
18
original contract, and that's what I reported on.

Q.
Then I had them pull all the invoices.
But whether he
eve~
did that work listed on
the invoices, you wouldn't monitor that, would you?
21
A.
No, sir.
22
Q.
would not?
23
- -
I gave them back to the-- to Delta
And all you did was report the amount that he
10
20
No, sir.
Health Alliance.
19
Do you
Did you ever-- well, let me show you an
24
e-mail here that's Exhibit --
25
number was.
--
- u.--- -
don't know what the
There it is, Exhibit 2.
Have you ever
- -
-- -- ------------------------------1
~-
--
. -
12
seen that e-mail before?
A.
(Reviews document)
Q.
Take a few minutes and look at that, if you
would.
A.
5
6
No, sir.
(continues to review document)
to read the whole thing?

Q.
No.
just want you to understand what's in
it.
understand what's being said here.
10
11
12
You want me
Just read through to where you're satisfied and
A.
I'm not sure I know who Keith 1s.
don't
know who RK is.

Q.
But you can assume that this gentleman
13
referred to is Dr. Khayat.
14
the university of Mississippi.
RK 1s Dr. Robert Khayat of
15
A.
okay.
16
Q.
First of all, I take it this e-mail 1s not
(Continues to rev1ew document)
17
something you were shown during the course of your
18
investigation.
19
A.
No, sir.
20
Q.
You were asked to look at the bills and at
21
the contract and see if the bills and the .contract are
22
in agreement?
23
A.
That's right.
24
Q.
And all you're testifying to 1s that the
25
bills and the contract seem to agree.
13
A.
Yes, sir.
Q.
But that wouldn't have anything to do to
investigate what work Mr. Nash was in fact doing.
correct?
A.
That's right.
Q.
And if Mr. Nash was 1n fact writing an e-mail
here like Exhibit 2 --well, let me get you-- how
would you characterize what he's doing here?
MR. FRIEDMAN:
that.
10
I'm going to object to
That's totally irrelevant to ask the

well, it's relevant--
11
MR. WAIDE:
12
MR. FRIEDMAN:
He had never seen it
13
before.
14
never seen -- he's a CPA for DHA.
15
to do with this, Jim.
16
His opinion about what this means and

He had nothing
I don't know what -- "e-mail blasts,
A.
17
university chat rooms,
18
about.
19
BY MR. WAIDE:
II.
I don't know what he's ta 1 king.
20
Q.
You don't know what he's talking about?
21
A.
No,
22
Q.
But you're not testifying that you ever told
Sl
r.
23
Delta Health Alliance that what Mr. Nash is being paid
24
for is appropriate and proper use of funds --
25
No, sir.
A.
-
14
Q.
-- are you?
A.
No, s1r.
Q.
And you haven't seen any document that would .
I've never commented on that.
indicate it would be an appropriate use of Mr. Nash's
skills and services to discredit, say, Dr. Khayat of
the university of Mississippi.
compliance with the contract, would it?
A.
I don't --
9
10
MR.
A.
13
14
FRIEDMAN:
I object to that.
I didn't understand your question.
11
12
That wouldn't be 1n
MR. FRIEDMAN:
Well, first of all, I
object to the question.
second --
BY MR. WAIDE:
Q.
You did not mean to say 1n your letter here
15
that Mr. Nash is making an appropriate use of the money
16
he's being paid by the --
17
A.
No, I did not.
18
Q.
You did not say that.
19
A.
No.
20
Q.
And you never told anybody from Delta Health
21
No, I did not.
Alliance that?
22
A.
No, s1 r.
23
Q.
And you never told them that it would be
24
appropriate for him to utilize monies being paid him by
25
the taxpayers through Delta Health Alliance to
'
15
1
2
discredit Dr. Khayat?

A.
No, s1 r.
MR. FRIEDMAN:
I'm going to object -- just
a second.
I'm going to object to that.
misleading.
this was not done through Delta Health Alliance,
and I'm not go1ng to leave that on the record
like that.
There's already been testimony that
MR. WAIDE:
That is
Well, I believe her testimony
10
this morn1ng was that the purpose of his seeking
11
this information was related to the controversy
12
between ole Miss and Delta Health Alliance.
13
MR. FRIEDMAN:
The testimony was that chip
14
Morgan from the Delta council
15
not Delta Health Alliance.
16
advice, and that's what he got back.
17
18
ask~d
him for that,
or asking for some
BY MR. WAIDE:
Q.
Did anybody from Delta Health Alliance ever
19
ask you about whether you thought, in your opinion,
20
that what Mr. Nash was doing for Delta Health Alliance
21
was an appropriate use of taxpayer money?
22
ever ask you that question?
23
A.
No, s1 r.
24
Q.
All right,
25
.r.
Sl
Did anybody
Did anybody from Delta
Health Alliance ever tell you they were going to use
16
your report or investigation as a basis for firing
James Hahn?
A..
No, s1 r.
Q.
Did you know that James Hahn's allegations
had anything to do with your --
A.
No, s1 r.
Q.
All right, sir.
Now, the next one relates to
lobbying.
It's paragraph B, and it relates to lobbying
and money being paid to Delta council; and you made
10
some studies and found out that the contract provided
11
for $275,000 annual payments to Delta council.
12
A.
urn-hum. (Affirmative)
13
Q.
correct?
14
A.
Yes, s1 r.
15
Q.
And it was your understanding that that
16
17
18
19
related to accounting services based on what -A.
Accounting and administrative serv1ces.
was my understanding.
Q.
That
That's, right.
Did you make any effort or were you asked to
20
determine whether the services being provided were
21
worth the amount -being paid for the services?
22
A.
No, s1 r.
23
Q.
Did not?
24
A.
No, s1 r.
25
Q.
so you didn't say
you didn't g1ve any
Tina Manning
.r::_rom:
pnt:
l'o:
Subject:
jerenash@ bellsouth.net
Saturday, May 02, 2009 7:07 AM
Chip Morgan
Ideas
(!] CUIIENTmt I
EXHIBIT
You asked about ideas.

My first caveat is that I am more of a strategist than a tactician. rm better behind the lines planning the next
move than in the tank headed toward the enemy. Also, you and Keith and others know the players and the
connections and the personal histories of all these characters far more than I do.
All of that being said, if it is your sense that RJ,uw.ants~to avoid any.<bn.d.,of. embarrassment before he steps
down, there are all kinds of ways to give him a sense that embarrassment is right around the cor.p.er. As you
know there .are two kinds of embaiTassment in Mississippi-- the public kind and the peer group/social network
kind. Each can be an effective motivator.
\
As for the public kind, it seems there are three venues: (1) .the press; (2) the Legislature; and (3) the College
Board. The typical free media outlet is pretty weak in Mississippi (as you know), but that doesn't mean that a
juicy story about UMC losing millions of federal dollars because of bureaucratic bumbling wouldn't entice even
the laziest reporter. But in today's world, there are also blogs, radio talk shows, email blasts, university chat
rooms, anonymous mailings, etc. All of which can be put to good use to make a point. And most of these
venues feed on themselves; calling one editor to quash a story, like RK could have done in the old days, can't
happen today. Once the story gets on the web, it is like a growing organism. I know this from other work-)Me has a less than stellar in-house PR/communications operation. They are very weak, and would-have no
clue about how to counter this kind of frontal assault. They know virtually nothing about message development
and message delivery.
Second is the Legislature. There are:plenty of key and influential legislators who know nothing about DHA, but
who care deeply about health care iii general and health care in the Delta specifically. Many of these same
legislators are always looking for a way to make some headlines, regardless of the sacred cow they have to taint
along the way. Many of them would "like nothing better than to put UMC in the scope of a legislative
investigation (such as a request to the PEER committee and some public hearings). Along these lines, the thing
you got going for you in the Legislature is that UMC has adopted a "scortch-earth"policy in its relationships
with other health care operations in the state. They have no friends among the larger medical and health care
community. Any legislator or group of legislators who decides to take them on, would have plenty of folks
standing on the sidelines cheering them.
Third is the College Board. You have three of the eight presidents on your governing board. And I suspect the
MVSU president can work to gain the support of ASU and JSU. All of a sudden you have the beginning of a
group to push back against Ole Miss within that tight fraternity (I recognize what your board chair said about
the informal hierarchy among presidents, but numbers can help gjve the apperance that something embarrassing
might happen), not to mention friends you could develop on the board itself. You know this world far better
than I do, I suspect you could certainly create an environment in which RK is uncomfortable.
Then there is the social and peer world that RK inhabits, a world I know virtuaJly nothing about. I left
;eenville after high school and didn't return to Mississippi untill978 to work pmttime and didn't move back to
11ve until 1986. I missed the Ole Miss world and all the people and connections and events that took place in
the late 1960s and 1970s that sort of define the group of folks we are now talldng about. But it is my
1
): )pression that folks who live in that world work to avoid embarrassment within that world (regardless of what
is happening in real life). I could, of course, have all of this wrong, but there are folks who I suspect you could
bring to your tactical-planning table (ostensibly to help solve this problem) but who also can help provide some
"fl-Otivation for RK to do "the right thing" simply because they live on the same social/peer group planet that he
does. There are lobbyists, political operatives, lawyers with the major law firms, doctors in private practices,
and key businessmen who inhabit that world BUT who also over the years have evidenced a personal interest in
. health care policy (and who would be pissed at what UMC is doing). Many of them I feel sure would enjoy
being part of your team.
As I have said before, DHA brings two advantages to the table of public policy in Mississippi that previous
organizations have not. One is money. You have the ability to hire great staff and fund serious programs, but
you also have the ability to pay for the best team of consultants available to help steer you through these
thickets. Second is the Delta Council. Among the core group of white folks who have political power in the
state, the Delta Council and its members and officers are right there in the middle of that mix. You have used
those two advantages to get the DHA to where it is today; you just need to keep exercising them tluough this
mess.
I recognize what I have written represent generic options rather than specific recommendations, but I also don't
know how you want to play it. I'm more of a nuclear war kind of guy: I believe the only way to make progress
in Mississippi is to blow up existing institutions and start new. I fully recognize there are less extreme points of
view (and that oftentimes those less extreme options can work out and engender progress). So, I put the ball
back in your court. I am happy to think through maldng any of these options happen and how they might
interact with the options you are considering. Just let me know. I'll be on my cell phone all weekend.
.-: :.. :
II_I8RADLE:Y
lblJ
It~)' IJ, C:ol'lllflbGII, 111

lllll;at rMil ) ~ 11~-?~:1~
F;J~; (Mll) Sll~l6.l4
ARANT
BOULI .CUMMING~~
!,l\.1111\phCllllljh~h~.,rll\1
May 18,2010
VIa Certlrled Mall

Personal C~nd Conffd&rttial
Mr. Ja:neB Hahn

315 Globe Loop
Oxford, MS 38655
Re:
Dear Mr. Hahn:
Pursuantto action of the Delta Health Alliance Board of Directors on May 17.
2010, enc:l on behalf of its chairman, Dr. John M. Hilpert, I write to request your
reslgnatioh, in wnling, no Isler than 5:00 p,m, Thursday, M~y 20, 2010, effective at that
time. Admit~istrativt:l leave means you are to remain physically sepElreted from all Delta
Heallh Alliance offivE1-S ~nd other facilities, you are forbidden access to all technologyt
file~. and CJther property of the organization, and you will c6nduc! r'lO bw;iness on behalf
of or in the name of.the corporation. You could be personJ!Iy liable for any action taken
in violation ot these restriction~,;.
Please addr9ls~ your resignation i:lir~ctly to Dr. Hilpert and deliver it to the Delta
Health Alliance offir.:e;:; in Stoneville, Mississippi.
Pleas~
11ave your lawyer oontaot me with any
RDC/rfT\n
cc:
Dr. John lVI. Hilpert (via eme1il)
ques~ions.
EXHIBIT
MUTUAL R6LEASE
AND SJ:trtU:MENI AGREEME:NT

t
One of the parties released and releasing hereul'lder Is Delta Health Alllan~e.
Inc., hereinafter referred to as "DHA".
2.
Another party released t~nd releasing hereunder .is James W, Hahn, including his
heirs, sutc;~ss or~ . a.dministtators, ~Osr'!ts and/or representatives, hereinafter referred to, jointly
ano ihdividually, separately end collectively, as "Hahr.l''.
3.
~s
This Mutual Release and Settlement Agreement rn-ay hereinafter be referred to
the "Agr~ement."
AG~EE~
4.
FOR ANO lN CONS!DERA TION cf !Jf-\A allowing Hahn to rernaih employed al'ld
accrue. and receive benefits through
2010, the total VPlue of which is
$
-' the sufficiency <:~nd adequacy of which is horeby expressly
acknowlod!jed, Hahn doeE hereby irrevocably ~nd unconditionally relel!~;;e, aequll, remlse, aM
forever discharge OHA, togethl'Sr with Its sub$idiarles and related companlaE, director.>, offlcersT
departments, divisior-as, branches, servan\!l, agents, insurers, employees, assigns, suc:cesgors,
attorneys, and any person or entity now or previously acting, oirectly or Indirectly, in the interest
of or on behalf of DHA. or any of the foregoing In any C(lpacity whatsoever (hereinafter rMw~d
to ~s the NDHA Released Parties"), from any and all rights , obli9ations, liens.. claim&, damages,
demands, liabilities, equities, actions, C<IUSM of actions and legaltheorie$ of whatever klnq,
!Joth known and unknown, c!Tstlosad aru:f undisclosed, however dehDminated, from the
baginnlng of titne up b and incltJding the time o1 thll! S".igning or thls Agreement, includlr'l~ but no\
llmited to claims1or front or bacl< pay, income from any ~ource, declaratory or illjUll<Aive reli~f.
compensatory or punitive Clatn~get;, wages, remuneration, benefits, cost.s, expenses, attorneys'
fees, or thing of value wnahsoe\ler, of or by Hahn ~Jgains1 the DHA Released Partie/5,
5.
Without limiting ths scope of 1he foregoin~ il'l any way, Hahn specifically releases
all claims relating to, a-rising ovt of or in any way connected with the employment, andfor
termination of employment of f"'iahh by lhe DHA Rele~sed Parties, \he retaliation against Hahn
for reporting perceived violations of law or wlicy, t.he failure to offer employment or re
empfoyme.r'lt ro H<Jhn in any position a\ ally tirnf!. the failure 'to properly comp_ehsata Hahn at any
time, or the failure td pay medlnal end related expens;~& .or other beriefns of any kind or nature
to or for the benefit of Hahn at any t!ma, Including but not limited to an cl~ims undar1ha
8nployaa Retire:ns!lt lnoome Sec.lJfilY Act of 1974 (''cRIFiA'') , Trtla VB of the Civil Righls Aol of
1964, the Clvil Rights Ac;te of 1866 and 1671, thG Atneric:ans Wif.h Disabilities Act, the Age
Dlscrimi'lalion in Employment .1\ct. lhe Older Workers Benefit Protection Act, all as amended,
and any ottter federal, state or Joca1l taw, statutory or common: it being ihe express intellt of
Hahn to ~ntE:lr into thll;. fult ~nct (Inc;~! seUiemenf and compromise of any and all clalms against the
DHA Released Part'u;!s.
.
6.
Hahh agre~s that hls employ~ent with DHA has baen permanently and
irrevocably tenrlin<:~ted, C~hd a\;1tees that t'le will nr;l, ::1pply far or otherwise seek re-employment or
independenl c;ontraC1or status with DHA Slid Hs: affiliated er,Hties and that DHA ahd il..s affiliated
entities have no ooJ\g(3tlOI'I, contractual or otherwise, to rehire, re~mploy or hire hll'l'l ln the
EXHIBIT
41;!04383.1
future. Hah11 further acknowledges and agrees \hal he Is nol now and will not in the future be
eligible for such employment or contractor statws.
7.
ro induce DHA Lo anler into this Agreement. Hphn'::; Wife
Hahn,
joins in !hir;; Agreement snd hsr4:>by irrevocably und unconditionally releasl:ls, acquits, remises.
and forever discharges ths DHA Released Parties frorn any ar,d all rights, obll9ations, liens,
claims, damages, demands, liabilities, equities, actions, c~I.Jsas of actions and legal theories of
whatever kind. both known and Ut1l<)1own. disclosed and undkH;Io:>ed, however danominaled,
from the beginning of time up to and including the time of lhe signing of this Agreement,
including but not limited to claims ior front or b~c~ pay, inoome"from any source. declaratory or
\njunc;tive relief. ccrnpansatory or punitive damages, w.ager; , rf.lmllneratlon, costs, expsnses,
attorl'ley$' fues. or thing of val11e whatsoever, of 0r by hBr against the DHA Released Parties.
8.
for and in consideration of the foregoing releases by Hahn and
Hahn
(hereinafter "the Hahn::!"), OHP. hereby irrevocat;ly and 1mr-ohdiUonally rele01ses, acqu!ls,
remises:. and for~ver dlscht;.~rg~~ the Hahl'\s lmr., an~~ ahd ::111 rlgh1,s, obligations, liens, claims,
damages, demends, Jiabllltt~s. eqtti6es, action<; r..&us~s or -et~;!iont. and legal theories of
whatever kind, both knr>V-tn anr.< ;.ml<nown, rlisclosad and lmdisclossd, however denominated,
from the be-ginning 11f tima I.JP \o an~ including the time of the signing of this Agrf!ement.
. including but not limit~d ra Its daimr, for dec;l:am1oty ol' injtlnctrve relief, compem;atol)l or punitive
damCigss, cast.a, ~xpeiiSes, a.ttome-ys' fees, O( 11~1ng of vz.)ua whatt:Qever, of or by DHA against
\he Hahns.
9.
In ruMher corrsidGraiion !hereof. the Hahns agree that this Agreement, the
contents ;;~nd subje~~l rncattsr re.l!Jtinn to or p~rt-:!!in!ng 1o thi!.l Agreement, and the consideration tor
thi~ Agreement, eh,'!.ll not be di~C::US$ed, referred to nr communicated by them (or by either of
them) to any oat~!. pre~ent Dr tuttm~ e'l'lploy~es r..1 DHA. to third parties or to ;;~ny other person or
entity, or in <my WBV pllbllviz:ed, <:!i.~-::losed, di:;r,u~sed or dls.%'h1l11a!ed by them (or by aTlhl;lr of
lhem). ur1lesJr. e:--.pressly required by \<\(ri\ten cot.Hi c1rder or !i~lbpC11i!t:a 'ro do so. It is understood
by 1he Hahhs that by ~ntenng into l.his Agreerf'lr:nt thP. DHJ\ Rel~ased Parties are lo receive the
Hahns' full L~oo~crl?don anc~ oornpli<mca with the daaire of DHA to rne.lnl~in lM Inial
confidenti<~lity -:1f any tr'!'TrtmW.lon Wllh!c'. !l"le ki'\C'1Nlodge or .:>oss?.ss!on of the Hahn~ that Is
connected with, related \o, or in af'JY vr.!ly loucheJs upon, daims of lhe Hahns a,gainat the DHA
Released Parties, unles$ discloswr~ is ex:pressly reqLllrf;:ld by a wrilien court order or subpoeha.
The Hahns fur':lie' :;:.1ree !h<~t neitl1~1' they, nc,r f!~her of them.. w)ll in an; manner encourase any
inves~irJation or Hti8~tinf1 r;ont~"'pla\13d or brc1 'f;'.ht by or lh behalf of any other person or class of
person!i making flll~g<~tions or :;:\s~erting c\aifl"') agairt91 the DHA Released Parties ralating to
Hahe't's empiD)Ir11ertl Wit~ !JHA. ~;nlgs~: e}:pre$?l~ n;quh~d by wiHiiln r:ourt older. or subpoena.
10.
In tt'1P. eivr;:nf th'3! ~re HF.Jh!le: rer.::l;e-, ?JrE) s~.rv~~ct with. or are noli"ed oF a court
order N ~::ubpr..o:r~ wn~ch lmplir.m.t~::; in any" rNarvlr..r Wh<Jt.ii0c\'~r tn~ r,cr;fldentiality provisions of
this .A.grec-rnenl, ;:,ey ~h!:lll prom!J:!!y l"'!)~iiy DHA, t>f s~"'''e, IIi Ord~!r l~ permit DHI\ 1o con1est tht;~
order or SL'.':>~o:Jr~ . shl;Uld i! r.l~<>irs to dr' ~P. !'~orice sh~P tie c;~drs~sed lo: Flo:.r 0. Campbell. Ill,
Bradley Arant Bl)tJll C~wnrnit.l~, li.P, Jsa E:. Caplt\'1 SiJt~ 400, }I}CKfiPn, MS 38201.
.
11.
The C:OllficJr-mti,qJity rwovl!>ions C1l this A9tf'lE!ItiP,nt sht~lt not, however, apply to
prevent Hahn fforn ;;~bivising hi~> <~ttorl"ley and! or 13.x returr1 prep~w of the seltlernent of his
claims and lh~ t:~~rt~k1~1-~ttion 1t'~l-:e: Jl;l\l \h~r{!QI.
t'\1~ E'Xten! thai Hahn discloses such
inforrnation \o h:~, -a\lotnet. o:ia.( i'f.llurn nreprl~ er, Hahn shall t~dvi~e saicl oer$on of this
Agreement. r.J~hn funhr:Jt' agsr.cs that stwukl h1s <!hcrney 01' la:x retum pr~parer taks any action
ro
:t
4/:?04;\01.1
that would be :a tJraach oi the c:anfldentiality provisi:ms of this AQT9Bment if dons by Hahn, then
the r-em~dias est;;~b!llllhad in this p,greem~r;t tor- lhe brMch or th~ coniidf;lntiality provisions may
be invoked against riahn to. the same exlent as if Hahn ha1d personally breached sald
pr-ovisions.
12.
A violation of the oordldentiality. provis.io"ns 1~1 this Agr~ement, inoludlhg 1f10
above, by the Halms, ~Jr eitller oflhem. shall constitLrtf: a mal erial breach of the Agreemeht
t:htit!ing DHA to liqt.lidated and s!ip:ulaled damages !rem H~hn ir1 ar'l amounl e.quarto three titnes
the CJonsider<~lion paid by OHA (recited ir. ~4 above). I! is unl~rs!ood thal sutJh liquidated
damages is an atl~mpl to ref.lson:abty forecast th~ probable ac1ualloe.::: which will result to DHA
in H1e event that any such 111forrnation ill divulged, and that surn is not a penalty, . Additionally, in
case of viol~liol' Hahn agmes In p?':' DHI\'s atiome~~ k.e11 and other costs associated with
enforcing the t-onfJr:lf'!n'ir.!llty pr0v:sinm ~f lhi"' A;trP.t~rnent..
~~3.
l~a~.hi11g in this AgrMm~:;nl s.h<i!!~ prev erl~
from any person
tha Hahl'l!J from resptmding to an inquiry
by st;;!ting -that "the matkr is re:;;olved and the tarms of th e
re~olll1lon are
confidEmlia-1.
14.
lt i!; ll;Jd:lm!oo'\1, ilgrf.ler.i a-.M stipJI?.1t';cl behmt;n 1hP.- parties iha! tt'le
considerations de~c;.ri'osli h13rein ElrA in r;:nmPI!:>In &nci full nccoro. ~atisfactlon anr.1 discharge of
disput~d c!airns ~rr.i th~\ DHA 1jom> rol in ar.y lTlElnnar b~t vlMtlS of lhis .Ag:reerrl'flnl, dr payment
of the consideration 1hf:lrflfore, adrn!t llabl!lty to R:"Jyone :a1> ;;, regult of any incident, act or
omission, e:nd 11. is t?.~O!;mized th;~t DHA has d~Sni~o rl;'ld conUnues lo rleny any and all liability.
R~lher,by !;lnterir.g imo \his .A.gr~t';'l~ent D 1-1A rv~r~ly in!~inds to avold the co~l of pos~:;ible
litigation ahd its uncert~inty, in the 9Vent of lltigatiD/1 af the clallns hereitl r~l0ased.
I 5.
n is
e.>pr~~s 1 y ~""P.CoRnl.<.~r.l by
all
~/nrtles hflr~~o lh.?~
the cli!'l!ributioh of the

b~ made by Hahn and his
ot allor;;aling such consideration ,
consideration provided hersln bstwsen Hahn and his attorn~ys
;.3.ttomeys, and DHA is not invcr!ved in. \he ~rocess
is to
'If:>,
Hohi~ .~qr~~~ th<)l he ~t1a1! r..e e~~~lusi.rf!!y ll<!ble ftJ( the paymrr.nt pf any and all
federal, stgt_r,o: ~11r.llnc~1 l'<'(e!O: of i?.n\' ~l'lc7 whai~{1~VI?f whit~h mf/1/ be or becorne due a.s lila result
of the abov6 allo.;;~tbr1 ~fth11 crm~klar~!ir:'lft rerce~vM by l'lim fror't1 ~ha si::t!ierno11t of the c;lalma
disputecl h9r~in f>lot:l will jl)r;!emnliy ;;,nd f.o!d rr~rmh:-ss l)HA fmm pl.'\ymPtnt of laxes, interest or
pel"'la!tie':! tl"~tJt ~r.~ !eq'llf':1'J by ::Jny ()0\1Elr;)n1r.ll"'! i:!\'?f!PL~~~ ~it ~rry ltm.;- !i:'> !!"te te8Ult of p<1yment of
the cr:msidr~rai:i!:>, ~~'\ ~orth hm'~'i(l,
o; '.hat \h"'3tEl r nv~ :,<;;~~::~ fl') ~s-'>lg:.,...erts (wheJthh' by oper;~tlon of I<JW, in writin!1
or ou,erwlse) cf any <J-f his r;le~irnG wr,atsoe'Jer r.or liens GJ'$ated, and 1hat he
~lo,)F.! tms. !:)l"J~~>!OI.!:'! tlower 111 i('!lel<~':ie ?.tli !.I <tim~ ':If ?nY lialure .arlsl11g out of or
in ~ny w;.o; ~,~rv er;,p.rl, r!irE'i;lf~r ''!' k2!r~-~t-ll~l, (() !r;s; err.ployrred wlth DHA;
b! ~M~ a~ an ~111plt'}'e'~ M DHP., nr;o (i~r. rfl,:Krif.ld ~~~ hi~ concem~ of alllnstances
M wiH~' hta ;J'1'tCl:ti:vF.ld ~r) b~ ';'iJ'Ii"'fJf:i~l itn)ro~ri~l~B"S, which 'rnolude those
~
r<rttFH'b rh;:-:1 v~c1 o irwa:>tig<llel,l b, Hovmard R. Davis, Jr. ('Davis"), a CPA With .') oYV ~
the tlrm Tayler, Powell, Wi!scu\ and H<~rtforct, P .A- in Gree:nwood, Miosi~slppl,
:md are disCilMI*.d in Davi!}'s !eli~n ciah~o ~M.rcr 2!1, 2010 ("Davi~'s lelter'');
c) thflt he does li)t disagree Wth Bny oi lhe inform<!ltion contained or

oon.olt::'lion'il ~&Bcl~ e.:f !n Cl~vL~'-"" lett(:)T, thB~I h!J in:erprets the latter to ;bsolva
ar,d c:lear DHA and !<.nron c. P-ox ('Fo:c') Df a11y 'llnanciaJ! impropriely relative
to th-ose events, and that he Ia aal1stled with that conclusion and resolution
wit11 r~spec1 ~o t!:ose matters;
d) that in addition to thosa oonc:ems investigated by Davis he has also reported

what hB b&liev~~ were Improprieties Involving \Jj'Jper management's
rn1irerr'lent ~nd b-enetits, the le61s.ir,r;J of mal f:str;lte In Oxford, Mississippi, and
the payment o~ fox~ attornev's invoice !n the approxim~te amount of
$2.,000.00, that he understand~ the~t those additional concerns, along with
thD$e set for1h in Oavis's letter . Wore investigated by DHA's attorneys,
);.f~rJiey Arant of>I.Jlc C.llt'OrYih"ll~S, . l.L.P ('6radiE:Y Aran1''!, and ihal on the basi.s
.;i tr1?~ inVfi~S~guf,on thos~ ahoti~~YG Cl.'lhclu,':ied ll1l!1t no avid~ncs of financial
TI'~Jci tll' ilisgGlli~~ ::;:)tisr(bd r~mt!ve
to \hoM
u~l'scarns;
t'flc.t!b.;~z:e::J o~l tl1.:: O<:~vi~ tlrtci Bradley Araht inves!iga\ions the Board of
Directors of DHA found and concluded that no evidence r:1xists of any
liflanciol iratJd or rll~ga~y, tnc~t 11e i;; sa:ti:.fu~d wilh ahd at;ct!prs thal finding
and conclU$10n wi~hout rr.serv~vion, ;;mo chat he has no knowled.ge of or
r;on~ems at>Cllfl _,(lll orhe!r financla; irnpropriElties of ~ny natura at DHA;
f)
'd1\lt in addi!j(J.'II,:, !r,.J~o ~o;\urJifs$ i<iboull'it1L:li\ciallrnproprieties 1\e has

r&prt.lld hil; ~v,\r.;;,;r,s;; f.boJ.~! <liffl(,LJitif.r& lis l.y:.ll~v"d h'" BXpGritmcEJd In wotl<ing
wr~h I =ox, ri'J;~t :;.,~til.:-t F1i:i ~n{:~ !,_,.. .-..9v-e r,.;ff~ffJil~ oj.)proF,ch,,s <H\d styles to
!lh',l\;lg:sl'r..~rt'. !:~ lii:l~ til~ COJ.:I.;;am<'. :na; i.liJJ' :,.1 ~ht>ir ~Mfe~"Bnoc.1s amount to
~~nyU1,,.,~ l:!:ll .. tll~'lll :r,?lr ul{f(~l'~n: rnrmC~):Jur.Hmt ~lyle~ am.l different
r.P.rsf\Mlrtln.s, thr~t rle:;plte t.hRir diNerenoe~ Fox l$ efficient and Mfective in h~?'
role a~;; Gt:O of DHA, thCJt ne ili3~ nevar obseF'Ved anything about Fo~s
r..0"1ciuct or fiCtiMl~: VC~rt>nl <,r wrHtr-m, or any::hinr1 elsa attribulable to her, lha!
l;tlilUiCI be r';l::>Ortenl;n ;:1nv i..nde.r<J! iur.r.ii'i~ ~qenr.v or other fmlity thst haE; any
'tJic:H~~~ .tv r;,r r~>.l:miom.t,io wr.h DI..J \, lhi'lt h~ hi;ill nev~r frl{'lne any suc;h
'I;J.:; ~th., ~1'/=f ril;~i r~l h;lt - c; fll'<t!>~ ''t. ;r.\e,it!t:~:i ol m:;~kin;J .a.ny S\Jc:hrt;lports;
~)
l,hat he h:~s :ISII'!!f ob~mver;l 7'!~\1 r.onrl~tr.t or ar.t1on~. ''e/oat or written, of any
::-J:1'.'l'r i:nlt\ fl' 1'!?li)IJc;-AS Clr mpti?.SE:tif:Q(i\lo.~'i tf'~J( 1ili0Llld b;e i'SfJ'OI"~ed tO allY
1
f!ldur~: 1U;'ltl:'''l1 .~';)zn(t~ or
'1'/ttn
,;J-Jh
:!'lei' r~.\ht~ !':m :,~,;, ,.,1\y rt~lation m or relationshiP

iJf'Y !liJCfl t7.1JOrtS, llnO t[l;;\ll he has TlO
li1;:1l. )II.'. llil':~ r1/:1/o!"f (NW~
pti:l$efl1 irste:'l!io:: oi rpcrdn:;l .;~r;~'

;;.ckr;o.v!!1c,g~:;
:.::.:pi~~;.~ n1i~l;,) ,l.!! &ild
$\JQ;t rspt;~rl;~:.
DH~ l~;e;I(<J;3t~<'Jd Peorl\e}:; have ~tied in substantial

w:;,,,at' !.i!;!,) a~,;., J.:wth 1;"1 r,...~~J 1:..ar::~.gt;:,;phs \a/ trJrovgh (g)
above. fn further~Hc:;; .:;.: Oli:l~;ir ,-;,1-'rl:.:;;:;nl..;l~ord. ,:,,-,,..\ mHf ~ll':lir..; d: li ir, ()Msid'i!tr.:ltion of the
payments hereir1ebos.-s r.-~adr., th,:J ;e-.:..:11:! >nd il .~r\ic:~n\:) L'\l wh:,:.r. iL' h9rE!l)~' as;;l\nowledgsd,
H<lhn war(ants th(.t ;;.;, ~!l, ,:w~c:JJ;OfJ mn (lUi u,e. ;JI'itlo., no tic.:&, p.ttmptly cu.d I'IJIIY derend,
lndamllify and hoi:: ~J,e- 0}-'~r'>. '?.;t(!:(iSOd Partfi;,r, :l3tin~;l',l) i)( !31'~ fnm arw ami all liability, dafms,
$Lilts, judgment:;, i;~h:n arr, t'l:p~~rn;:$, 0.!1;t,or ,,-..cur~ :...~ :.h ~~:\tmc ;:1 I'J"" er~;ing out of flflY
misrepresentatior..o: r:r !'ll!'!!:i~ ~3:.)i' l~:'li~ ::unb.l 1:c-.r. h;;~.;,:i"' hrtti''''' ;;;1~:; nliorl~l c.~ o~herwlse.
including the coat ::i ~tmn~r::~ s: 1\:t:.:. 1~a>or,n' ,1;[ ; '! t ,,J, ,.~ :, ~~!i~,.-)1 ls'l ::le.f~lll:1!ng ~~~a'tnsi s1,1ch claims,
Hahn understandS\ .?lid
reliance upcm the
thtJl t~u;;
suits, etc., in c;:<;>ncl , t.:l!r:J or :-:cpom:l~l ~~.in, ~ -:;(i~~t1(JC t'\1 !/. i;-,~I . J;i !!.$. ot'ln enforcing thia
4!704.383 .1
I"
,,
1 I
t\ '
It 'II
1-'"''""
inden1nity p~ovl~lon, sr,c otMrwitl:l> f;r;,(Y'I 2-r:y lr;:i!;l i'~GI.Itrt=u:f dir.~clly tit indirectly by reason of the
fals\ty pr Inaccuracy ,_,;: ;;.r. 1/ rt1pmse: \t;~ti.:>r ~na.r.kll bc(r:h by !he )-{ahns or b)' 6J\hel!' of them.
18.
For <'>rlO in tohslcleratlor, of lhe foregoing release of her by the Hahns, Fox
nareby irre-voci'ibty and uncondition~liY releaseJB, acquits, remises, :<~nd fou2vor dJschargss the
Hahns from any and all rights., oblig::>t)ons, li;:ons, c:laims, dEJm~ges, demands, liabllltles, equitlos.
aclions, c~uses of ac1i0na and leJ;:~al lheorles of whatelt~r l<ind, both known fillnd unknoWn,
disclosed and undisclosed, however d~nomin;;.ted, T!'~IYI lhf.l beginning of Ume up to and
Including 1he time ol' the si~Jning of this Agrl'!em.:mt, inoi~Jolng but not limited lo any claim5 for
declaratory or injunctive relief, yompem~atory or punili11e: dJEJmages, costs, e>){pel"lses, attomsys'
fees, or thi n!:J of vali.le 11.1haiso B\I'Br.
19.
This A8rr;~Grn~r.l coni?~!'~ th~ 8 1 'l!;r~ l:lr;r<?&t\~~r,l, ur.ri'?.'rstanrlinr. llnd slipvl8lion
between and among the p<!irtle~ l'lereto. Tne t~rnrs c! this hgre~ment are contractual, not a
mere rec:ita!, and m;.1y hil 13rtft;)rr.:ed ;n -.ou!~. ~~~waiver by MY p.arLy of a hre;;ch or viol~tion of
any provision of this ,A,grei;!m'='m {'i'l~ll ooi he constrr.1ec;i as ::; Vlvive< n( any other provision or of .
any subsequent brP.rJt~h ar \riola~rr.>~"~ r;.! th!7 A!l~MTnfl~:. 1!"1~ pr~lli~ion!O of this As-reement are
severable ?hcl indE'nnnr.lFtnt.. :~nti lhr;o lt\\1.':-~l~Jlt~ !ll~~';l:1 1 ity nr ,)q t~nf~~coability of ~ll~ provi~ion
herein shallliOt, Blffo;.,.;-1' tbf.> Vt?lidi1y, \l~!?lity '::0( '=''~forcr.';:t.blfi~)' i' t,h~ remainint;t f,lffJVisions of this
Agreement rJ-is Agr~err;errt 115 o~";'ltH?.d ir') t-.I!Jve he ,:;on c:l~;:Jft~rl jnin~ly by \n~ p9rli~s. Any
uncerlai"ly or r3mbig(lity sn;;~JJ nC1t bf:l constwed br or F.lqnili~>t. Gl~'>Y other party ba$ed on
altribuOon of draf~l'ig tc1 any pArtv.
'''ll
'.?r>.
:be f,.:\'r1~ :?.c~,.],....i~ci[Ji'l 1h31 'l,; ~-, hr:t:; h~Jd
po,.~/?1;~\on oi F.>fl~ ahd all facts
with re9aro to hi~lt1fi! (,! ~\171 :.: ,,fJiil~; 71nd ~h~ f.'f'l h : < ~ )J'') 8 I'!Hil~()Ml'JI~ tim(:\ ahd opportunity
lo consult with an P-1 1 f.O"I1~'/ ?..nd/or ~.1ch C1fl1er .;~c.\VIso(r, a~ eP.:Gh hae rlaem1~d appropriate- to be
fully advised of lhf. ri;Jh!.s ~.nr) ('lblia~~i~~n.':l >ncurr~\l ~~ 'r'/f.iiVi';d ll'i!~eby Th~ tt~m's of this
Agreemen~ at~ <"..c;Jr-?~CJ ti, f!nd tr)is; A!lf~~~ttnuJ'It is {i:.(t;ut~..:i ..vithDIJI mliancn L?pon p.ny
represf:nt~tion t';y (h1~ OHA l=l.e\s?i~: E:l;\ P~r~i~ll or f\f)~' ::JI th~lr r~~)i".o!t'.l.~f"'1ativHs, mv;l the Hahns
hllve carftfiJfiy ra;-)1' JtJil? ~q.re~rr,!!Jnl: ~l'id or;'lt:h f.\1;}'11; H'P.I l'.lW'r'C' or' ns/her OWf11r~;~~! will.
E.t\CH QF !,lS ~1~r:: m~A,TJ YH~ H~'fl.ti3(1!T-!r~ MIJTJ..I,A.l, Rf.I..F.ASE AND SETil.EMENT .
AGf<EEMt:NT ,t~:IJrJ FJU..Y i.J'~t)Ef~Si;\l,H:lS AND VOLUNTARILYAGRE~S TO BE LEGALLY
BOUND BY.THi$ t\GKEP-1\/icll i.
- .......... ,..,, ............. --. . . .

.., ,c,!,J~r
4/20438:!.1
,.., w '1.~~-1111
-............... . . . .
__.
.... ,......... __.
APPROVED BY:
Lawre~ce L. Litii;,f,rtomey far -Ja.rnsE W. Hah)) and-~--
Hahn
BOARD c)f DIRECTORS OF DELTA HEALTH

ALLIANCE, li\IC .
E?Y~.-~~~
John Hilpert. Pl1. D., Ch~:~irrmm
DELTA HEAI.TH Jl,LLIANCE, INC.

By:_ ____ .___~-------.._ ___
Kare_
n C. Fo>:, Ph. D., Chief Executive Officer
APPROVED BY:
Roy D. Campbell, !II, Attomey for

Della Heanh Allianc~, \:'lc,
APPROVED BY:
John Duriba(,
AHorney for Karan
C.
Fox
6
4/204383.1
STATE OF MISSJSSIPPI
COUNTY OF LAFAYETTE
Before me, a Notary Public In ;;Jt'ld for aOJid State and County, duly commissioned and
cp..l~lified, persohetlly appeared Jarnes W. Hahn and----~ Hahn known (or ploven to me
upon sufficient ldenllfir;;ation) to b~ the parsons df!5cribed In \h~ foregoing Instrument, and
he/she e:xecuterl the sCtme :'IS nls/hcl act and dead.
;'lcknowiedged that
WITNESS my hand al'ld Notarial Seal at office
this-~
day of _ _ _ __ , 201 0.
NotaJ'y Public
My commission E-lX(>irt"'s;
SlATE OF MISSISSlPPI
COUNTY OF_,_ _
Before me. a Notary Publil:; in and for said State and County, duly cornrnissioned and
qualilied, personalry app~arcd John Hilpert known (or proven to me upon suffloicnt
ldentlflcatloh) to bo. the person described in ~he iureJoil'lg insti'\Jrnent, who- acknowled9eCi that,
as Chairrnan of ihe So;;m;l or Din'ictors of Delt~ itealtl-, AI!PanGe, Inc., he executed the same a~
his act and de~d.
WITNESS rny hr;nd and Nolori.al Seal al Offit;e this~~ ci~y of _ _ _ _ _ , 2010.
Notary PiJbllc
. .... .,.. .. -~4'-'r-..---
7
4/,?04383 , ,
SIATEOF~---
COUNTYOF~~-
Sefore me. :a Nott:Jry Public in and for s~id State and Co\.Jhty, duly commissioned and
qualified. persotlaHy appeBred Karen C. Fox, knD"..vn (or y:woven to me upon sufficil:mt
loentificalion) to be thP, person dastribed in thr.: foregoing ir.strurnent. and acknowler;lged thaL,
as Chief ExecUI)ve Officer of Delta HeaHh Alliance, Inc. er1d in her IndiVIdual capacity. she
executed !he same (3S her act etnd deed.
WITNESS rny hand and Notarial Seal al off!Ge this _
_ day o f - - - - - ' ' 20i 0.
Notary Public
My c;omrnlssion expires:
..
--- .. ......... ,
.r
Page 1 of2
Approval of apartment lease for DHA

Beth McCullers
Sent: Monday, July 20, 2009 6:53 AM
To:
Karen Fox
Cc:
Ricky Boggan; James W. Hahn; Richard Washington; Laura Clark; Sydney F. Dean
Karen,
Approval of apartment, see below.
Sydney,
Can you please be sure to get me a copy of the lease once Its finalized, to be forwarded to HRSA?
Thanks!!!
Beth
From: Ware, Bridget (HRSA) [BWare@hrsa.gov]

Sent: Monday, July 20, 2009 6:50AM
To: Beth McCullers

Cc: Smith, LaShawna (HRSA)
Subject: RE: DHI Review of lodging options for EHR Project #5
Good day BethSorry that this did hot reach you prior to the weekend. After review of your lodging analysis for Project
#5, it is clear that because the proJect is expanding into other areas where lodging is more expensive,
that the option for a leased apartment would be a cost savings for the anticipated duration and needs
of the project. HRSA concurs with this approach. Please send a copy of the lease once it has been
signed. Thank you and if you have any question, do not hesitate to contact me.
Bridget Ware
From: Beth McCullers [mailto:bmccullers@deltahealthalliance.org]
Sent: Friday, July 17, 2009 4:19PM
To: Ware, Brldg~t (HRSA)
Subject: RE: DHI Review of lodging options for EHR Project #5
EXHIBIT
Afternoon Bridget!
Sorry to trouble you. Karen asked me to let her know if we have approval from HRSA for this concept.
They would like to look into apartments this weekend, ifthis is an acceptable approach to take .
...
,..,
Page 2 of2
I know you had mentioned on the phone that theoretically it was ok, but I think Karen was looking for
an email or something to that effect, before they go to the trouble of finding a specific place.
Thanks and have a great weekend!!!

Beth
From: Beth McCullers

Sent: Thursday, July 16, 2009 2:06 PM
To: Ware, Bridget (HRSA)
Cc: James W. Hahn; Karen Fox
Subject: DHI Review of lodging options for EHR Project #5
Bridget,
Thanks again for your time on the phone this morning. As I had mentioned, the DHA has conducted a review of
our options for temporary housing for staff associated with the EHR project, as the project continues to roll out to
the more remote counties of the northern Delta area.
We believe that a leased apartment is the most cost-efficient approach but wOuld appreciate your input as well.
Please let us know if HRSA has any concerns before we move forward with negotiations.
Thanks!
Beth
Beth McCullers, MHA
Director Sponsored Programs
P. O, Box 277
Stoneville, MS 38776
Phone: 662.820.8789
www. deltaheatthal/iance. orq
l,<+~n/1..,.,.,; I rl.,.lt<>h<><>lth,Jli,nN> l'nm/nw~/?~P.=Ttf'.m~t=TPM . Nnte&id=R!!AAAADhNV eJOO...
2/2/2010
----------------------------------------- .. - -
ORIGINAL TRANSCRIPT
MISSISSIPPI
JAMES WAYMON HAHN
PLAINTIFF
VERSUS
CAUSE NO. Ll0- 441
DEFENDANT
DEFOSITION OF JJJ.MES KEETOV, M.D.
APPEARANCES:
Waide & Associates

332 North spring street

Phelps Dunbar
4270 I-55 North
Jackson , Mississippi
39211

JOHN KITCHENS,
ESQUIRE
Kitchens Hardwick & Ray

10378 Lake village circle
Brandon, Mississippi 39047
JOHN NEWSOME, ESQUIRE
The university of Mississippi Medical center

Jackson, Mississippi 39216
REPRESENTING JAMES KEETON, M.D.
ALSO PRESENT:
Karen Fox, M.D.

EXHIBIT
I
(601) 825-6339
Fax (60]) 825-1154
P. 0. Box J 73], Jackson, MS 39215
--
--~---
--------
--
----
www.sharronallen .com
---------
~---
-- --------
--- -
. .______________j
30
Q.
What was there to keep Karen Fox from making
financial decisions for her own personal benefit?
would you supervise her to see that she didn't do that?
5
6
A.
I have no knowledge of that at all.
How
As a
board member, that never came up that I know of .

Q.
Do you know today -- as we sit here today
why the Delta Health Alliance would need a condominium
1n oxford?
A.
No, s1r.
10
Q.
Do you know why, as we sit here today, that
11
Karen Fox would need a $3,000 a month car allowance?
12
A.
No, s i r.
13
Q.
Do you know why, as we sit here today
14
assum1ng it happened -- that there would be any reason
15
to increase the employer's contributions to an ERISA
16
plan for the benefit --
17
18
19
20
MR. NEWSOME:
question.
Q.
-- of the top executives?
MR. KITCHENS:
25
object to form.
You can
answer, but . . .
23
24
Do you know of any
reason why
21
22
object to the form of the
THE WITNESS:
Oh, okay.
BY MR. WAIDE:
Q.
Do you know why there would be an --
31
A.
Would you repeat that, please, slr.
Q.
Do you know of any reason why Delta Health
councll would have any need to lncrease the percentage
of employer contributions to its retirement plan for
the top-level executives of Delta Health Alliance that
are not given to other employees?
reason why they would want to do that?
MR.
NEWSOME:
MR.
WAIDE:
10
11
12
13
14
17
18
Health Alliance or council?

Delta Health Alliance.
Is
that not what I said?

A.
No, sir, I don't have any knowledge of that.
BY MR. WAIDE:
Q.
At the time you left the board ln 2009, were
you famlliar with any -- I'm sorry.
15
16
Do you know of any
MR.
NEWSOME:
objection to the form.
not sure exactly -BY MR. WAIDE:
Q.
At the time you left the Delta Health
19
Alliance board in 2009, were you familiar with any
20
servlces that Delta Health Alliance performed in
21
oxford, Mississippi?
22
A.
No.
23
24
25
MR.
that.
FRIEDMAN:
I' rn gol ng to object to
He didn't leave in 2009.

MR.
NEWSOME:
Right.
I'm
32
BY MR. WAIDE:
Have I got the date right?
Q.
20107
A.
correct.
Q.
I'm sorry.
At the time you left the Delta
Health Alliance board 1n 2010, were you aware of any
services that Delta Health Alliance had performed in
oxford , Mississippi?
A.
Any services?
Q.
Yes, sir .
10
Anything it had done, any work it
had done in oxford.
11
A.
No , sir, I was not aware of that .
12
Q.
when you advised Mr . Hahn that he should make
13
his report to the chairman of the board of directors,
14
did you warn him at that time that that could resul t i n
15
his firing if he did that?
16
A.
1\Jo, s 1 r .
17
Q.
Did you anticipate that it could; that if he
18
went to the chairman with his complaints about
19
financial improprieties, that could result in his
20
firing?
21
A.
No , s1 r.
. 22
Q.
You did not anticipate that?
23
A.
No, s1 r.
24
Q.
under the procedures of the board or the way
25
the board operated when you left in 2010 , did you
. .)
j
'(>'

JAMESWAYMONHAHN
PLAINTIFF
vs.
CAUSE NO. : L10-441
DEFENDANT
DEFENDANT'S RESPONSE TO PLAINTIFF'S

SECOND SET OF INTERROGATORIES AND REQUESTS
FOR PRODUCTION OF DOCUMENTS
COMES NOW Defendant, by and through its attorneys of record, and respond to the
Plaintiffs Second Set ofintenogatories and Requests for Production of Documents as follows:
INTERROGATORIES
INTE~OGATORY
NO. 1: Please list the name, address and telephone number of
every person with whom Defendant's consultants consulted in reaching its opiniori that
Plaintiffs chc,1rges are false.
RESPONSE TO INTERROGATORY NO. 1: See response to Interrogatory No. 2 in
Plaintiffs First Set of Interrogatories, Requests for Production of Documents and Requests for
Admissions.
INTERROGAtORY NO.2: Please list the names, addresses and telephone numbers of
all persons who have stayed overnight at the condominium complex in Oxford, Mississippi. For
each such person, describe the purpose of the overnight stay andstate the dates of the stays.
RESPONSE TO INTERROGATORY NO. 2: Defendant did not keep a record of the
individuals who used the condominium in Oxford, Mississippi.
However, Defendant has
confinned that the following individuals have stayed l.n the condominium overnight:
Monica Huddleston
Karen Fox
Marlin Womack
EXHIBIT
,i
,,
In addition, employees of the University of Mi~sissippi School of Pharmacy may have stayed in
the condominium overnight as well as other former employees of DHA, but DHA has np way of
verifying the . use at this time. DHA will s.upplement this response as additional information
regarding the use of the condominium is determined.
all persons who have used the office space in Oxford, Mississippi.
RESPONSE TO INTERROGATORY NO.3: Defendant has not kept a record of the
individuals using the office in Oxford and therefore, has no way of determining the names of all
individuals who have used it. However, since November 12, 2010 when the office became
operational, the following DHA employees have used it:
Richard Washington 1
Monica Huddleston
Davis Hayes ~
Taylor Strickland
n ~ 1Rush Mayo 1\fG" h~ !Uf'
RobertDale ~ou~b~
~A ..... ft
Josh Davis " ~\..1(\ l~'T"'"~"
Marlin Womack
Karen Fox
Creston Burse
1
DHA will supplement this response as additional information regarding the use of the office is
determined.
INTERROGATORY NO. 4:
Please state the total cost of the furnishings of the
condominium .complex in Oxford, Mississippi.

RESPONSE TO INTERROGATORY NO. 4: Defendant objects to this Interrogatory
on the grounds that it seeks information that is not relevant to the instant suit and not calculated
to lead to the discovery of admissible evidence.
ORIGINAL TRANSCRIPT
MISSISSIPPI
JAMES WAYMON HAHN
PLAINTIFF
VERSUS
CAUSE NO. L10-441
DEFENDANT
30(8) (6) DEFVSITIOV OF DELTA HEALTH ALLIANCE

SAM DAwKINS
APPEARANCES:
Walde & Associates

Tupelo, MlSSlSSlppl 38804

Phelps Dunbar
4270 I-55 North
Jackson, Mlssissippl
39211

ALSO PRESENT:
James Hahn & Karen Fox, M.D.
Taken at the lnstance

In the Law offlces of
4270 I-55 North
Jackson, MlSSlSSlppl
on November 29, 2010,
REPORTED BY:
of the Plalntlff
Phelps Dunbar
39211
at 12:00 p.m.

CSR NO. 1832
EXHIBIT
(601) 825-6339
Fax (601) 825-1154
P. 0. Box 1731 , Jackson , MS 392J 5
www.sharronallen .com
__ _!
14
Health Alliance that ole Miss, or the university of
Mississippi, was not doing whatever it was they were
supposed to do with that system?
A.
Yes.
Through their quarterly reports, they
report their progress in certain areas, and their
progress has been kind of slow over the last couple of
years.
Q.
what's been slow?
A.
Their progress has been slow.
10
Q.
Their progress has been slow.
11
A.
um-hum.
12
Q.
what do you understand the controversy is
13
(Affirmative)
about?
14
A.
well, the most prominent part of the
15
controversy,
16
requiring the university, for their participation, to
17
use Allscripts software.
think, is the university's --we were
18
Q.
Allscripts software? That's a vendor?
19
A.
Yes, sir, that's a vendor.
20
vendor, Allscripts, that does --
21
Q.
22
Allscripts?
why were you requiring them to use
23
MR. FRIEDMAN:
24
MR. WAIDE:
25
A chicago-based
A.
Let him finish his answer.
Oh, I'm sorry.
that does electronic health records
PHELPS
DUNBAR
- - - - - - - - - - - - LLJ>
Louisiana
Mississippi
Texas
Flori da
A labama
1 London
GARY E. FRIEDMAN
P:artncr
ltc~idc nt
in Mississip,,i
DircCI (60 1) 360-9355
December 28, 2010
#21996-0097
friedmag@phelps.com
VIA E-MAIL AND UNITED STATES MAIL

James D . Waide, III, Esquire
Waide & Associates, P .A.
Post Office Box 1357 .
Re:
James Wayman Hahn v. Delta Health Alliance, Inc.

Lafayette County, Mississippi Circuit Court Cause No. 40-441
Dear Jim:
As I have expressed to you on several occasions recently, it is my opinion that you are
pursuing several lines of questioning during depositions that are i,r relevant to any issue in Mr .
.f{ahn' s suit. Furthennore, it is my opinion. that . you have pu.rsu ed . all~gations of sexua~
ihlproprieti8 by Dr. Fox even though you have adip:itted to;1n~ tllat 'Dr. )viru1s~ll told you tt'lat 4~
never"'did have sex with her. These scurrilous aUeg~tic;n1's _. of sexual' ~inpropriety are ' liighly
embarrassing to Dr. Fox. However, it has becmne obvious tliatyou intend to ..coritim.ie with these
lines of questioning. Consequently, I have decided to file an appropriate motion to address these
issues. As you know, we will not have a 'pennaneri.t judge for this case until after the first of the
year so I do not know how long it will take to have my motion heard after briefing is completed.
Therefore, I have decided not to make any further witnesses available for depositions until my
motion is resolved by the Court. This necessarily will include Dr. Fox's deposition which
previously had been scheduled for Febmary 15. As part of my motion, I intend to ask the Court
to limit both the number of depositions that can be taken and the time within which they can be
ta.lcen.
I continue to believe strongly that the allegations of sexual impropriety by Dr. Fox are
being pursued strictly for the purpose of harassment and to help force settlement of the case. As
stated above, this patiicularly is true given Dr. Mansell ' s statement to you that it never happened.
Therefore, regardless of the Court's future mling on my motion referenced above, I ask that you
stop pursuing this line of questioning. If you do not do so, my client has instmcted me to
consider pursuing appropriate sanctions at the conclusion of this case. ...
I assure you that I am i1ot happy to have to .write_ a i~tte1: hke thfs, esp~cia]ly in ligl~t b.f
pur long history in many suits. However, this suit seems to have becom,e particularlY adversarial.
'or course, I will be happy to try to resolve tl1es'e issues with _you at anY tiin ~ aild would. welcorn'e
a call from you to try to reach some resolution and get this case back on track. ..
EXHIBIT
COUNSELORS AT
LAW------------ ~
4270 I-55 North I Jackson, Mississippi 39211-6391 I Post Office Box 16114 1 Jackson, Mississippi 39236-6114
601-352-2300 I 601-360-9777 Fax J oh~lmrlnnhorrn~
-------~--
James D. Waide, III, Esqu . .-_

December 28 , 2010
Page 2
Sincerely yours,
PHELPS DUNBAR LLP
GEF/klr
JAMES WA YMON HAl-IN
PLAINTIFF
vs
CAUSE NO .: Ll0-441
DEFENDANT
PLAINTIFF'S SECOND SET OF INTERROGATORIES AND

REQUESTS FOR PRODUCTION OF DOCUMENTS
COMES NOW Plaintiff and propounds this Second Set of Interrogatories, Requests For
Production of Documents, and Requests for Admissions to Defendant, as follows:
INTERROGATORIES:
INTERROGATORY NO. 1: Please list the name, address and telephone number of every person
with whom Defendant's consultants consulted in reaching its opinion that Plaintiffs charges are
false.
INTERROGATORY NO.2: Please list the names, addresses and telephone numbers of all persons
who have stayed overnight at the condominium complex in Oxford, Mississippi . For each such
person, describe the purpose of the overnight stay and state the dates of the stays.
INTERROGATORY NO.3: Please listthenames, addresses and telephone numbers of all persons
who have used the office space in Oxford, Mississippi.
INTERROGATORY NO. 4: Please state the total cost of the furnishings of the condominium
complex in Oxford, Mississippi.
REQUESTS FOR PRODUCTION OF DOCUMENTS:
REQUEST NO.1: Please produce for inspection and copying the budget of the Defendant for the
year 2008.
year 2009.
EXHIBIT
00216946. WPD
' <
year 2010.
REQUEST NO.4: Please produce for inspection and copying all bills or other documents which
document the work performed by the investigators or outside consultants for which they charged the
Defendant $50,000.00, as alleged in Defendant's Counterclaim.
REQUEST NO.5: Please produce for inspection and copying all documents which demonstrate
work performed by Defendant's consultants in investigating Plaintiffs allegations.
REQUEST NO.6: Please produce for inspection and copying all documents which your consultants
gave Defendant regarding each of the charges numbered A through G in Plaintiffs Complaint.
REQUEST NO.7: Please produce for inspection and copying all documents which Defendant has
generated concerning the need for an condominium complex in Oxford, Mississippi.
REQUEST NO. 8: Please produce for inspection and copying all documents pertaining to
Defendant's obtaining an automobile for the use and benefit of Dr. Karen Fox, including, but not
limited to, minutes of the board, leases and bills of sale.
REQUEST NO.9: Please produce for inspection and copying all contracts which Defendant has
with Mr. Jere Nash or any company owned or controlled by Nash.
REQUEST NO. 10: Please produce for inspection and copying all contracts which Defendant has
or has had with Delta's counsel.
REQUEST NO. 11: Please produce for inspection and copying all documents whereby the board
of directors of Defendant authorized payment of attorney' s fees to John Dunbar.
REQUEST NO. 12: Please produce for inspection and copying all documents whereby the board
hired John Dunbar to provide Defendant legal services or agree to reimburse Karen Fox for bills
submitted by John Dunbar.
REQUEST NO. 13: Please produce for inspection and copying all bills and all other documents
describing what services John Dunbar provided to the board.
REQUEST NO. 14: Please produce for inspection and copying all emails between Dr. Karen Fox
and Dr. Keith Mansall during the 2009-2010 time period . .
REQUEST NO. 15: Please produce for inspection and copying all documents that will describe the
purposes and dates of use of the condominium in Oxford, Mississippi.
00216946. WPD
-2-
I~
'I
REQUEST NO. 16: Please produce for inspection and copying all documents which des.cribe
purposes and use made of the office space in Oxford, Mississippi.
REQUEST NO. 17: Please produce for inspection and copying all documents whereby any
furnishings for the condominium complex have been purchased.
REQUEST NO. 18: Please produce for inspection and copying all personal notes taken by John
Hilbert describing occurrences at any meeting he had with Plaintiff.
REQUEST NO. 19: Please produce for inspection and copying all bills of John Dunbar paid by
Defendant.
REQUEST NO. 20: Please produce for inspection and copying all bills or invoices submitted by
Jere Nash or any entity controlled by Jere Nash for the years 2009 and 2010.
REQUEST NO. 21: Please produce for inspection and copying HRSA requirements for approving
proposed construction.
REQUEST NO. 22: Please produce for inspection and copying HRSA requirements for approving
leases.
REQUEST NO. 23: Please produce for inspection and copying any bills, legislation or other
documents whereby funds have been appropriated for the benefit of Defendant for the years 2008,
2009 and 2010.
REQUEST NO. 24: Please produce for inspection and copying Defendant's Statement ofFinancial
Position for the years 2008, 2009 and 2010.
REQUEST NO. 25: Please produce for inspection and copying Defendant's Statement of Activities
for the years 2008,2009 and 2010.
REQUEST NO. 26: Please produce for inspection and copying Defendant's Statement of Cash
Flows for the years 2008, 2009 and 2010.
REQUEST N 0. 2 7: Please produce for inspection and copying Defendant's Statement ofFunctional
Expenses for the years 2008, 2009 and 2010.
REQUEST NO. 28: Please produce for inspection and copying Defendant's Notes to Financial
Statements for the years 2008,2009 and 2010.
REQUEST NO. 29: Please produce for inspection and copying all minutes of Defendant's Board
of Directors meetings in which James Hahn was discharged.
00216946.WPD
-3-
REQUEST NO. 30: Please produce for inspection and copying all minutes whereby Board of
Directors authorized a $3,000.00 car allowance for Dr. Karen Fox.
Directors authorized the lease of a condominium in Oxford, Mississippi.
Directors authorized change of ERISA plan to compensate some employees at twenty percent rate.
Directors authorized payments of any attorneys' fees for Dr. Karen Fox.
Directors authorized lease of office space in Oxford, Mississippi for Dr. Karen Fox.
REQUEST NO. 35: Please produce for inspection and copying all documents evidencing the
identities of persons who leased or used the condominium in Oxford, Mississippi.
MWAIDE
S BAR NO.: 6857
RACHEL PIERCE
MS BAR NO.: 100420
ATTORNEYS AT LAW
TELEPHONE: 662/842-7324
FACSIMILE: 662/842-8056
00216946.WPD
-4-
...
.... '
Phelps Dunbar, LLP
4270 I-55 North
THIS the _1l_ day of December, 2010.
JIM
002 16946.WPD
-5-
IDE
JAMES W A YMON HAHN
PLAINTIFF
vs.
DEFENDANT
NOTICE OF SERVICE
To:

NOTICE IS HEREBY GIVEN that Plaintiff James Waymon Hahn has this day served a true
and correct copy of Plaintiff's Response to Defendant's Third Set of Requests for Production
of Documents upon all counsel of record.
SO NOTICED on this the
___lff_ day of March, 2011.

WAIDE
BAR NO.: 6857
CHEL M. PIERCE
MS BAR NO.: 100420
ATTORNEYS AT LAW
TELEPHONE: 662/842-7324
FACSIMILE: 662/842-8056
LAFAYETTE COUNTY
FILED
00223208.WPD
'
'
'
via electronic mail, a true and correct copy of the above and foregoing to the following:

Phelps Dunbar LLP
Jackson,~S 39236-6114
friedma~@phelps.com
butlert@phelps.com
THIS, the
_jJf_ day of March, 20 11.
JI
00223208.WPD
-2-
AIDE
IN THE CIRCUIT COURT OF LAF~Xfm-fVOUNTY, MISSISSIPPI

L.AFAYE.
FILED
JAMES WAYMON HAHN
vs.
PLAINTIFF
M 3 1 1.011
~u
DELTA HEALTH ALLIANCE, IN<BY_ _-4-~_..-0.C.
DEFENDANT
DHA'S UNOPPOSED MOTION FOR EXTENSION OF

TIME TO FILE REBUTTAL
COMES NOW Defendant, Delta Health Alliance, Inc. (also referred to as "DHA" and
"Defendant"), by and through its undersigned counsel and respectfully moves the Court for an
extension oftime to file its Rebuttal in Support ofDHA's Motion for Partial Summary Judgment
and for Protective Order. In support of its Motion, the DHA would show unto the Court as
follows:
1.
Defendant DHA filed its Motion for Partial Summary Judgment and for
Protective Order on February 8, 2011.

2.
On February 21, 2011, Plaintiff requested an extension of time to file his response
to DHA ' s motion, which the court granted making Plaintiff's response due on or about March 7,
2011.
3.
On March 3, 2011 , Plaintiff requested a second extension of time to file their
response to Defendant' s motion, which the court granted making Plaintiff's response due on or
about March 21,2011.
4.
Defendant DHA' s Rebuttal is currently due on or about April 1, 2011 and the
hearing on all motions in the instant case is set for April 14, 2011.
5.
DHA requests an extension until April 8, 2011 to respond and file its rebuttal to
Plaintiff's Response to DHA's Motion for Partial Summary Judgment and for Protective Order.
PD.489 1486.1
6.
Plaintiff will not be prejudiced by this extension, and this Motion is not being
made for the purpose of delay, but in the interest of justice.

7.
DHA's counsel contacted Plaintiffs counsel, who has no objections to the
additional time requested.

8.
Due to the nature of this Motion, DHA requests to be relieved from submitting a
separate memorandum.
WHEREFORE, PREMISES CONSIDERED, the DHA respectfully requests until and
including April 8, 2011 , a seven (7) day extension of time, to file its Rebuttal in Support of its
Motion for Partial Summary Judgment and for Protective Order.
DATED this the 291h day ofMarch, 2011.
BY:
Gary E. Friedman, MB #5532
Gregory Todd Butler, MS Bar No.: 102907
PHELPS DUNBAR, LLP
4270 I-55 North
Jackson, Mississippi 3 9211-63 91
Telephone: 601-352-2300
butlert@phelps.com
Attorneys for Defendant
PD.489 1486.1
I, TODD BUTLER, do hereby certify that I have this date mailed through the United
States Postal Service, postage prepaid, a true and correct copy of the above and foregoing
MOTION to the following counsel of record:

Jim Waide, Esquire
Rachel Pierce, Esquire
P.O. Box 1357
Tupelo MS 38802
(662) 842-7324
waide@waidelaw.com
THIS, 291h day of March, 2011.
G. TODD BUTLER
PD.489 I486. I

lAFAYElTE COUNTY
JAMES W A YMON HAHN
FILED
PLAINTIFF
APR 11 2011
vs.
DELTA HEALTH ALLIANCE, INd.iY_ _--+-4-~~1
DEFENDANT
DHA'S SECOND UNOPPOSED MOTION FOR EXTENSION

OF TIME TO FILE REBUTTAL
COMES NOW Defendant, Delta Health Alliance, Inc. ("DHA" or "Defendant"), by and
through its undersigned counsel, and respectfully moves the Court for a second extension of time
to file its Rebuttal in Support of DHA ' s Motion for Partial Summary Judgment and for
Protective Order. DHA would show unto the Court as follows:
1.
Defendant DHA filed its Motion for Partial Summary Judgment and for
Protective Order on February 8, 2011.

2.
On February 21, 2011 , Plaintiffrequested an extension oftime to file his response
to DHA' s motion, which the court granted making Plaintiffs response due on or about March 7,
2011.
3.
On March 3, 2011, Plaintiff requested a second extension of time to file their
response to Defendant's motion, which the court granted making Plaintiffs response due on or
about March 21, 2011.
4.
Defendant DHA's Rebuttal was originally due on or about April 1, 2011.
5.
On March 29, 2011, DHA requested an extension until April 8, 2011 to respond
and file its rebuttal to Plaintiffs Response to DHA's Motion for Partial Summary Judgment and
for Protective Order.
?0.4945565 .1
6.
Since the filing of that motion, counsel for both parties have been engaged in
settlement discussions that could resolve all of the issues in this case.
Those settlement
negotiations are ongoing.

7.
Accordingly, DHA respectfully requests until and including April 12, 2011 to file
its Rebuttal in Support of its Motion for Partial Summary Judgment and for Protective Order.
8.
The hearing on the motion in the instant case is not until April14, 2011.
9.
Plaintiff will not be prejudiced by this extension, and this Motion is not being
made for the purpose of delay, but in the interest of justice.

10.
DHA's counsel contacted Plaintiffs counsel, who has no objections to the
additional time requested.

11 .
Due to the nature of this Motion, DHA requests to be relieved from submitting a
separate memorandum.
WHEREFORE, PREMISES CONSIDERED, the DHA respectfully requests until and
including April 12, 2011 to file its Rebuttal in Support of its Motion for Partial Summary
Judgment and for Protective Order.
PD.4945565.1
DATED this the
gth
day of April, 2011.

BY:
Gary E. Friedman, MB #5532
Gregory Todd Butler, MS Bar No.: 102907
PHELPS DUNBAR, LLP
4270 I-55 North
Telephone: 601-352-2300
butlert@phel ps. com
Attorneys for Defendant
PD.4945565. I
I, TODD BUTLER, do hereby certify that I have this date mailed through the United
States Postal Service, postage prepaid, a true and correct copy of the above and foregoing
MOTION to the following counsel of record:

Jim Waide, Esquire
Rachel Pierce, Esquire
P.O. Box 1357
Tupelo MS 38802
(662) 842-7324
waide@waidelaw.com
THIS 8111 day of April, 2011.
PD.4945565.1
JAMES WAYMON HAHN

PLAINTIFF
vs.
CAUSE NO. Ll0-441
DEFENDANT
ORDER
The Court on its own motion hereby continues, to a date to be determined, the hearing on
all pending motions in this matter previously set for Thursday, April 14 at 9:00a.m.
The Clerk of the Court is directed to provide a copy of this Order to all counsel of record .
SO ORDERED AND ADJUDGED, this the
i1/biay of~,
2011.
GE
-~

~~1"{
~,00
JAMES WAYMONHAHN
V.ft>-~\\_...0
PLAINTIFF
t:. 1.~\\
r.~\\ \ ',)~
""
~s'o~
vs.
DELTA HEALTH ALLIANCE, INC\N~~b

C\P
\c
DEFENDANT
~'t
REBUTTAL M.KMORANDUM IN SUPPORT OF DHA'S

MOTION FOR PARTIAL SUMMARY JUDGMENT
COMES NOW Defendant, Delta Health Alliance, Inc. ("DHA"), and submits this
Rebuttal in Support of DHA's Motion for Partial Summary Judgment and for a Protective Order
and states as follows:
I. INTRODUCTION
Piaintiffs oppositional response includes eight and one half pages of "facts," most of
which are completely irrelevant to the instant motion.
Similarly, Plaintiffs oppositional
argument is permeated with legal authority that has no applicability whatsoever to this action.
The strategy with respect to DHA's partial-summary-judgment request is apparent: Plaintiff
hopes to muddy the straightforward issues before this Court to fabricate genuine issues of
material fact where none exist. With respect to DHA's request for a protective order, Plaintiff
has all but conceded that he is engaged in a fishing expedition. DHA reiterates its request for
partial summary judgment and for a protective order.
II. ARGUMENT
A.
PLAINTIFF'S CLAIM THAT HE WAS TERMINATED FOR REPORTING

THAT DR FOX LEASED, FOR HER PERSONAL USE, A CONDOMINIUM
PAID FOR BY DHA IS RIPE FOR SUMMARY JUDGMENT.
Plaintiffs oppositional response proceeds in the following fashion. First, he argues that
DHA has advanced the wrong legal standard for application of the McArn exception to
PD.4891154.1
Mississippi's at-will-employment doctrine. Second, he argues that, even if DHA
Eas e:spoused
the correct standard, he has satisfied it. Both arguments are wrong.
With respect to the correct legal standard, Plaintiff initially takes the curious position that
"the Mississippi Supreme Court will not impose an overly strict requirement on exactly what [a]
plaintiff must report in order to be protected by the public policy exception" and that there need
not even be an "allegation that actual criminal activity was occurring .... " Pl. Resp. Mem. at
11.
These submissions are incorrect, as both plainly contradict the long-standing rule that
McArn is a very "narrow exception" used to protect only those who report "criminal conduct."
See McArn v. Allied-Terminix, 626 So.2d 603, 607 (Miss. 1993) (noting the creation of a
"narrow public policy exception"); Jones v. Fluor Daniel Servs. Corp., 959 So. 2d 1044, 1048
(Miss. 2007 (noting that the reported conduct must be deemed "cril;Ilinal").
Given the invalidity of these initial contentions, Plaintiff then advances the standard that
a p1ain~jff need only have "a good faith belief of criminal conduct." Pl. Resp. Mem. at 11. This
standard, however, is equally incorrect. Though Plaintiff cites several cases in support of his
position, none of those cases hold that only a good faith belief is required. Rather, as advanced
in DHA's principal memorandum, a plaintiff must have both a good faith belief that the reported
conduct is criminal and "come forth with evidence establishing [that the action complained of]
constitute[s] criminal activity." Wheeler v. BL Development Corp., 415 F.3d 399, 404 (5th Cir.
1999); Renick v. Nat'l Audubon Soc., Inc., 2009 WL 377288 (N.D. Miss. 2009) ("A good faith
belief that an action was criminal is insufficient to invoke the McArn exception.").
It is disingenuous for Plaintiff to suggest that both a good faith belief and evidence that
the reported conduct is criminal are necessary only in federal court, for both state and federal
opinions are in accord. In Hammons v. Fleetwood Homes of Miss., Inc., 907 So. 2d 357, 360
-2PD.4891154.1
(Miss. Ct. App. 2005) (emphasis added), for exampre;:'it was plainly held that, although
"[a]pplicability of the exception does not require that a crime has already been committed, [) it
does require that the acts complained of warrant
th~
imposition of criminal penalties .... "
Other courts have consistently cited Hammons for the rule "that an employee must prove that he
complained of employer acts that 'warrant the imposition of criminal penalties, ... which caused
his discharge." E.g., Kyle v. Circus Circus Miss., Inc., 2010 WL 2539576 *3 (N.D. Miss .
2010); 1 see also Wheeler v. BL Development Corp., 415 F.3d 399, 404 (5th Cir. 1999) (A
plaintiff must "come forth with evidence establishing [that the action complained of]
constitute[s] criminal activity."). A contrary rule, that employees need only have a good faith
belief that what they report is criminal, would open the floodgates for lawsuits and eviscerate the
Supreme Court's repeated insistence that McArn constitutes a "narrow" exception to the at-willemployment doctrine. E.g., Jones, 959 So. 2d at 1047.
In a final attempt to avoid summary judgment, Plaintiff makes the alternative argument
that his "evidence is sufficient" to prove that DHA's condominium lease was criminally
actionable. Pl. Resp. Mem. at 11-12. But this argument has no merit whatsoever.
To begin with, Plaintiffs suggestion that HRSA did not actually approve the
condominium lease is nonsensical on its face. Though DHA included HRSA's approval e-mail
as an exhibit to the principal motion, Plaintiff challenges the e-mail as being unauthenticated. Pl.
Resp. Mem. at 13.
This contention fails to appreciate that such e-mails do not require
authentication under Mississippi Rule of Evidence 901 (b)( 4) because of their distinctive
characteristics. Nonetheless, even if they did, DHA has attached to this Rebuttal the affidavit of
the DHA employee who received the HRSA approval. See Kearley v. State, 843 So.2d 66, 70
It should come as no surprise to Plaintiff that Mississippi state law requires both a good faith belief and
evidence that the reported conduct is criminal, for his counsel in this case also represented the plaintiff in Kyle
v. Circus Miss., Inc., 2010 WL 2539576 *3 (N.D. Miss. 2010).
- 3PD.48 9 1154.1
(Miss. 2002) (holding 'that a recipient may authenticate an e-mail). That affidavit verifies that a -
request was sought from HRSA for approval of the condominium lease and that an approval email was indeed received. Beth McCullers Affidavit, Ex. W.
There also is no record evidence to support Plaintiff's accusation that HRSA was
somehow misled about the condominium lease. Pl. Resp. Mem. at 13. As set forth in DHA' s
principal motion, Plaintiff himself testified at his deposition that he had "met Dr. Fox [at the
condominium] for professional purposes a handful of times . ... " See Plaintiff's Deposition at
137, Ex. D.
Moreover, Plaintiff's oppositional response expressly recognizes that DHA's
discover-y responses, as well as the affidavits attached to the principal motion, reveal that the
leased condominium was repeatedly used for business purposes. It is of no moment that Plaintiff
is unsatisfied with the exact amount of time spent at the condominium for DHA business. The
McArn exception is a doctrine rooted in protecting employees who report criminal activity; not
one that provides employees with a cause of action anytime they disagree with the business
decisions of their employer.
What this matter ultimately boils down to is Plaintiff's apparent belief that, if the leased
condominium was used at any point for personal rather than business purposes, the public-policy
exception may be invoked.
That belief flatly contradicts all existing precedent interpreting
McArn, however. Fatal to Plaintiff's claim is the fact that he has pointed to no authority that
even remotely suggests that some collateral personal use of the leased condominium would be
criminal. Case law interpreting McArn expressly holds that a plaintiff must inform the court of
why the reported activity is criminal by citing either to a. statute or to case law. E.g., Kyle, 2010
WL 2539576 *4 (explaining that "the plaintiff has never cited a statute or case law
- 4PD.489 1154 .1
'demonstrating that mere failirre to report income
is criminal in natute"). 2 Plaintiff has failed to
cite to either in this case, and partial summary judgment is therefore proper.
B.
A PROTECTIVE ORDER
DISCOVERY ABUSE.
IS
NECESSARY
TO
PREVENT
FUTURE
In its principal motion, DHA explained that a protective order was warranted because
Plaintiff's counsel has abused discovery by conducting a fishing expedition into three areas
having absolutely no relevance to the instant suit:
1.
2.
health records; and
3.
A general claim that DHA appropriated federal grant
money to programs that were not executed well.
Plaintiffs oppositional response does nothing, as a legal matter, to justify his groundless
exploration into these areas.
Plaintiff treats the first two areas as "interrelated" and essentially goes on to concede the
issue of relevancy. DHA has explained that these areas are off limits because of the nature of
this suit.
In particular, Plaintiff has brought this action under the McArn exception to
Mississippi's at-will-employment doctrine, which means that Plaintiff must prove that he was
terminated for reporting criminal conduct.
See Jones, 959 So. 2d at 1048.
Plaintiff's
oppositional response never contends that, prior to his termination, Plaintiff reported to DHA or
anyone else that anything illegal was going on with respect to Allscripts. Instead, Plaintiff
readily acknowledges at page 16 and 17 that it was not until depositions began that the Allscript
2
Again, Plaintiff should be familiar with the requirement that he must inform the Court of how the reported
conduct is criminal by citing either to a statute or case law, since his counsel in this case was also counsel for
the plaintiff in the Kyle case.
-5PD.489 11 54. l
- allegations arose, and he :flli-ther acknowleages"-tha:t-even then he refused to answer any questions .
regarding the alleged wrongdoing. This Court should put an end to Plaintiffs admitted strategy
of "trying to learn" if anything illegal occurred between DHA, UMC, and Allscripts, for even if
he was successful it would be irrelevant to this lawsuit since he did not report it prior to his
discharge as required to have a cognizable claim under McArn. See Pl. Resp. Mem. at 16.
To reiterate, Plaintiff never attempts to contradict the relevancy argument actually
presented by DHA in its principal memorandum. Rather, Plaintiff tries to spin the issue by
stating that "one defense being raised in this case is that the expenditures by Defendant may have
not been 'used well' but were not 'criminal."' Pl. Resp. Mem. at 18. He then uses this claim to
argue that discovery is necessary to determine whether criminal conduct has indeed occurred. Id.
The problem with this line of argument is that it puts the cart before the horse: it is irrelevant
whether anything illegal occurred because Plaintiff never reported it, as required under McArn.
With respect to the third area, Plaintiff provides no real discussion addressing relevancy
of the discovery he has sought regarding the general claim that DHA appropriated federal grant
money to programs that were not executed well. Instead, he ties his sweeping discovery requests
to statements such as DHA "is not a private company" and thus its financial records should be
open for all the world to see. See Pl. Resp. Mem. at 18. This statement, however, is completely
false. DHA is indeed a private company and is entitled to the same protection guaranteed to all
other private litigants: that a plaintiff not conduct an harassing fishing expedition into matters
wholly irrelevant to pending litigation See Articles and Bylaws, Article II, sec. 1 at 4, Ex. C.
- 6PD.4891154.1
C.
AN ORDER- COMPELLING
WARRANTED.
DISCOVERY . IS
NOT
NECESSARY OR .:._ .
Plaintiff concludes his Response by requesting that the Court enter an Order compelling
Defendant to participate in depositions and requiring Defendant to produce certain documents
First, Plaintiff argues that he is entitled to invoices "describing what
.to the Defendant.
DHA, the Defendant
in this case, reimbursed Fox for those services pursuant to DHA's indemnification provision.
for those bills had nothing to
do with any of the bases for Plaintiff's wrongful discharge action. In fact, Plaintiff does not even
argue in his Brief that there is any relevance to the allegations of the suit. His only argument is
that these documents are "necessary to determine whether
This is tantamount to an admission that this is nothing but a fishing

expedition into matters irrelevant to the underlying suit.
Plaintiff next demands that Defendant provide
relevant to the condominium issue which is the subject of
the Motion for Partial Summary Judgment pending before the Court. Defendant objected on the
grounds of relevance pending a ruling by the Court on the Motion for Partial Summary
Judgment. If the Court denies the Motion, Defendant .
within
the Defendant' s care, control or custody.
Plaintiff next asks that Defendant be ordered to provide "documents evidencing payment
for the furnishings for the luxury apartment." This too is the subject of the Defendant's Motion
- 7PD:48911 54. 1
..........
for Paitial Summary Judgment. However, even if"Partial .Summar:y Judgment is denied; the
requested documents still would be irrelevant because the issue raised by the Plaintiff is whether
the condominium was used in substantial part for personal purposes rather than for business
purposes.
The amount paid for the furnishing of the condominium is irrelevant to this
determination and again is nothing but part of the Plaintiff's fishing expedition.
Plaintiff next asks the Court to order the Defendant to provide invoices submitted by Jere
Nash. Plaintiff argues that these are relevant to determine the legitimacy of payments to Nash
"especially since Plaintiff has evidence that one ofNash's activities was to advise Chip Morgan
'
on how to discredit the University of Mississippi President." Whether Nash did advise Morgan
on how to discredit the University of Mississippi President and whether DHA had anything to do
with any such efforts has absolutely nothing to do with any of the Plaintiff's claims underlying
his wrongful discharge suit and which are delineated in his Complaint. This, like Plaintiff's
other requests, is nothing more than a fishing expedition to further Plaintiff's effort to satisfy his
curiosity about the general business practices of DHA. This suit simply is not the vehicle for
such an exercise. However, Plaintiff argues that since DHA is funded by the tax payers, there is
no legitimate reason to refuse to keep Plaintiff from seeing its fmancial records.
This is
tantamount to admitting that he is engaging in a fishing expedition. Furthermore, even though

DHA may be the recipient of federal funds, the Mississippi Rules of Civil Procedure nonetheless
govern this suit and prohibit the general fishing expedition Plaintiff is trying to justify.
Finally, Plaintiff argues that he has been allowed to depose only two of the nine members
ofDHA's Board of Directors. It is true that Plaintiff has only deposed two of the members of the
Board but only because those are the only two he has noticed. In the meantime, Plaintiff has
chosen to depose 11 others. Defendant's position is that the Court should set some reasonable
- 8PD.4891154 .1
limit on the number of"depositio:o.s...Plaintiff is allowed to take since he has indicated that he isgoing to take at least 13 additional depositions if allowed to do so. Defendant is amendable to
Plaintiff being allowed to take three additional depositions, giving him a total of 14 which surely
is reasonable under the circumstances. It will then be up to the Plaintiff to determine if he
wishes to use those depositions to take Members ofDHA's Board of Directors.
III. CONCLUSION
WHEREFORE, PREMISES CONSIDERED, DHA respectfully reiterates its request
for an entry of partial summary judgment and for a protective order limiting further discovery.
DATED : April12, 2011.
PHELPS DUNBAR, LLP

Telephone: 601-352-2300
Email: friedmag@phelps .com
butlert@phelps. com
- 9PD.48 911 54.1
. . ... - - - . .-
..
States mail, postage prepaid, a true and correct copy of Defendant's REBUTTAL IN SUPPORT
OF MOTION FOR PARTIAL SUMMARY JUDGMENT AND FOR PROTECTIVE ORDER to the
following counsel of record:

Attorneys at Law
Post.Office Box 1357
THIS, the Iih day of April, 2011.
- 10PD.4891154.1
e:f'E cou~"f<
JAMES WAYMONHAHN
v.r~f\LE.O
1\?R \
vs.
~"
W\&
~ 1~\\
C su.s'o'l
~i~~&fl_\{
c\fli
PLAINTIFF
\\
DEFENDANT
e'!
REBUTTAL IN SUPPORT OF DHA'S
1.
This Rebuttal is filed in response to Plaintiffs Response In Opposition to DHA's

Motion for Partial Summary Judgment and for a Protective Order.
2.
For the reasons set forth more fully in DHA's principal Memorandum in Support
of Motion for Partial Summary Judgment and for a Protective Order and in its
Rebuttal Memorandum in Support of Motion for Partial Summary Judgment and
for a Protective Order, DHA's request should be granted.
3.
In further support of their Motion, DHA relies on the following additional

documents:
1.
2.
3.
Affidavit of Beth McCullers, attached hereto as Exhibit "W";

DHA's principal Memorandum in Support of Motion for Partial Summary
Judgment and for Protective Order, attached hereto as Exhibits "X"; and
DHA's Rebuttal Memorandum in Support of Motion for Partial Summary
Judgment and for Protective Order, attached hereto as Exhibit "Y."
-1PD.4978993.1

DATED: April12, 2011.
PHELPS DUNBAR, LLP
BY:~~~~~~======~
Gregory lfodd Butler, MB #102907
4270 I-5) North

Telephone: 601-352-2300
butlert@phelps. com
-2PD.4978993.1

Attorneys at Law
THIS, the 12th day of April, 2011.
- 10PD.4891154.1
~ -
IN THE CIRCUIT COURT OF LAFAYETTE COUNTY, Tv.ilSSISSiPPI .

.PLAINTIFF
JAMESWAYMONHAHN
vs.
CIVIL ACTION NO. LI0-441

DEFENDANT
.DELTA HEALTH ALLIANCE, INC.

AFFIDAVIT OF BETH McCULLERS
COUNTY OF WASHINGTON
I, Beth McCullers, am a person of the full age of majority ami have personal knowledge
of the following:
1. .
I am the Director of Sponsored. Programs for Delta Health Alliance, Inc. ("DHN')
and am authorized to identify and authenticate documents on DHA's behalf

2.
I make
this affidavit to authenticate the e-mails presented by DHA as Exhibit Q to

~
DRA~s
Motion for "Partial Summary Judgment and for a Protective Order. 1 have been advised
that the purpose of this authentication is to verify that thee-mails are true and correct
3.
I have personally reviewed the document attached as Exhibit Q to DHA's Motion
for Partial Summary Judgment and for a Protective Order.
4.
f have personaiiy reviewed and examined Exfuoit Q, which includes (1) e-mru1s.f
EX~ IBIT
w
PD.4892637.1
. 5. .
I attest that the e-mails ap.peafi.ng.. iu EXhibit Q were generated at the time and date
indicated therein. I further attest that that the e-mails appearing in Exhibit Q are true and correct
copies of the electronic mail messages I sent and received.
6.
I declare under penalty of peijury that the foregoing is tru.e and correct to the best
of my knowledge, infoimation, and belief
WITNESS MY SIGNATURE, this the 3C>f: day ofMarch2011.
SWORN TO A..ND SUBSCRIBED before me, this the
!v.fY COMMISSION EXPIRES:
-2PD.4892637.l
3D day of March 2011.
IN.THE CIRCUIT COURT OF LAFAYETTE COUNTY, MISSISSIPPI

LAFAYETIE COUNTY
JAMES WAYMONHAHN
FILED
PLAINTIFF
vs.
FEB 0 8 Z011
CIVIL ACTION NO . Ll0-441

DEFENDANT
MEMORANDUM IN SUPPORT OF DHA'S

COMES NOW Defendant, Delta He8.lth Alliance, Inc. ("DHA"), and submits this
Memorandum in Support ofDHA's Motion for Partial Summary Judgment and for a Protective
Order and states as follows:.
I. INTRODUCTION
Plaintiff James Hahn ("Plaintiff') filed this wrongful discharge lawsuit on July 22, 2010.
See Complaint, Ex. K. Since then, his counsel has engaged in a fishing expedition into matters
I
wholly unrelated to his lawsuit. To date, Plaintiff's counsel has taken 13 depositions and has
conveyed his intent to schedule at least 13 more. See Deposition Notices, Ex. A; see also
Plaintiff's CouD.sel's Letter, Ex. B (mdicating that, among others, Plaintiff's counsel plans to
depose "each individual board member" of DHA). 1 Much of the deposition questioning thus far
has centered around allegations that have nothing to do with Plaintiff's lawsuit or that are
To prevent further
discovery abuse, DHA respectfully requests both a grant of partial Summary Judgment2 and a
EXHIBIT
Protective Order governing the remainder qfthe discovery.

':1
:0
DHA has a nine-member Board of Directors. See Articles and Bylaws, Article II, sec. 2 at 4, Ex. C.
To be sure, DHA intends to later move for Summary Judgment with respect to all of Plaintiffs allegations.
PD.4595826.2
.... . -- IT. "BACKGROUND 3 -
DHA is a private entity, founded in 2001 to support community . based healthcare

initiatives targeting critical health and wellness issues in the Mississippi Delta. See Articles and
Bylaws, Article II, sec. 1 at 4, Ex. C. DHA's core partners are the Delta Council, Delta State
University, Mississippi State University, Mississippi Valley State University, and the University
of Mississippi Medical Center. Id. The Presidents of these universities or their designees sit on
DHA's Board of Directors, and the remaining five DHA Board members are appointed by the
Delta Council. Id. at 5. Dr. Karen Fox serves as DHA's Chief Executive Officer. See Plaintiffs
Deposition at 143, Ex. D.
Plaintiff was hired by DHA as a Senior Vice President in April 2009 and signed an
Acknowledgment of DHA's Policies and Procedures ManuaL
See Plaintiff's Policy and
Procedure Acknowledgement, Ex. E; see also Plaintiffs Deposition at 26, Exhibit D.
The
Policies and Procedures Manual makes clear that DHA is an at-will employer. See DHA Policies
and Procedures Manual, section 2 at 7-8, Ex. F. In addition, Plaintiff signed an employment
agreement on April 20, 2009, which classified him as an at-will employee:
See Plaintiffs
Employment Contract, Ex. G.

University of Mississippi Medical Center and was then a member of the DHA Board. See
Plaintiffs Deposition at 33, Exhibit D.
During that meeting;

Jd. at 34. This, of course, caused Keeton
concern, and the Chairman ofDHA's Board of Directors, Dr. John Hilpert, was contacted.. See
For purposes of this motion, the facts are set forth in the light most favorable to Plaintiff. DHA reserves its
right to contest these facts at a late~ time.
- 2PD.4595826.2
James Keeton's Deposition at 24~26, Ex. H. Hilpert subsequently met with Plaintifno discuss
the allegations. See John Hilper's Deposition at 40-41, Ex. I.
Following the meeting, DHA hired the law fm of Bradley Arant Boult ClJmmings, LLP,
in Jackson, Mississippi to investigate Plaintif:fs allegations. See Roy Campbell's Deposition at
7, Ex. J. The law fum
conduc~ed
an extensive investigation and found Plaintiff's allegations to
be without-any evidentiary support whatsoever. See id.

After reviewing the investigation findings, the Board of Directors concluded that
Plaintiff's accusations of criminal conduct were not only baseless but were made in bad faith and
had cost DHA thousands of dollars in investigatory fees . See John Hilper's Deposition at 40-41 ,
57, Ex. I. Plaintiffs resignation was then sought by the Board, but he refused to step down from
his position. Id at 40. The instant lawsuit followed after Plaintiff was terminated on May 28,
2010. See Complaint, Ex. K.
Plaintiff's sole claim for relief is ,
in violation of Mississippi's public policy exception to the employee-at-will doctrine.

!d. In his Complaint, Plaintiff lists seven allegations that were supposedly reported and which he
deems criminal. !d. at
~5.
Important' for purposes of the instant Motion for Partial Summary
Judgment is the
.See id. at
~5(B).
In discovery, Plaintiff has used this
. allegation
J
E.g. Patrick Owens' Deposition at 28, Ex. L. Plaintiff
apparently seeks to make this line of questioning relevant,
DHA seeks
- 3PD.4595826.2
partial summary judgment
as
to this one issue becai.Ise;.:
Plaintiff's counsel also has abused discovery. by conducting a fishing expedition into
three areas having absolutely no relevance to the instant suit. These areas are:
1.
Medical Center (''UMM:C") and DHA having to do with the
2.
health records; and
3.
money to programs that were not execute.d well.
E.g. John Hilper's Deposition at 10-15, Ex. I; James Keeton's Deposition at 10-14, Ex. H; and
Chip Morgan's Deposition at 34-39, Ex. M . -None of these areas have any possible relevance to
Plaintiffs claim. of wrongful discharge.
In spite of this,
Plaintiff'~
counsel has . spent a
substantial amount of his time in depositions questioning witnesses about these area.S and has
indicated that he will take additional depositions regarding the same.
!d.; see Plaintiffs
Counsel's Letter, Ex. B.

For the reasons set forth below, DHA submits that partial summary judgment is
appropriate regarding the condominium issue and that a protective order is warranted regarding
the irrelevant areas being explored by Plaintiff's counsel. The protective order should also limit
the number of depositions Plaintiff's counsel is allowed to take.
-4PD.4595826.2
III. ARGUMENT
A.

THAT DR FOX LEASED, FOR HER PERSONAL USE, A CONDOMINIUM
1.
Summary Judgment Standard
Summary judgment is appropriate when there "are no genuine issues of material fact, and
the moving party is entitled to judgffient as a matter of law." Deaton v. Farm Bureau Cas. Ins.
Co., 994 So. 2d 164, 167 (Miss. 2008). Once the moving party demonstrates that no genuine
issues of material fact exist, it is the non-moving party's obligation to prove
oth~rwise.
See
Simpson v. Boyd, 880 So. 2d 1047, 1050 (Miss . 2004). In so doing, "the non-movant party may
not rest on the assertions of the Complaint but must introduce admissible evidence that would
create .a genuine issue of material fact for a jury." AAA Cooper Transp. Co. v. Parks, 18 So. 3d
909, 913 (Miss. App. 2009). A genuine factual dispute exists "only if the evidence is such that a
.1
easonable jury could
re~
a verdict for the norim.ovi.D.g party." Raiola v. Chevron USA, Inc.,
872 So. 2d 79, 83 (Miss. App 2004).

2.
Applicable Law
"Mississippi follows the 'at-will' employment doctrine and has done so for over 100
years." Rosamond v. Pennaco Hosiery, Inc., 942 F. Supp. 279, 285 (N.D. Miss. 1996). This
means that, "[i]n the absence of a contract of employment for a specified term, all employees are
deemed to be at-will." Id. In this case, both the Policies and Procedures Manual the Plaintiff
signed for and the employment agreement he entered into on April 20; 2009 reiterate that
Plaintiff was an at-will employee. See DHA Policies and Procedures Manual, section 2 at 7-8,
Ex. F; see also Plaintiff's Employment Contract, Ex. G.
Accordingly, Plaintiff could be
terminated for "a good reason, a wrong.reason, or no reason" at all -just not an impermissible
reason. See Kelly v. Mississippi Valley Gas Co., 397 So.2d 874, 875 (Miss. 1981).
- 5PD.4595826.2
One of the impermissible reasons carved out by the Mississippi Supreme Court is the
very narrow public policy exception set forth in McArn v. Allied-Terminix, 626 So.2d 603, 606
(Miss. 1993). Under McArn, an employee may not be fired for reporting an employer's criminal
acts. Id. To utilize the McArn exception, however, the employee must both have a good faith
belief that the reported conduct is criminal and "come forth with evidence establishing [that the
action complained of] constitute[ s] criminal activity." Wheeler v. BL Development Corp., 415
F.3d 399, 404 (5th Cir. 1999); see also Renick v. Nat'! Audubon Soc., Inc., 2009 WL 377288
(N.D. Miss. 2009) ("A good faith belief that an action was criminal is insufficient to invoke the
.
McArn exception.") [See attached unpublished opinion]. In the absence of the employee being
able to carry his or her burden of proof, the at-will emplqyment doctrine precludes an action for
.
wrongful discharge. Wheeler, 415 F.3d at 404; see also Coats v. Penrod Drilling Corp., 785 .
F.Supp. 614, 625 (S.D. Miss. 1992).
3.
No Admissible Evidence of a Criminal Act
The allegations with respect to DHA's lease ofa condominium in Oxford, Mississippi at
the direction of Dr. Fox do not present a cognizable basis for relief. DHA is a private entity that
is partially funded through governmental grants . See Plaintiffs Deposition at 137, Ex. D. The
Health Resources and Services Administration (HRSA) is the U.S. Department of Human
Services' agency that oversees the distribution of federal funds to :PHA. See Affidavit of
Richard Washington, Ex. N. Apparently, Plainti.ff's theory is that
and therefore the
leasing of the condominium constitutes criminal use of federal funds. Because it is undisputed
the condominium was used for DHA business purposes and there is no admissible evidence that
leasing the condominium is criminally actionable, Plaintiff's claim fails.
-6PD.4595826.2
Jt cannot be disputed tJ:ia.t Dr. Fox acted within her authority as CEO in leasing the
condominium on behalf of DHA. According to DHA's Articles and Bylaws, "[t]he CEO shall
have general supervisory authority to sign, make; and execute .. . lease? . ... " See Articles and
Bylaws, Article V, 1, Ex. C. Dr. John Hilpert, President of DHA's Board of Directors,
confirmed that Dr. Fox had the
~uthority
to approve the lease of the condominium on behalf of
DHA without Board approval. See John Hilper's Deposition at 33-34, Ex. I. Thus, the only
approval needed was from HRSA, which ser-Ves as DHA's funding agent.
To that end, DHA submitted a proposal for the condominium lease to HRSA. See DHA
Condominium Proposal, Ex. 0; see also Karen Fox Affidavit,~ 5, Ex. P. The proposal analyzed
the travel and housing needs for individuals working on D.H A projects, particularly in the
Oxford, Mississippi area, because it was to serve as a base of operations for projects in the
southern and western quadrants of the Mississippi Delta. See DHA Condominium Proposal at 5, .
The proposal analyzed the hotel costs in Oxford versus the cost of leasing a
Ex. 0.
condominium and concluded that it would be a substantial cost savings to DHA to lease a
condominium capped at $2,000 per month. !d. at 8.
On July 20,2009, HRSA approved leasing of the condominium in Oxford, Mississippi:
After review of your lodging analysis for Project #5, it is clear that
because the project is expanding into other areas where lodging is
more expensive, that the option for a leased apartment would be a
cost savings for the anticipated duration and needs of the project.
:HRSA concurs with this approach. Please send a copy of the lease
once it has been signed.
Ex. Q.
See
At his deposition, Plaintiff admitted that he thought the leasing of the condominium was
prop~r
if it had been approved by DHA's Board of Directors, HRSA, and Dr. Fox.
- 7PD.4595826.2
See
. Plaintiff's Deposition at 145, Ex. D: As discussed above, it is uncontradicted thatHRSA and Dr.
Fox approved the leasing of the condominium. Furthermore, DHA's Policies and Procedures,
which include the Articles and Bylaws, state that the Board of Directors delegated to the CEO,
Dr. Fox, the general authority to make and execute leases. See Articles and Bylaws, Article V,
1, Ex. C; see also John Hilper's Deposition at 33-34, Ex. 1 (explaining that .condo leas.e was
within CEO's authority). Plaintiff should have been aware of this since he received a copy of
DHA's Policies and Procedures. See Plaintiffs Deposition at 26-27, 165, Ex. D. In light of
.
.
these facts, Plaintiff neither can establish that he had a good faith belief that the reported .conduct
regarding the condominium was criminal, nor present evidence establishing that the leasing of
the condominium in any way constituted criminal activity. And, as a result, he cannot meet
either of the requirements of the McArn exception to Mississippi's at-will doctrine.
This argument, however," is a

non starter because there is no doubt
purposes.
tha~
the condominium was used by DHA for business
In fact, Plaintiff himself testified as follows: "I have met Dr. Fox [at the
condominium] for professional purposes a handful of times .... " See Plaintiff's Deposition at
.137, Ex. D: DHA, moreover, has attached as exhibits the affidavits of individuals who attest that
they have used the Oxford, Mississippi condominium on DHA business. See collectively DHA
Affidavits, Ex. R; see also Karen Fox Affidavit at ~4, Ex. P. In the end, even if evidence of
personal use could be produced, it is undeniable that the condominium was used for DHA's
.
business purposes as well. Plaintiff can point to no criminal statute that would prohibit such
collateral use, and DHA is thus entitled to partial summary judgment.
-8PD.4595826.2
Even assuming Plaintiff could make a: fact question regarding the reason for leasing the
condominium
a~d
that such was criminally illegal in spite ofHRSA approval (which he cannot),
DHA still is entitled to partial summary judgment. Plaintiff admits that he alone was the person
who negotiated and signed for the condominium lease, as v;rell as a separate office, on behalf of
DHA. See Plaintiffs Deposition at 23-24, 148, Ex. D. He further admits that he was responsible
for furnishing the condominium.
Id. at 172-73. . When asked about the specifics of the
negotiation, Plaintiff acknowledged that the lease he signed combined the condominium and the
office into one agreement. Jd. at 157. He then testified that, although he understood it was an
."uncustomary" way of doing things, he was under "very fast pressure to get it done." Id. at 160,
162~ This line of questioning concluded with the following:
Q.
By getting it done, did you read that- get it done even if
it's wrong?
A . . Yeah.
!d. at 162.
In light of Plaintiffs role in securing the condominium lease, even assuming Plaintiff
could make a fact question regarding the reason for leasing the CO!fdominium and that such was
criminally illegal in spite of HRSA approval, the doctrine of in pari delecto precludes Plaintiffs
wrongful discharge claim. "[M]ost American jurisdictions ... embraceD to some extent the
venerable in pari delicto doctrine. Am. Int'l Group v. Greenberg, 976 A.2d 872, 882 (Del..Ch.
2009). Latin for "in equal fault," in pari delicto is the general rule that courts "will not extend
aid to either of the parties to a criminal act or listen to their complaints against each other but
will leave them where their own act has placed th~m." 1 Am. Jur. 2D Actions 40.
underlying idea is that
t~ere
is no societal interest in providing an accounting between
wrongdoers." Am. lnt'l Group, 976 A.2d at 882.
- 9PD.4595826.2
"The
'Thus, a.Sslli:tilrig-fot the sake of argument' that it was a criminal act on behalf of DHA to
lease the condomUrium., it is uncontradicted that it was the Plaintiff who negotiated the terms for
. the condominium, signed the lease on behalf of DHA and was in charge of furnishing the
condominium for DHA. See Plaintiff's Deposition at 23-24, Ex. D. Consequently, ifleasing the
condominium was a criminal act, as Plaintiff clai.rn,s, Plaintiffwa.S an integral part of the criminal
enterprise since he was the one who negotiated the lease for the alleged criminal use of federal
funds. The doctrine of in pari delicto therefore forbids Plaintiff from recovering on this theory
and partial .s ummary judgment is warranted for this alternative reason.
B.
A Protective Order Is Necessary to Prevent Future Discovery Abuse.

The Mississippi Supreme Court has long recognized that a protective order is the avenue
for limiting discovery on grounds of irrelevance, cumulativeness, or inconvenience. E.g. Swan v.
IP., 613 So. 2d 846 (Miss. 1993). Courts have broad discretion when it comes to protective
orders. Id. Put simply, a courts may enter any protective order "which justice requires." Miss.
R. Civ. P. 26(d).
Ju.Stice requires a protective order in this case.
With respect to Plaintiff's counsel
questioning regarding Dr. Fox's personal life, such questioning should no lon~er be permitted.
As discussed above, Plaintiffs counsel has used his allegations about DHA's condominium lease
as a springboard to intrude on Dr. Fox's personal life. Because partial summary judgment is
appropriate on that claim, all further questioning in that regard should be prohibited. Moreover,
Plaintiff's counsel has abused the discovery process by conducting a fishing expedition into three
areas having. absolutely no relevance to the instant suit and by deposing and seeking to depose an
inordinate number of witnesses, some for the sole purpose. of ad<:Lressing subject matter that is
irrelevant to this suit. This Court must intervene.
- 10PD.4595826.2
1.
Irrelevant Matters
Rule 26(d) of the Mississippi Rules of Civil Procedure provides that, upon a showing of
good cause, a Court may enter a protective order "that discovery not be had" or "that certain
matters not be inquired into[.]" Whether there is good cause depends on the nature and character
of the infor:mation sought through depositions balanced by the factual issues involved in a
particular case. See 8 Wright & Miller, Federal Practice and Procedure, .2035, at 484-86 (2d
ed. 1994). Good cause exists when the opposing party seeks wholly irrelevant information. Jd.
203 7, at 499-500 (explaining that a protective order providing that a deposition shall not be taken
is appropriate when it clearly appears that the information sought is wholly irrelevant and could
have no possible bearing. on the issues of the case); see also Leighr v. Beverly Enterprises-
Kansas, 164 F.R.D. 550, 551-52 (D. Kan. 1996) (stating that a court "may grant a protective
order prohibiting the taking of a deposition when it believes that the information sought is
wholly irrelevant to the issues or prospective relief').
The three areas in which Plaintiffs counse.l has sought discovery that have absolutely no
relevance to the issues in this lawsuit are discl].ssed in turn below.
a.
The Alleged Dispute Between UMMC and DHA
Plaintiffs attorney has questioned several witnesses about an - alleged disagreement

between the University of Mississippi Medical Center ("illviMC") and DBA regarding
implementation of an electronic health record network in the Mississippi Delta. E.g. Ricky
Boggan's Deposition at 17-18, Ex. S; James Keeton's Deposition at
14-~9,
Ex. H; Sam Dawkins'
Deposition at 13-15, Ex. T; Cindy Boykin's Deposition at 7-8, Ex. U. Plaintiff first raised this
issue in his deposition, the first deposition taken in this CCl.Se, when asked why he had met with
Dr. Keeton. See Plaintiffs Deposition at Page 35-36, Ex. D. Plaintiff testified as follows when
questioned about the relevance of the alleged dispute to his suit:
- 11PD.4595826.2
~-
Q.
. .. You sayyou believe large sums of money were spent
. for the benefit ofUMC by DHA;_is that right? ...
A.
The answer's not that easy. The monies are spent for the
purpose of helping poor people in the Mississippi Delta. That's the
pllipose of the monies.
Q.
. .. Did you or did you not make the. statement that you
believe large sums of money were spent for the benefit of UMC?
A.
Yes.
Q.
Tell me specifically what you base that on other thaD.
speculation.
A.
Dr. Karen Fox advised me of those transactions.
Q.
Of that transactions?
A. . Transactions of monies paid to the University of

Mississippi Medical Center for hardware/software that would be
1,1sedas part of the project of establishing electronic health record
network with the Mississippi Delta.
Q.
Is there something wrong with that?
A.
It's outstanding.
Q.
Now is there anything illegal that you know of with DHA
. providing this money to UMC to .:... for the purpose of electronic .
medical record software and hardware? Anything Wr-ong with
that?
A.
I haven't seen the contract.
A.
It's my understanding UMC had obligations that perhaps
there was a disagreement about whether. they were being fulfilled.
Q.
Well, this is about DHA What did DHA do wrong? Do
you know of anything DHA did wrong ill this alleged transaction? .
- 12PT) 4 'iQSR26.2
~-
...
A:
I don't- I don't - I'm not sure of anything that DHA did
wrong as it related to that relationship. As it related to those
monies, I didn't spend those monies, didn't disburse it.
!d. at 38-40.
Evidence regarding the alleged dispute between illv1MC and DBA is not relevant to the
instant suit and not calculated to lead to the discovery of a_dmissible evidence for two reasons.
First, it is not in Plaintiffs complaint. Plaintiff's Complaint specifically lays out the grounds for
his craim of wrongful discharge and the allegations about which he claims he complained and
which led to his termination.
See Complaint, at
~~
5, 7, Ex. K.
There is nothing in the
Complaint about this alleged dispute between UMMC and DHA.

Sec~nd,
even if the alleged dispute
was
raised in the Complaint, it still would be
irrelevant. To report -a claim of wrongful discharge, Plaintiff must "come forth with evidence
. establishing [that the action complained of] constitute[s] criminal activity." See Wheeler v. EL
Development Corp., 415 F.3d 399, 404 (5th Cir. 1999). As quoted above, not only did Plaintiff
not testify that DHA had engaged in criminal conduct, but he also specifically testified that he
was not aware of anything DHA had donewrong that related to the relationship with UMMC.
See Plaintiff's Deposition at 40, Ex. D. Therefore, the line of questioning is irrelevant to his
wrongful discharge claim and Plaintiffs attorney should be precluded from pursuing it in
discovery.
b.
Alleged Improper Donations
by Allscripts
Dr. James E. Keeton, the Vice Chancellor for UM11C, was the first witness deposed by
Plaintiff's counsel. In that deposition, Plaintiff's attorney -raised for the first time an allegation
that Dr. Karen Fox had received some type of financial advantage from Allscripts which
provided electronic health records software to DHA. See James Keeton's Deposition at 13-14,
Ex. H. Plaintiffs attorney continued to pursue this line of questioning in several subsequent
- 13Pn 4o;Q5&26.2
depositions. E.g., Sam Dawkins' Deposition at 14-15; Ex:T;Chip Morgan's Deposition at 29-
30, Ex. M; Ricky Boggan's Deposition at 17-19, Ex. S. This questioning was the first reference
to the A11scripts issue in this suit.
DHA's attorney had been told that Plaintiff had made a statement to the effect that his
wife knew about some unspecified fraud that he was not at liberty to discuss.
See Roy
Campbell's Deposition at 30, Ex. J. The following questioning in Plaintiff's deposition resulted:
Q.
You have made the statement at times that your wife knows
about the fraud or some fraud? Is that right? Have you toldA.
I don't know.
A.
I told Roy [Roy Campbell of the law firm of Bradley Arant
Boult and Cummings] that- you know, that my wife was -told me
about some matters of concern.
Q.
What were they?
I'm not going to - I c~'t - I can't go there. I told - I

A.
explailled that to Mr. Campbell.
Q.
Why can't you go there?
Mr. Waide (Plaintiff's attorney): He's concerned about some

things that don't have anything to do with the lawsuitA.
Right.
Plaintiff's Deposition at 25, 29, Ex. D.
Id
at 31. It was not until a break between depositions that the
Plaintiff's attorney was taking on November 29, 2010, that the Plaintiff's attorney told the
attorney for DHA that the alleged fraud about which Plaintiff's wife knew, had to do with a
claim. that Dr. Fox had received some type of financial advantage from Allscripts. See Ricky
- 14PD.4595826.2
,----..,
Boggan's Deposition at-t7-18, -Ex. S.
Consequently, Plaintiff never reported this alleged .... .......
criminal. conduct to anyone at DHA prior to his termination, and refused to discuss it in his
deposition. It was not until his attorney raised the Allscripts issue in depositions on November
29, 2010 that DHA had ever heard about the allegation.
The Court should prohibit Plaintiff's attorney from pursuing this line of questioning for
two reasons, either of which make this
lin~
of questioning irrelevant to the suit. First, as with the
allegation regarding the dispute between U},.1]v1C and DHA, the :AUscripts issue does not appear
in Plaintiffs Complaint. Therefore, it cannot serve as a basis for his wrongful discharge suit.
Second, Plaintiff must produce admissible evidence that he reported the Allscripts issue as a
c1i minal act _to his employer and was terminated as a result. McArn v. Allied-Terminix, 626
So.2d 603, 606 (Miss. 1993). Plaintiff has admitted that he refused to tell anyone what his wife
knew not only prior to his termination but at his own deposition. See Plaintiffs Deposition at
25, 29, Ex. D. Obviously, DHA coul~ not terminate him for something about which they did not
know.
For the reasons discussed above, the alleged issue with Allscripts is not relevant to the
instant suit and not calculated to lead to the discovery of admissible evidence. Consequently,
pursuit of this issue in discovery can only be a fishing expedition or
:, and the Court should enter a protective order prohibiting pursuit of this line
of questioning. Alternatively, if Plaintiffs attorney is allowed to pursue this line of questioning,
the Court should allow the Defendant to reopen the Pl~tiffs deposition and require the Plaintiff
to answer questions about the Allscripts issue, including the basis for his knowledge.
- 15PD.4595826.2
c.
The Claim That DRA Used Federal Grant Money'for Programs That
Were Not Executed Well
In Paragraph 7 of his Complaint, Plaintiff states: "In addition to the above criminal
wrongdoing, . Plaintiff was concerned because the 2009 budget provided for hundreds of
thousands of dollars for programs which provided little or no meaningful services." When asked
to explai.J+ what this allegation meant, Plaintiff testified:
A.
I was concerned that the 2009 budget - that there were
swings in amounts of monies that were going for programs that
provided no - no benefit. There seemed to be no - seemed to be
arbitrary.
See P~aintiff's Deposition at223, Ex. D. Plaintiff further testified as follows:
Q.
So the money was - am I .understanding that the money
was appropriated for this program, but the program wasn't
executed well? Is that what you are saying?
A.
I think that's a fair assessment for many of the programs.
Q.
All right. Now who's fault is that?
A.
A lot of different - a lot of different factors.
different factors.
A lot of
Id. at 225-226.
Plaintiff's attorney has used this allegation to engage in a general investigation of all of
DHA'.s programs. E.g., John Hilper's Deposition at 25, Ex. I; Jane Calhoun's Deposition at 915, Ex. V; Sam Dawkins' Deposition at 19, Ex. T. Even if Plaintiff is correct that some of
DHA's programs were not executed wei( Plaintiff may be able to show incompetence or
negligence but he cannot point to any criminal conduct by DHA. Therefore, the Court should
terminate this abuse of discovery by entering a protective order prohibiting any "further pursuit of
this line of questioning.
- 16PD.45958262
2.
Cumulative and Unreasonable"Number of Depositions
Thus far, Plaintiff has taken a total of 13 depositions and has indicated his intent to hle
13 more. See Deposition Notices, Ex. A; see also Plaintiffs Counsel's Letter, Ex. B. Many of
these depositions are of witnesses who have little or 110 releva.I?-t information regarding the issues
in this suit. See 8 Wright & Miller, 2037, at 499-500 (explaining that a protective order
providing that a deposition shall not be taken is appropriate
w~en
it clearly appears that the
information sought is wholly irrelevant and could have no possible bearing on the issues of the
case).
DHA does not dispute that Plaintiff should be allowed to take a reasonable number of
depositions. However, 13 depositions simply are unreasonable, particularly considering the fact
that Plaintiffs attorney has used depositions thus far to pursue irrelevant lines of questioning: It
is well established that a trial court is entitled to prevent or limit depositions that would be
irrelevant or cumulative. See Haley v. Harbin, 933 So. 2d 261, 263 (Miss. 2005) (h_olding. that
the trial court" impermissibly allowed discovery that was "grossly excessive innumber"); see also
In re Evangeline Refining Co., 890 F.2d 1312, 1320-21 (5th Cir. 1989} (holding that the trial
court> s r"efusal to issue a deposition subpoena was not an abuse of discretion where the
'

While there are no specific limits in state court to the numberof depositions that can be
taken; Plaintiff's counsel would be limited to _five non-party depositions in federal court. see
Uniform Local Rule 26(d)(2) . This is significant, since the Mississippi Supreme Court has
chosen to follow the lead of the federal courts in interpreting like procedural .rules . governing
discovery. See Nichols v~ Tubb, 609 So.2d 377, 383 (Miss.l992) ("It is well known that our
Mississippi Rules of Civil Procedure were copied from th~ Federal Rules of Civil Procedure, and
we construe ours as the Federal courts construe the federal rules.") . Giyen the number of
- 17PD.4595826.2
~ -- .
depositions takerr thus far, as well as the fact that the depositions sought would be cumulative
and used to delve into matters unrelated to this lawsuit, DHA counsel would not object to
Plaintiff's counsel being allowed to take 3 more depositions .IV. CONCLUSION
As discussed above, Plaintiffs counsel has attempted to abuse the discovery process in .
three distinct ways. First, he has questioned deposition witnesses regarding'
Second, he has used discovery to explore three areas having absolutely
no relevance to the instant suit. Finally, he haS taken an expressed intent to take a total of 13
depositions. For the reasons set forth above, Defendant respectfully requests partial summary
judgment _and a Protective Order prohibiting Plaintiffs attorney from questioning '.i.tnesses.
regarding Dr. Fcix's personal life, the alleged dispute between UMMC and DHAj the alleged
improper donations by Allscripts, and the claim . that DHA used federal grant money for
programs that were not executed well.
In addition, Defendant requests a Protective Order
limiting Plaintiff to.a total of 3 additional depositions.

WHEREFORE, _PREMISES CONSIDERED, DHA respectfully requests an entry of
partial summary judgment and a protective order limiting further discovery.
- 18 PD.4595826.2
}>HELPS DUNBAR, LLP
BY:
------"-""=-2i---+=--fJj_
.
__
Gary E. FIIed.rD.an,
lvffi #5532
I
Gregory Jodd Butler, :MB #1 02907

4270 I-5.5 North
Telephone: 601-352-2300
butlert@phelps. com
- 19PD.45958262
~ -
CERTIF1CATE OF SERVICE
States mail, postage prepaid, a true and correct copy of Defendant's MEMORANDUM IN
SUPPORT OF MOTION FOR PARTIAL SUMMARY JUDGMENT AND FOR PROTECTIVE

ORDER to the following counsel of record:
Jim Waide, Esquire
Attorneys at Law
THIS, the 7th day of February, 2011.
GARY EIFRJEDMAN
-20PD.4595826.2
Page 1
Not Reported in F.Supp.2d, 2009 WL 377288 (N.D.Miss.)
(Cite as: 2009 WL 377288 (N.D.Miss.))
HOnly the Westlaw citation is currently available.

United States District Court,
N .D. Mississippi,
Western Division.
Mark D. RENICK, Plaintiff
v.
NATIONAL AUDUBON SOCIETY, INC., Defen.
dant.
Civil Action No. 3:.07-CV-68-SAA.
Feb. 12,2009.
West KeySurnmaryFederal Civil Procedure 170A
~2497. 1
170A Federal Civil Procedure

- -1 70AXVII Judgment
170AXVIICC) Summary Judgment
170AXVII(C)2 Particular Cases
l.70Ak2497 Employees and Employment Discrimination, Actions Involving
170Ak2497 .1 k. In General. Most
Cited Cases
Genuine issues of material fact existed regarding
whether there was actual criminal activity or whether
former employee was instructed to engage in criminal activity, precluding summary judgment in a
wrongful discharge action under Mississippi law. The
former employee alleged that he was instructed to
allocate certain expenses to a grant and that it had
been a misappropriation of funds . Fed.Rules
Civ.Proc.Rule 56(c), 28 U.S.C.A.
Michael D. Cooke, Michael D. Cooke, Attorney,

Iuka, MS, for Plaintiff.
Thomas A. Davis, Jackson Lewis LLP, Birmingham,
AL Brandon Michael Cordell, Jackson Lewis LLP,
Atl~ta, GA, for Defendant
MEMORANDUM OPINION
S. ALLAN ALEXANDER. United States Magistrate
Judge.
*1 Defendant National Audubon Society, Inc.
[the Society] has moved for summary judgment under Rule 56 of the Federal Rules of Civil Procedure,
requesting that the court dismiss each of plaintiff

Mark Renick's claims in their entirety and enter
judgement in its favor. Docket no. 43. The Society
presents several affidavits and deposition testimony
to support its motion. Renick has responded to the
Society's motions, asserting that genuine issues of
material fact remain, thus summary judgment on his
claims is not proper.
In accordance with the provisions of28 U.S.C.

636(c), the parties consented to have a United States
Magistrate Judge conduct all proceedings in this case,
including an order for entry of a final judgment.
Therefore, the undersigned has authority to render an
opinion regarding this motion for summary judgment
I FACTUAL SUMMARY
The following facts are undisputed . The National
Audubon Society is headquartered in New York,
New York. Mark Renick began his employment with
the Society at its Strawberry Plains Audubon Center
[SPAC], a Society-owned facility in Holly Springs,
Mississippi in September, 2003 . He wa:s employed as ..
the SP AC Director of Education and reported to
Madge Lindsay, the Executive Director of SP AC.
The application for employment contained the following language: "If hired, I understand that my employment may be terminated with or without cause
and with or without notice at any time, at the will of
Audubon or me." Docket no. 43 ~ 6, p. 16. In addition,
the Audubon employee handbook specifically stated
that the nature of the relationship was voluntary in
nature, that the employee could resign at any time,
and the employer could terminate the employment
relationship at will at any time, with or without notice. Docket no. 43-9, p. 7.
Renick assisted SP AC in preparing a grant application for a 21st Century Community Learning Center Grant [the Grant]. The Mississippi Department of
Education [MDE] awarded SP AC the Grant, which
began on July 1, 2004 00, and Renick was designated
as the Project Coordinator of the Grant The Grant
was a "draw down" grant, meaning that SP AC made
payments in relation to the Grant expenses and then
was reimbursed by the MDE for expenses allowed
l.mder the Grant's terms. Both Renick and Lindsay
had the right to approve reimbursement requests.
.2011 Thomson Reuters. No Claim to Orig. US Gov. Works.
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Not Reported in F.Supp.2d, 2009 WL 377288 (N.D.Miss.)
(Cite as: 2009 WL 3772"88 (N.D.Miss.)) .
Approved expenditures were accounted for by Mary
Lynn Riley, an Accounting Manager at SPAC.
FNi. See docket no. 43-4, p. 12.
In December 2004, Reni'ck rece)ved a copy of his
2004 performance management plan, which was a
generally positive review. Lindsay, however, did
comment on Renick's sometimes insensitive .Jan. guage: "[e]specially at times of frustration and unwary about how it is perceived, Mark's comments and
jokes sometimes are taken as insensitive or negative.
I am asking Mark to examine this and make positive
adjustments ." Docket no . 43-2, p. 9.
In August 2005, departing employee Sean Higgins complained to Lindsay that Renick had used
racially insensitive and inappropriate comments during a car trip to a work function. Docket no. 43-2, p.
13-14. Lindsay referred the ~omplaint and Renick's
rebuttal to Linda Brooke, who was the Vice President
of Human Resources for the Society based at the Society's headquarters in New York. Docket no. 43-2, p.
17. Brooke investigated the allegations by interviewing several SPAC employees. As a result of this investigation, Renick was placed on final warning on
October 25, 2005 for using language that could be
interpreted as racist and insensitive and warned that
another confirmed report of use of such language
would result in his termination. Docket no. 43-6, p.
21.
*2 On November 30, 2005 the Society's Chief

Financial Officer Monique Quinn, also based in New
York, received a letter from Mississippi attorney
Justin Cluck, who stated that he represented Renick.
The letter set forth several allegations of wrongdoing
including: (a) that certain non-grant expenditures
were classified by SP AC as Grant expenditures at
Lindsay's behest; (b) that SP AC used excess Grant
funds to compensate for shortfalls in the SP AC
budget; (c) that Lindsey's requests for accountings
that classify SP AC .expenses as Grant expenses created a hostile work environment; and (d) that Higgens' allegations agairist Renick were in retaliation
for Renick's failure to abide by Lindsay's accounting
directives . Docket no. 47-6, p. 3-6.
In response to Cluck's letter, the Society's national fmance office conducted an internal review in
December 2005 of SPAC's 21st Century Grant ex-
penditures. The internal review revealed accounting

irregularities such as failure to maintain a separate
schedule of Grant expenditures, which in tum affected the request forms submitted to MDE. Docket
no . 43-13, p. 7. The internal review also specifically
addressed allegations set forth in the Cluck letter.
After reviewing the Grant records and interviewing witnesses, the auditor, Tammy Buffton, found,
among other things, 00 that Lindsay did request that
cei:tain staff expenses be charged to the Grant, but a
portion of those were allowable as indirect costs as
outlined in the Grant budget Docket no. 43-13, p. 89. She found no evidence supporting Renick's allegation that Lindsay requested the costs of the SP AC
Christmas party be charged to the Grant. Docket no .
43-13, p. 10. The auditor did however, find that certain expenses were not allowable because either they
were not proper Grant expenditures or they were not
supported by proper documentation. The auditor concluded that it was not inappropriate for Lindsay to
have inquired whether certain costs could be assessed
to the Grant as indirect costs,00 and found no evidence supporting Renick's allegation that Lindsay-
intentionally used $4000.00 of the Grant surplus for
SP AC's general budget.FN 4
.
FN2. The auditor made other conclusions
which are not memorialized in this recitation
of the facts but are found in the record at
Docket no. 43-13, p. 7-14.
FN3 . Docket no . 43-13, p. 12. 'and 13 .
FN4. Docket no. 43-13, p. 14.
Ultimately, the auditor concluded that the problems associated with SP AC's Grant administration
and the Society's year-end close process was indicative of a lack of understanding by both Lindsay and
Renick regarding grant administration compl-iance
and procedure in general and little understanding by
Lindsay reg!irding the Society's budgeting procedures
and requirements. Do~ket no. 43-13, p. 14. On February 24, 2006, Les Cory, the Society's National
Vice-President and Director of Field Operations
based in Tucson, issued a final warning on both
Renick's llii job performance, which cited noncompliance with the Society's policies and procedures and
with requirements set forth in the Grant itself. rnFebruary, 2006, Lindsay was also placed on final warn-
201 t Thomson Reuters. No Claim to Orig. US
Go~.
Works.
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Not R eported in F.Supp.2d, 2009 WL 377288 (N.D.Miss.)
(Cite as: 2009 ~ 377288 (N.D.Miss.))
6
ing concerning her job performance.FN As a result of

the auditor's report, Renick no longer reported to
Lindsay; s_upervisory authority over Renick was
transferred to Roger Still, a Society Vice Preside11t
and Missouri State Director-Renick then reported
C:i.irectly to Still. Docket no . 43-2, p. 4. Further, the
Society's corporate finance department assumed administration of grants and the cash handiing responsibilities were removed from SP AC and assumed by
other employees of the Society. Docket no. 43-2, p.
4.
.
FN5. Renick's fmal warning available at
Docket no. 43-8, p. 20-22 .
FN6. Docket n.o. 43-2, p. 4.
*3 In February 2006, the Society sent Charlotte
Bryant,"the Grant Coordinator for MDE, a copy of
the finance department's audit. Docket no. 43-13, p:
4. MDE conducted a monitoring visit of the Grant at
.SP AC on February 28, 2006, and found one exception, which required immediate correction-that school
principals were being paid as after-school teachers in
addition to their principal salaries in violation of Mississippi Jaw. MDE found other accounting irregulari- .
ties that required attention but were not of an exigent
nature. The Society addressed the issues and submit~
ted a corrective action plan to MDE, 00 which
cleared the Society of the exception on April 7,
2006.FN 8 Neither MDE nor any other state or federal
agen~y, made any allegations or findings that the
Society engaged in any criminal activity with respect
to the Grant. Docket' no. 43-13, p. 5.
FN7. Docket no . 43-15, p. 29-31 and Docket
no . 43 -12, p. 17-19.
FN8 . Docket no.'43 -15,-p. 28 .
A few months later, Kristin Lamberson, a: SP AC
ernployee, reported to Lindsay that around May 20,
200.6, Renick called an individual a "cunt;" she re-ported the incident to Brooke on a separate_occasion.
Docket no. 43-16, p. 2. Lamberson's statement also
represents that Renick used racially insensitive or
inappropriate language on other occasions. Docket
no. 43-16, p. 2. In addition, SPACAccounting Manager Mary Lynn Riley told Brooke that Renick had
used the word in May of 2006, but she did not ~:ecall
the specific incident that ~amberson complained of.
Docket no . 43 -9, p. 3. Brooke found Lamberson and

Riley to be credible. Docket no. 43-9, p. 3. On June
5, 2006, Brooke and Still spoke with Renick and. ter~
minated his employment for use of inappropriate and
insensitive langUage. Docket no. 43-3, p. 2; Docket
no. 43-9, p. 3. Renick denies he used such language,
but he does acknowledge that he was terminated for
using inappropriate language. Docket no. 43-3, p. 2.
Renick brought this suit alleging that he was
terminated from his employment with the defendant
in retaliation for repo~ing the alleged 21st Century
Grant accounting violations. In addition, he alleges
that Lindsay created a hostile work environment and
that he suffered and continues to suffer humiliation,
mental anxiety and stress a,s a result of the wrongful
termination of his employment.
II. DISCUSSION
A. SUMMARYJUDGMENTSTANDARD
Summary judgment is appropriate "if the pleadfile,
ings, the discovery and disclosure materials'
and any affidavits show that there is no genuine .issue
as to any material fact and that the movant is entitled
to a judgment as a matter of law." Fed.R.Civ.P. 56(c).
"The moving party must show that if.the .. evidentiacy
material of record were reduced . to admissible evidence in court, it would be insufficient to permit the
nonmoving party to carry its burden." Beck v. Texas
State B of Dental Examiners, 204 F.3d 629, 633
(5th Cii-.2000), citing celotex Corp. v. Catrett, 477
U.S . 317, 322, 106 S.Ct. 2548, 91 L.Ed.2d 265
(1986). After a proper motion for summary judgment
is made, the burden shifts to the non-movant to set .
forth specific facts showing th?~t there is a genuine
issue for trial. Anderson v. Liberty Lobbv, Inc., 477
U .S. 242, 249, 106 S.Ct. 2505, 91 L.Ed .2d 202
~ Beck 204 F.3d at 633; Allen v. Rapides Parish School Ed., 204 F.3d 619, 621 (5th Cir.2000);
Ragas v. Tennessee Gas Pipeline Company, 136 F.3d
455, 458 (5th Cir.l998). Substantive law determines
what is material. Anderson, 477 U.S. at 249. "Only
disputes over' facts that might affect the outcome of
the suit under the governing Jaw. will properly preclude the entry of summary judgment. Factual disputes that are irrelevant or unnecessary will not be
counted." Id at 248. If the non-movant sets forth
specific facts in support of allegations essential to his
claim, a genuine issue is presented. Celotex. 477 U.S .
at 327. "\Vbere the record, taken as a whole, could
not lead a rational trier of fact to find for the non-
2011 Thomson Reuters. No Claim to Orig. US Gov. Works.
on
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Not Reported in F.Supp.29-> 2009 WL 377288 (N.D.Miss.)
(Cite as : 2 009 WL 377288 (N.D.Miss.))
moving party, there is no genuine issue for trial."
Matsushita Elec. Indus. Co. v. Zenith Radio Corp ..
475 U .S. 574, 587, 106 S.Ct 1348, 89 L.Ed.2d 538
(1986); Federal Savings and Loan. Inc. v. Krajl. 968
F.2d 500, 503 (5th Cir.1992). The facts are reviewed
drawing all reasonable inferences in favor of the nonmoving party. Allen. 204 F.3d at 621 ; PYCA Industries. Inc. v. Harrison County Waste Water Management Dist.. 177 F.3d 351, 161 (5th Cir.1999); Bane
One Capital Partners Corp. v. Kneipper, 67 F.3d
1187. 1198 (5th Cir.1995). If the moving partY meet
its burden, the non-movant must identify specific
facts demonstrating there is a genuine issue for trial.
Little v...Liquid Air Corp.. 37 F.3d 1069, 1075 (5th
Cir.1994); see Edwards v. Your Credit, Inc .. 148 F.3d
427, 432 (5th Cir.1998). Unsubstantiated assertions,
improbable inferences and unsupported specula~ion
are not sufficient to defeat a motion for summary
judgment. Nuwer v. Mariner Post-Acute Network,
332 F .3d 310, .] 13 (5th Cir.2003) (internal citations
omitted). In the absence of proof, the court does not
"assume that the nonmoving party could or would
prove the necessary facts ." Little. 37 FJd at 1075.
B. WRONGFUL DISCHARGE
*4 This. action is brought in federal court pursu~
ant to 28. U.S.C. 1332, and both parties agree that
Mississippi law is applicable. Mississippi has adhered
to the employment-at-will doctrine since 1858. Perry
v. Sears. Roeb uck & Co .. 508 So.2d 1086, 1088
(Miss.1987). This common law rule allows for an
employment contract to be terminated by either party,
with or without justification. Wheeler v. BL Developmen.t. 415 F.3d 399. 402 (5th Cir.2005), citing
HeartSouth, PLLC. v. Boyd, 958 So.2d 1095, 1108
(Miss.2003). The Mississippi Supreme Court carved
out a narrow exception to this doctrine in McArn v.
Allied Bruce-Termine:x Co., Inc.. 626 So.2d 603
(Miss.1993)". Under McArn, an employee who is discharged for refusing to participate in an illegal act or
for r eporting the illegal acts of his employer or anyone else is not barred from bringing an action in tort
damages against his employer. 626 So.2d at 607.
A good faith belief that an action was criminal is
insufficient to invoke the McArn exception. Stephen.
v. Winston County, Mississippi, 2008 WL 4813829,
*7-8 (N.D.Miss.2008), citing Wheeler. 415 F.3d at
404. The Fifth Circuit has declined to extend the narrow public policy exception to the employment at
will doctrine found in McArn to include an employee
who reasonably believed that he was reporting illegal

activity; the McArn exception is limited to complaints
of or refusals to participate in illegal activity. See
Wheeler. 415 F.3d at 404, discussing Drake v. Ad- .
vance Construction Services. Inc .. 117 F.3d 203, 204
(5th Cir.l997).
Moreover, the McArn exception to the employment-at-will doctrine applies only to illegal acts
which warrant the imposition of criminal penalties as
opposed to mere civil penalties. Wheeler. 415 F.3d at
404. Although McArn does not require that the plaintiff prove that a crime was committed, Howell v. Operations Management International. Inc., 77
Fed.Appx. 248 , 252 (5th Cir.2003), citing Peracelsus
Health Care Corp. v. Willard 754 So.2d.437, 443
(Miss.l999), there must be evidence to demonstrate
that the complained of activity constituted criminal
activity.
As a _threshold issue to invoke the McArn exception, Renick must demonstrate that the activities that
he complained of, specifically at Lindsay requested
that he allocate certain expenses to the Grant, constituted either criminal activity or a directive that he
. ...engage. in criminal activity. Renick, however, is not
required to prove that a criminal act actually occurred.
After review of the factS and applicable law in

the instant case, it is clear that the plaintiff has at
least showri a genuine issue of material fact regarding
whether there was actual criminal activity or he was
instructed to engage in criminal activity with regard
to the Grant. Although it is clear that Lindsay frequently requested that plaintiff allocate certain expenses to the Grant, Docket no. 43-3, 21-2, and that
plaintiff had a good faith .belief that there w~ a misappropriation of funds, it is unclear whether there
was in fact either criminal activity or a directive to
engage in criminal activity.
*5 The McArn ex~eption is limited to the reporting of or refusal to participate in criminal activities.
The plain~iff's good faith belief that the actions were
possibly criminal does not necessarily warrant the
invocation of the McArn exception. Renick invokes
Miss.Code Ann. 97-7-ll (1972), which makes it a
crime to conspire to defraud any department of the
state by obtaining or aiding in the payment or allowance from the public funds of the state and alleges
2011 Thomson Reuters. No Claim to Otig. US Gov. Works.
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Not Reported in F.Supp.2d, 2009 WL 377288 (N.D .Miss.)
(Cite as: 2009 WL 377288 (N.D.Miss.)}
that Lindsay, the Society's employee, has violated
this law. Docket no. 48, p. 15. However, neither party
has presented .suffic]ent evidence to demonstrate
whether the fund~ used for and from the Grarit are
federal or state funds for purposes of applying 977 -ll to the instant litigation. Further, the defendant
has failed to show that there exists no genuine issue
of material fact regarding the alleged criminal activity or alleged requests to engage in criminal activity.
.The facts are simply too numerous and contradictory
for the court to malce a determination on this issue
under the current standards. A jury must' malce that
determination. The court has reviewed the laws and
regulations referenced by the. plaintiff and determined
that there remains a genuine issue of material fact as
to whether & 97-7-ll is applicable to this matter.
Thus, defendant's motion for summary judgement
should be denied.
C. VIOLATION OF AUDUBON'S EMPLOYEE
HANDBOOK
Renick contends that the Society violated its em-
ployee handbook by terminating him in retaliation for
reporting Lindsey's allegedly illegal activities, which
was a vio lation of its whistle blower policy. Under
Mississ~ppi Jaw, an employee handbook . cannot be
considered a contract when the handbook contains an
express disclaimer that the relationship may be terminated at any time. Lee v. Golden Triangle Plan. n.ing and Development Dist.. 797 So.2d .845, 848
(Miss .200l) citing to Hartle v. Packard Elec.. 626
So.2d 106, 109 (Miss.l992). The employee handbook
contained a valid disclaimer by outlining that under
the employment-at-will policy either party may terminate the relationship at any time for any reason.
This disclaimer providing that the relationship may
terminated at any time, negates any contractual obligation found in the handbook. Without a contractual
obligation to follow its policies . in the handbook,
there can be no claim that the defendant violated its
handbook. As there are no obligations under the
handbook with respect to th.e whistle blower policy,
the court need not inquire into Renick's allegations,
and the court grants . the Society's motion for summazy judgment on this issue.
D. INTENTIONAL llVFLICTION OF EMOTIONAL
DISTRESS
Renick also contends that the Society's actions
amount to the infliction of emotional distress. In order to prevail in a claim for intention.al infliction of
emotional distress, Renick must show that the conduct complained of was "so outrageous in character,
and so extreme in degree, as to go beyond all possibl"e
bounds of decency, and to be regarded as atrocious,
and utterly intolerable in a civilized community."
Pegues v. Emerson Elec. Co.. 9i3 F.Supp. 976, 982
(N.D.Miss.J 996), quoting Restatement (Second) of
Torts 46 cmt. d. (1965). Furthermore, "liability
clearly does not extend to mere insults, indignities,
threats, annoyancf<S, petty oppression, or other trivialities." Lawson v. Heidelberg Eastern., 872 F.Supp.
335. 338 CN.D.Miss.l995), quoting Restatement ill
cmt. d.. Damages for such clajms are typically not
recoverable in employment disputes. Pegues. 913
F.Supp. at 982. Rather, "(o]nly in the most unusual
cases does the conduct move out of the 'realm of an
ordinary .employment dispute' into the classification
of 'extreme and. outrageous,' as required for the tort
of intentional infliction of emotional distress." Prunty
v. Arkansas Freightwavs, Inc .. 16 F.3d 649, 654 (5th
Cir.1994), citing Dean v. Ford Motor Credit Co. 885
F.2d 300, 307 (5th Cir .1989) and Wilson v. Monarch
Paper Co. , 939 F.2d 1138, 1145 (5th Cir.l99l).
*6 Renick alleges that Lindsay's constant requests to allocate certain expenses to the Grant and
his refusals to do so caused Lindsay to threaten to fire
him, which ultimately created a stressful work environment, and that his relationship with Lindsay deteriorated to the point that she would hardly spe(j.]c to
him in staff meetings. Docket no. 48, p. 18-19. While
this indeed may have been an uncomfortable work
environment, the plaintiff has not alleged any conduct that can be considered so egregious as to be considered outrageous in civilized society. Moreover, he
has not presented any evidence of behavior that is
. outside the realm of an ordinary employment dispute.
In light of the plaintiffs failure to meet his burden to
present evidence of Dutrageous or extreme behavior,
the court grants the defendant's motion for summary
judgment on this issue of intentional infliction of
emotional distress.
E. NEGLIGENT INFLICTION OF EMOTIONAL
DISTRESS .
The Society seeks judgment on Renick's claim of
negligent infliction of emotional distress, asserting
that the claim is barred by the exclusive remedy
f"Ound in the Mississ.ippi Workers Compensation Act .
[the CompAct], Miss.Code Ann . 71-3-9, et seq .
(1972). The courts have .consistency held that this
Page 6
Not Reported in F.Supp.2d, 2009 WL 377288 (N)).Miss.)

(Cite as: 2'009 WL 377288 (N.D.Miss.))
provision of the Comp Act does indeed barr any tort
claim grounded in negligence. Disney -v. Horton.
2000 U .S. Dist. LEXIS 5359, *27-29, 2000 WL
490848 CN.D.Miss.2000) (internal citations omitted).
The Comp Act does not generally apply to nonprofit or charitable organization. Miss.Code Ann.
71-3-5. A charitable organization, however, may assume liability under the Comp Act if it purchases a
valid workers' compensation insurance policy. !d.
The assumption of liability is in effect as long as the
workers' compensation policy is in effect. ld
The Society has not presented any evidence
demonstrating that it has assumed liability under the
Comp Act. Thus, there is a genuine issue of materiai
fact as to whether the provisions of the Camp Act
appiy to the Society, and the court denies the Society's motion f~r summary judgment on this issue.
A judgment in accordance with this opinion will
issue this daY,_
SO ORDERED .
. N.D.Miss.,2009.
Renick v. Nationa!Audubon soc., Inc.
Not Reported in F.Supp .2d, 2009 WL 377288
(N.D.Miss.)
END OF DOCUMENT
IN THE CIRCUIT COURT O:F' LAFAYETTE COUNTY, MISSISSIPPI
JAMES WAYMONHAHN
PLAINTIFF
vs.
DEFENDANT
REBUTTAL MEMORANDUM IN SUPPORT OF DHA'S

I. INTRODUCTION
Plaintiffs oppositional response includes eight and one half pages of "facts," most of
which are completely irrelevant to the instant motion.
Similarly, Plaintiff's oppositional
argument is permeated with legal authority that has no applicability whatsoever to this action.
The strategy with respect to DHA's partial-summary-judgment request is apparent: Plaintiff
hopes to muddy the straightforward issues before this Court to fabricate genuine issues of
material fact where none exist. With respect to DHA's request for a protective order, Plaintiff
has all but conceded that he is engaged in a fishing expedition. DHA reiterates its request for
partial summary judgment and for a protective order.
II. ARGUMENT
A.

THAT DR. FOX LEASED, FOR HER PERSONAL US'E , A CONDOMINIUM
Plaintiffs oppositional response proceeds in the following fashion. First, he argues that
DHA has advanced the wrong legal standard for application of the McArn exception to
EXHIBIT
y
PD.489 1154. 1
Mississippi's at-will-employment doctrine. Second, 11-argues that, even if DHA has espoused
the correct standard, he has satisfied it. Both arguments are wrong.
With respect to the correct legal standard, Plaintiff initially takes the curious position that
"the Mississippi Supreme Court will not impose an overly strict requirement on exactly what [a]
plaintiff must report in order to be protected by the public policy exception" and that there need
not even be an "allegation that actual criminal activity was occurring .... " Pl. Resp. Mem. at
11.
These submissions are incorrect, as both plainly contradict the long-standing rule that
McAm is a very "narrow exception" used to protect only those who report "criminal conduct."
See McAm v. Allied-Terminix, 626 So.2d 603, 607 (Miss. 1993) (noting the creation of a
"narrow public policy exception"); Jones v. Fluor Daniel Servs. Corp., 959 So. 2d 1044, 1048
(Miss. 2007 (noting that the reported conduct must be deemed "criminal").
Given the invalidity of these initial contentions, Plaintiff then advances the standard that
a plaintiff need only have "a good faith belief of criminal conduct." Pl. Resp. Mem. at 11. This
standard, however, is equally incorrect. Though Plaintiff cites several cases in support of his
position, none of those cases hold that only a good faith belief is required. Rather, as advanced
in DHA's principal memorandum, a plaintiff must have both a good faith belief that the reported
conduct is criminal and "come forth with evidence establishing [that the action complained of]
constitute[s] criminal activity." Wheeler v. BL Development Corp., 415 F.3d 399, 404 (5th Cir.
1999); Renick v. Nat'l Audubon Soc., Inc., 2009 WL 377288 (N.D. Miss. 2009) ("A good faith
belief that an action was criminal is insufficient to invoke the McArn exception.").
It is disingenuous for Plaintiff to suggest that both a good faith belief and evidence that
the reported conduct is criminal are necessary only in federal court, for both state and federal
opinions are in accord. In Hammons v. Fleetwood Homes of Miss., Inc., 907 So. 2d 357, 360
-2PD.4891154.1
(M-iss ~
Ct.:. -App. 20D5) (emphasis added), for example, it- was plainly held .:that; although
"[a]pplicability of the exception does not require that a crime has already been committed, [] it
does require that the acts complained of warrant the imposition of criminal penalties .... "
Other courts have consistently cited Hammons for the rule "that an employee must prove that he
complained of employer acts that 'warrant the imposition of criminal penalties, ... which caused
his discharge."
E.g., Kyle v. Circus Circus Miss., Inc., 2010 WL 2539576 *3 (N.D. Miss.
2010); 1 see also Wheeler v. BL Development Corp., 415 F.3d 399, 404 (5th Cir. 1999) (A
plaintiff must "come forth with evidence establishing [that the action complained of]
constitute[s] criminal activity."). A contrary rule, that employees need only have a good faith
belief that what they report is criminal, would open ~he floodgates for lawsuits and eviscerate the
Supreme Court's repeated insistence that McArn constitutes a "narrow" exception to the at-willemployment doctrine. E.g., Jones, 959 So. 2d at 1047.
In a final attempt to avoid summary judgment, Plaintiff makes the -alternative argument
that his "evidence is sufficient" to prove that DHA's condominium lease was criminally
actionable. Pl. Resp. Mem. at 11-12. But this argument has no merit whatsoever.
To begin with, Plaintiff's suggestion that HRSA did not actually approve the
condominium lease is nonsensical on its face. Though DHA included HRSA's approval e-mail
as an exhibit to the principal motion, Plaintiff challenges the e-mail as being unauthenticated. Pl.
Resp. Mem. at 13.
This contention fails to appreciate that such e-mails do not require
authentication under Mississippi Rule of Evidence 901(b)(4) because of their
distin~tive
characteristics. Nonetheless, even if they did, DHA has attached to this Rebuttal the affidavit of
the DHA employee who received the HRSA approval. See Kearley v. State, 843 So.2d 66, 70
It should come as no surprise to Plaintiff that Mississippi state law requires both a good faith belief and
evidence that the reported conduct is criminal, for his counsel in this case also represented the plaintiff in Kyle
v. Circus Miss., Inc., 2010 WL 2539576 *3 (N.D. Miss. 2010).
-3PD.4891154.1
(Miss. 2002) (holdingthaf"a recipient may authenticate an e-mail). That affidavit verifies that a. request was sought from HRSA for approval of the condominium lease and that an approval email was indeed received. Beth McCullers Affidavit, Ex. W.
There also is no record evidence to support Plaintiffs accusation that HRSA was
somehow misled about the condominium lease. Pl. Resp. Mem. at 13. As set forth in DHA's
principal motion, Plaintiff himself testified at his deposition that he had "met Dr. Fox [at the
condominium] for professional purposes a handful of.times .... " See Plaintiffs Deposition at
137, Ex. D.
Moreover, Plaintiffs oppositional response expressly recognizes that DHA's
discovery responses, as well as the affidavits attached to the principal motion, reveal that the
leased condominium was repeatedly used for business purposes. It is of no moment that Plaintiff
is unsatisfied with the exact amount of time spent at the condominium for DHA business. The
McArn exception is a doctrine rooted in protecting employees who report criminal activity; not
one that provides employees with a cause .of action anytime they disagree with the business
decisions of their employer.
What this matter ultimately boils down to is Plaintiffs apparent belief that, if the leased
condominium was used at any point for personal rather than business purposes, the public-policy
exception may be invoked.
That belief flatly contradicts all existing precedent interpreting
McArn, however. Fatal to Plaintiffs claim is the fact that he has pointed to no authority that
even remotely suggests that some collateral personal use of the leased condominium would be
criminal. Case law interpreting McArn expressly holds that a plaintiff must inform the court of
why the reported activity is criminal by citing either to a. statute or to case law. E.g., Kyle, 2010
WL 2539576 *4 (explaining that "the plaintiff has never cited a statute or case law
-4PD.489J 154.1
demonstrating that mere failure to report income is criminal in nature"). 2 Plaintiff has failed to . -- -
cite to either in this case, and partial summary judgment is therefore proper.
B.
A PROTECTIVE ORDER
DISCOVERY ABUSE.
IS
NECESSARY
TO
PREVENT
FUTURE
In its principal motion, DHA explained that a protective order was warranted because
Plaintiff's counsel has abused discovery by conducting a fishing expedition into three areas
having absolutely no relevance to the instant suit:
1.
2.
health records; and
3.
Plaintiffs oppositional response does nothing, as a legal matter, to justify his groundless .
exploration into these areas.
Plaintiff treats the first two areas as "interrelated" and essentially goes on to concede the
issue of relevancy. DHA has explained that these areas are off limits because of the nature of
this suit.
In particular, Plaintiff has brought this action under the McArn exception to
Mississippi's at-will-employment doctrine, which means that Plaintiff must prove that he was
terminated for reporting criminal conduct.
Plaintiff's
oppositional response never contends that, prior to his termination, Plaintiff reported to DHA or
anyone else that anything illegal was going on with respect to Allscripts. Instead, Plaintiff
readily acknowledges at page 16 and 17 that it was not until depositions began that the Allscript
2
Again, Pl8,intiff should be familiar with the requirement that he must inform the Court of how the reported
conduct is criminal by citing either to a statute or case Jaw, since his counsel in this case was also counsel for
the plaintiff in the Kyle case.
-5PD.4891 154.1
- ----- .
allegations~atose, and
he further aclmowledges that even then he refused to answer any-questions -
regarding the alleged wrongdoing. This Court should put an end to Plaintiff's admitted strategy
of "trying to learn" if anything illegal occurred between DHA, UMC, and Allscripts, for even if
he was successful it would be irrelevant to this lawsmt since he did not report it prior to his
discharge as required to have a cognizable claim under McArn. See Pl. Resp. Mem. at 16.
To reiterate, Plaintiff never attempts to contradict the relevancy argument actually
presented by DHA in its principal memorandum. Rather, Plaintiff tries to spin the issue by
stating that "one defense being raised in this case is that the expenditures by Defendant may have
not been 'used well' but were not 'criminal."' Pl. Resp. Mein. at 18. He then uses this claim to
argil e that discovery is necessary to determine whether criminal conduct has indeed occurred. !d.
Th-.: problem with this line of argument is that it puts the cart before the horse: it is irrelevant
whether anything illegal occurred because Plaintiff never reported it, as required under McArn .
With respect to the third area, Plaintiff provides no real discussion addressing relevancy
of the discovery he has sought regarding the general claim that DHA appropriated federal grant
money to programs that were not executed well. Instead, he ties his sweeping discovery requests
to statements such as DHA "is not a private company" and thus its fmancial records should be
open for all the world to see. See Pl. Resp. Mem. at 18. This statement, however, is completely
false . DHA is indeed a private company and is entitled to the same protection guaranteed to all
other private litigants : that a plaintiff not conduct an harassing fishing expedition into matters
wholly irrelevant to pending litigation. See Articles and Bylaws, Article II, sec. 1 at 4, Ex. C.
-6PD.48 9ll54.l
C.
AN ORDER- -- COMPELLING
WARRANTED.
DISCOVERY . IS
NOT
NECESSARY
OR .:__ ..
Plaintiff concludes his Response by requesting that the Court enter an Order compelling
Defendant to participate in depositions and requiring Defendant to produce certain documents
First, Plaintiff argues that he is entitled to invoices "describing
to the Defendant.
DHA, the Defendant
in this case, reimbursed Fox for those services pursuant to DHA's indemnification provision.
The bill submitted by Dunbar and DHA's indemnification of Fox for those bills had nothing to
do with any of the bases for Plaintiffs wrongful discharge action. In fact, Plaintiff does not even
argue in his Brief that there is any relevance to the allegations of the suit. His only argument is
that these documents are "necessary to determine whether the services Dunbar provided were
expedition into matters irrelevant to the underlying suit.

Plaintiff next demands that Defendant provid~
relevant to the condominium issue which is the subject of
the Motion for Partial Summary Judgment pe~ding before the Court. Defendant objected on the
grounds of relevance pending a ruling by the Court on the Motion for Partial Summary
Judgment. If the Court denies the Motion
the Defendant's care, control or custody.

Plaintiff next asks that Defendant be ordered to provide "documents evidencing payment
for the furnishings for the luxury apartment." This too is the subject of the Defendant's Motion
-7PD:489J 154.1
for Pa.rtiaLS.U,IIllilary Judgment However, even if Partial Summary Judgment is -denied, the
requested documents still would be irrelevant because the issue raised by the Plaintiff is whether
the condominium was used in substantial part for personal purposes rather than for business
purposes.
The amount paid for the furnishing of the condominium is irrelevant to this
determination and again is nothing but part of the Plaintiffs fishing expedition.
Plaintiff next asks the Court to order the Defendant to provide invoices submitted by Jere
Nash. Plaintiff argues that these are relevant to determine the legitimacy of payments to Nash
"especially since Plaintiff has evidence that one of Nash's activities was to advise Chip Morgan
on how to discredit the University of Mississippi President." Whether Nash did advise Morgan
on how to discredit the University of Mississippi President and whether DHA had anything to do
with any such efforts has absolutely nothing to do with any of the Plaintiffs claims underlying
his wrongful discharge suit and which are delineated in his Complaint. This, like Plaintiffs
other requests, is nothing more than a fishing expedition to further Plaintiffs effort to satisfy his
curiosity about the general business practices of DHA. This suit simply is not the vehicle for
such an exercise. However, Plaintiff argues that since DHA is funded by the tax payers, there is
no legitimate reason to refuse to keep Plaintiff from seeing its fmancial records .
This is
tantamount to admitting that he is engaging in a fishing expedition. .Furthermore, even though

DHA may be the recipient of federal funds, the Mississippi Rules of Civil Procedure nonetheless
govern this suit and prohibit the general fishing expedition Plaintiff is trying to justify.
Finally, Plaintiff argues that he has been allowed to depose only two of the nine members
ofDHA's Board of Directors. It is true that Plaintiff has only deposed two of the members of the
Board but only because those are the only two he has noticed. In the meantime, Plaintiff has
chosen to depose 11 others. Defendant's position is that the Court should set some reasonable
-8PD.4891154.1
-limit on the number of depositions Plaintiff is allowed to tq.ke since he has indieated- that he is
going to take at least 13 additional depositions if allowed to do so. Defendant is amendable to
Plaintiff being allowed to take three additional depositions, giving him a total of 14 which surely
is reasonable under the circumstances. It will then be up to the Plaintiff to determine if he
wishes to use those depositions to take Members ofDHA's Board ofDirectors.
III. CONCLUSION
DATED: April12, 2011.
PHELPS DUNBAR, LLP .

Telephone: 601-35~-2300
butlert@phelps. com
-9PD.4891154.1
_ . CERTIFICATEDF,SERVICE
I, GARY E. FRIEDMAN, do hereby certify that I have tbis day forwarded, via United

Attorneys at Law
THIS, the lih day of April, 2011.
GARY
- 10PD.4891154.l
FRIEDMAN

lAFAYETTE COUNlY
FILED
JAMES WAYMON HAHN
APR 14 2011
VS.
PLAINTIFF
DELTA HEALTH ALLIANCE, INC. BY
DEFENDANT
---H:*~-1
REBUTTAL IN SUPPORT OF DHA'S

Rebuttal in Support ofDHA' s Motion for Partial Summary Judgment and for a Protective Order
and states as follows :
1.
This Rebuttal is filed in response to Plaintiff's Response In Opposition to DHA' s

Motion for Partial Summary Judgment and for a Protective Order.
2.
For the reasons set forth more fully in DHA' s principal Memorandum in Support
of Motion for Partial Summary Judgment and for a Protective Order and in its
Rebuttal Memorandum in Support of Motion for Partial Summary Judgment and
for a Protective Order, DHA's request should be granted.
3.
In further support of their Motion, DHA relies on the following additional

documents:
1.
2.
3.
Affidavit of Beth McCullers, attached hereto as Exhibit "W";

DHA's principal Memorandum in Support of Motion for Partial Summary
Judgment and for Protective Order, attached hereto as Exhibits "X" ; and
DHA's Rebuttal Memorandum in Support of Motion for Partial Summary
Judgment and for Protective Order, attached hereto as Exhibit "Y. "
-11'0.4978993 . 1

DATED: April 12, 2011.
PHELPS DUNBAR, LLP
BY: ~~~~~~=======-
Gregory odd Butler, MB #102907
4270 I-5 North
Telephone: 601-352-2300
butlert@phel ps. com
-2PD.4978993 .1

Attorneys at Law
THIS, the 12'h day of April, 2011.
- 10PD.489 11 54.1

PLAINTIFF
JAMES WAYMON HAHN
vs.
DEFENDANT
AFFIDAVIT OF BETH McCULLERS
COUNTY OF WASHINGTON
I, Beth McCullers, am a: person of the full a:ge of majority and have personal knowledge
of the following:
1.
I am the Director of Sponsored Programs for Delta Health Alliance, Inc. ("DHA")
and am authorized to identify and authenticate documents on DHA's behalf.

2.
I make this affidavit to authenticate the e-mails presented by DHA as Exhibit Q to

..
DRA's Motion for Partial Summary Judgment and for a Protective Order. I have been advised
that the purpose of this authentication is to verify that the e-mails are true and correct.
3.
I have personally reviewed the document attached as Exhibit Q to DHA's Motion
for Partial Summary Judgment and for a Protective Order.

4.
1 have personally reviewed and examined Exhibit Q, which includes (1) e-maiis I
sent to BTidget Ware of the Health Resources and Human Services Administration (HRSA), on
July 16, 2009 and July 17, 2009; (2) an e-mail I received from Bridget Ware on July 20, 2009;
and (3) an e-mail I forwarded to Karen Fox on July 20, 2009, in which I copied Ricky Boggan,
James Hahn, Richard Washington, Laura Clark, and Sydney Dean. The purpose of these e-mails
was to gain approval for the lease of temporary housing.
EXHIBIT
I
PD.4892637.1
5.
I attest that the e-mails appearing in Exhibit Q were generated at the time and date
indicated therein. I further attest that that the e-mails appearing in Exhibit Q are true and correct
copies of the electronic mail messages I sent and received.
6.
I declare under penalty of perjury that the foregoing is true and correct to the best
of my knowledge, information, and belief.

WilNESS MY SIGNATURE, this the ?f)~ day ofMarch20ll.
SWORN TO AND SUBSCRIBED before me, this the
MY COMMISSION EXPIRES:
- 2PD.4892637 .1
3D day of March 2011.

LAFAYETTE COUNTY
JAMES WAYMON HAHN
F LE
vs.
FEB 0 8 2011
PLAINTIFF
DELTA HEALTH ALLIANCE, INC. ~F({

BY_ _~-1--=--
DEFENDANT
MEMORANDUM IN SUPPORT OF DHA'S

Memorandum in Support ofDHA ' s Motion for Partial Summary Judgment and for a Protective
Order and states as follows:
I. INTRODUCTION
Plaintiff James Hahn ("Plaintiff') filed this wrongful discharge lawsuit on July 22, 2010.
See Complaint, Ex. K. Since then, his counsel has engaged in a fishing expedition into matters
wholly unrelated to his lawsuit. To date, Plaintiffs counsel has taken 13 depositions and has
conveyed his intent to schedule at least 13 more. See Deposition Notices, Ex. A; see also
Plaintiffs Counsel's Letter, Ex. B (indicating that, among others, Plaintiffs counsel plans to
depose "each individual board member" of DHA). 1 Much of the deposition questioning thus far
has centered around allegations that have nothing to do with Plaintiffs lawsuit or that are
advanced only as a mearis of embarrassing DHA's Chief Executive Officer. To prevent further
discovery abuse, DHA respectfully requests both a grant of partial Summary Judgment 2 and a
Protective Order governing the remainder of the discovery.
EXHIBIT
X
. I
DHA has a nine-member Board of Directors. See Articles and Bylaws, Article II, sec. 2 at 4, Ex. C.
To be sure, DHA intends to later move for Summary Judgment with respect to all of Plaintiff's allegations.
PD.4595826.2
II. BACKGROUND 3
DHA is a private entity, founded in 2001 to support community based healthcare

initiatives targeting critical health and wellness issues in the Mississippi Delta. See Articles and
Bylaws, Article II, sec. 1 at 4, Ex. C. DHA's core partners are the Delta Council, Delta State
University, Mississippi State University, Mississippi Valley State University, and the University
of Mississippi Medical Center. !d. The Presidents of these universities or their designees sit on
DHA's Board of Directors, and the remaining five DHA Board members are appointed by the
Delta Council. Id. at 5. Dr. Karen Fox serves as DHA's Chief Executive Officer. See Plaintiffs
Deposition at 143, Ex. D.
Plaintiff was hired by DHA as a Senior Vice President in April 2009 and signed an
Acknowledgment of DHA's Policies and Procedures Manual.
See Plaintiffs Policy and
Procedure Acknowledgement, Ex. E; see also Plaintiffs Deposition at 26, Exhibit D.
The
Policies and Procedures Manual makes clear that DHA is an at-will employer. See DHA Policies
and Procedures Manual, section 2 at 7-8, Ex. F. In addition, Plaintiff signed an employment
agreement on April 20, 2009, which classified him as an at-will employee.
See Plaintiffs
Employment Contract, Ex. G.

University of Mississippi Medical Center and was then a member of the DHA Board. See
Plaintiffs Deposition at 33, Exhibit D.
During that meeting, Plaintiff told Keeton that he
. believed criminal activities were going on at DHA. !d. at 34. This, of course, caused Keeton
concern, and the Chairman of DHA's Board of Directors, Dr. John Hilpert, was contacted. See
For purposes of this motion, the facts are set forth in the light most favorable to Plaintiff. DHA reserves its
right to contest these facts at a later time.
-2PD.4595826.2
James Keeton's Deposition at 24-26, Ex. H. Hilpert subsequently met with Plaintiff to discuss
the allegations. See John Hilper's Deposition at 40-41, Ex. I.
Following the meeting, DHA hired the law firm of Bradley Arant Boult Cummings, LLP,
in Jackson, Mississippi to investigate Plaintiffs allegations. See Roy Campbell's Deposition at
7, Ex. J. The law firm conducted an extensive investigation and found Plaintiffs allegations to
be withoutany evidentiary support whatsoever. See id.
After reviewing the investigation findings, the Board of Directors concluded that
Plaintiffs accusations of criminal conduct were not only baseless but were made in bad faith and
had cost DHA thousands of dollars in investigatory fees. See John Hilper's Deposition at 40-41,
57, Ex. I. Plaintiffs resignation was then sought by the Board, but he refused to step down from
his position. !d. at 40. The instant lawsuit followed after Plaintiff was terminated on May 28,
2010. See Complaint, Ex. K.
Plaintiffs sole claim for relief is that he was terminated for reporting illegal acts of his
employer, in violation of Mississippi's public policy exception to the employee-at-will doctrine.
!d. In his Complaint, Plaintiff lists seven allegations that were supposedly reported and which he
deems criminal. !d. at
~5.
Important for purposes of the instant Motion for Pa1iial Summary
Judgment is the allegation that he reported that Dr. Fox instigated the lease of a condominium in
Oxford, Mississippi for her personal use. See id. at
~5(B).
In discovery, Plaintiff has used this
. allegation as a tool for embarrassment by questioning witnesses in depositions about intimate

aspects of Dr. Fox's personal life. E.g. Patrick Owens' Deposition at 28, Ex. L.
Plaintiff
apparently seeks to make this line of questioning relevant to the condominium issue by
theorizing that the real reason Fox had DHA lease the Oxford condo was so she could have a
place to engage in intimate relations with DHA's former Chief Medical Officer. DHA seeks
- 3PD.4595826.2
partial summary judgment as to this one issue because Plaintiffs theory is without legal or
factual support, and dismissal of the condo allegation will stop this unwarranted attack on Dr.
Fox.
Plaintiffs counsel also has abused discovery by conducting a fishing expedition into
three areas having absolutely no relevance to the instant suit. These areas are:
1.
2.
health records; and
3.
A general claim that D HA appropriated federal grant
E.g. John Hilper's Deposition at 10-15, Ex. I; James Keeton's Deposition at 10-14, Ex. H; and
Chip Morgan' s Deposition at 34-39, Ex. M. None of these areas have any possible relevance to
Plaintiffs claim of wrongful discharge.
In spite of this,
Plaintiff~
counsel has spent a
substantial amount of his time in depositions questioning witnesses about these areas and has
indicated that he will take additional depositions regarding the same.
!d.; see Plaintiffs
Counsel's Letter, Ex. B.

For the reasons set forth below, DHA submits that partial summary judgment is
appropriate regarding the condominium issue and that a protective order is warranted regarding
the irrelevant areas being explored by Plaintiffs counsel. The protective order should also limit
the number of depositions Plaintiffs counsel is allowed to take.
- 4PD.4595826.2
III. ARGUMENT
A.

THAT DR. FOX LEASED, FOR HER PERSONAL USE, A CONDOMINIUM
1.
Summary Judgment Standard
Summary judgment is appropriate when there "are no genuine issues of material fact, and
the moving party is entitled to judgment as a matter of law." Deaton v. Farm Bureau Cas. Ins.
Co., 994 So. 2d 164, 167 (Miss. 2008). Once the moving party demonstrates that no genuine
issues of material fact exist, it is the non-moving party's obligation to prove otherwise. See
Simpson v. Boyd, 880 So. 2d 1047, 1050 (Miss. 2004). In so doing, "the non-movant party may
not rest on the assertions of the Complaint but must introduce admissible evidence that would
create a genuine issue of material fact for ajury." AAA Cooper Transp. Co. v. Parks, 18 So. 3d
909, 913 (Miss. App. 2009). A genuine factual dispute exists "only if the evidence is such that a
reasonable jury could return a verdict for the nonmoving pruiy." Raiola v. Chevron USA , Inc.,
872 So. 2d 79, 83 (Miss. App 2004).
2.
Applicable Law
"Mississippi follows the 'at-will' employment doctrine and has done so for over 100
years." Rosamond v. Pennaco Hosiery, Inc., 942 F. Supp. 279, 285 (N.D . Miss . 1996). This
means that, "[i]n the absence of a contract of employment for a specified term, all employees are
deemed to be at-will." !d. In this case, both the Policies and Procedures Manual the Plaintiff
signed for and the employment agreement he entered into on April 20, 2009 reiterate that
Plaintiff was an at-will employee. See DHA Policies and Procedures Manual, section 2 at 7-8,
Ex. F; see also Plaintiff's Employment Contract, Ex. G.
Accordingly, Plaintiff could be
terminated for "a good reason, a wrong reason, or no reason" at all - just not an impermissible
reason. See Kelly v. Mississippi Valley Gas Co., 397 So.2d 874, 875 (Miss. 1981).
-5PD.4 595826.2
One of the impermissible reasons carved out by the Mississippi Supreme Court is the
very narrow public policy exception set forth in McArn v. Allied-Terminix, 626 So.2d 603, 606
(Miss. 1993). Under McArn, an employee may not be fued for reporting an employer's criminal
acts. !d. To utilize the McArn exception, however, the employee must both have a good faith
belief that the reported conduct is criminal and "come forth with evidence establishing [that the
action complained of] constitute[ s] criminal activity." Wheeler v. BL Development Corp., 415
F.3d 399, 404 (5th Cir. 1999); see also Renick v. Nat'! Audubon Soc., Inc., 2009 WL 377288
(N.D. Miss. 2009) ("A good faith belief that an action was criminal is insufficient to invoke the
McArn exception.") [See attached unpublished opinion]. In the absence of the employee being
able to carry his or her burden of proof, the at-will employment doctrine precludes an action for
wrongful discharge. Wheeler, 415 F.3d at 404; see also Coats v. Penrod Drilling Corp., 785
F.Supp. 614, 625 (S.D. Miss. 1992).
3.
No Admissible Evidence of a Criminal Act
The allegations with respect to DHA's lease of a condominium in Oxford, Mississippi at

the direction of Dr. Fox do not present a cognizable basis for relief. DHA is a private entity that
is partially funded through governmental grants. See Plaintiffs Deposition at 137, Ex. D. The
Health Resources and Services Administration (HRSA) is the U.S. Department of Human
Services' agency that oversees the distribution of federal funds to DHA. See Affidavit of
Richard Washington, Ex. N. Apparently, Plaintiffs theory is that Dr. Fox had DHA lease the
Oxford condominium for her personal use rather than for a business purpose and therefore the
leasing of the condominium constitutes criminal use of federal funds. Because it is undisputed
the condominium was used for DHA business purposes and there is no admissible evidence that
leasing the condominium is criminally actionable, Plaintiffs claim fails.
-6PD.4595826.2
.It cannot be disputed that Dr. Fox acted within her authority as CEO in leasing the
condominium on behalf of DHA. According to DHA's Articles and Bylaws, "[t]he CEO shall
have general supervisory authority to sign, make, and execute . .. leases .... " See Articles and
Bylaws, Article V, 1, Ex. C.
Dr. John Hilpert, President of DHA's Board of Directors,
confirmed that Dr. Fox had the authority to approve the lease of the condominium on behalf of
DHA without Board approval. See John Hilper's Deposition at 33-34, Ex. I. Thus, the only
approval needed was from HRSA, which serves as DHA's funding agent.
To that end, DHA submitted a proposal for the condominium lease to HRSA. See DHA
Condominium Proposal, Ex. 0; see also Karen Fox
Affidavit,~
5, Ex. P . The proposal analyzed
the travel and housing needs for individuals working on DHA projects, particularly in the
Oxford, Mississippi area, because it was to serve as a base of operations for projects in the
southern and western quadrants of the Mississippi Delta. See DHA Condominium Proposal at 5,
Ex. 0.
The proposal analyzed the hotel costs in Oxford versus the cost of leasing a
condominium and concluded that it would be a substantial cost savings to DHA to lease a
condominium capped at $2,000 per month. !d. at 8.
On July 20, 2009, HRSA approved leasing of the condominium in Oxford, Mississippi:
After review of your lodging analysis for Project #5, it is clear that
because the project is expanding into other areas where lodging is
more expensive, that the option for a leased apartment would be a
cost savings for the anticipated duration and needs of the project.
HRSA concurs with this approach. Please send a copy of the lease
once it has been signed.
See HRSA Approval, Ex. Q. A copy of the HRSA approval was e-mailed to several DHA
employees, including the Plaintiff, on July 20, 2009 at 6:53 a,m. !d.
At his deposition, Plaintiff admitted that he thought the leasing of the condominium was
proper if it had been approved by DHA's Board of Directors, HRSA, and Dr. Fox.
- 7PD.4595826.2
See
Plaintiffs Deposition at 145, Ex. D; As discussed above, it is uncontradicted that HRSA and Dr.
Fox approved the leasing of the condominium. Furthermore, DHA's Policies and Procedures,
which
inc~ude
the Articles and Bylaws, state that the Board of Directors delegated to the CEO,
Dr. Fox, the general authority to make and execute leases. See Articles and Bylaws, Article V,
1, Ex. C; see also John Hilper's Deposition at 33-34, Ex. I (explaining that condo lease was
within CEO's authority). Plaintiff should have been aware of this since he received a copy of
DHA's Policies and Procedures. See Plaintiff's Deposition at 26-27, 165, Ex. D. In light of
these facts, Plaintiff neither can establish that he had a good faith belief that the reported conduct
regarding the condominium was criminal, nor present evidence establishing that the leasing of
the condominium in any way constituted criminal activity. And, as a result, he cannot meet
either of the requirements of the McArn exception to Mississippi's at-will doctrine.
Given that the condominium lease received all necessary approvals, Plaintiff is left with
the novel argument that Dr. Fox used the condominium for personal use and that such use
somehow constituted criminal misappropriation of federal funds. This argument, however, is a
non starter because there is no doubt
purposes.
tha~
the condominium was used by DHA for business
In fact, Plaintiff himself testified as follows: "I have met Dr. Fox [at the
condominium] for professional purposes a handful of times . ... " See Plaintiffs Deposition at
137, Ex. D: DHA, moreover, has attached as exhibits the affidavits of individuals who attest th.at
they have used the Oxford, Mississippi condominium on DHA business. See collectively DHA
Affidavits, Ex. R; see also Karen Fox Affidavit at
~4,
Ex. P. In the end, even if evidence of
personal use could be produced, it is undeniable that the condominium was used for DHA's
business purposes as well. Plaintiff can point to no criminal statute that would prohibit such
collateral use, and DHA is thus entitled to partial summary judgment.
-8PD.4595826.2
Even assuming Plaintiff could make a fact question regarding the reason for leasing the
condominium and that such was criminally illegal in spite ofHRSA approval (which he cannot),
DHA still is entitled to partial summary judgment. Plaintiff admits that he alone was the person
who negotiated and signed for the condominium lease, as well as a separate office, on behalf of
DHA. See Plaintiffs Deposition at 23-24, 148, Ex. D. He further admits that he was responsible
for furnishing the condominium.
Id. at 172-73 . When asked about the specifics of the
negotiation, Plaintiff acknowledged that the lease he signed combined the condominium and the
office into one agreement. Id. at 157. He then testified that, although he understood it was an
"uncustomary" way of doing things, he was under "very fast pressure to get it done." Id. at 160,
162. This line of questioning concluded with the following :
Q.
By getting it done, did you read that - get it done even if
it's wrong?
A.
Yeah.
Id. at 162.
In light of Plaintiffs role in securing the condominium lease, even assuming Plaintiff
could make a fact question regarding the reason for leasing the condominium and that such was
criminally illegal in spite of HRSA approval, the doctrine of in pari delecto precludes Plaintiffs
wrongful discharge claim. "[M]ost American jurisdictions ... embrace[] to some extent the
venerable in pari delicto doctrine. Am. Int 'l Group v. Greenberg, 976 A.2d 872, 882 (Del. Ch.
2009). Latin for "in equal fault," in pari delicto is the general rule that comis "will not extend
aid to either of the parties to a criminal act or listen to their complaints against each other but
will leave them where their own act has placed them." 1 Am. Jur. 2D Actions 40. "The
underlying idea is that there is no societal interest in providing an accounting between
wrongdoers." Am. Int'l Group, 976 A.2d at 882.
-9?0.4595826.2
/'""'\ .
Thus, assurnJng for the sake of argument that it was a criminal act on behalf of DHA to
lease the condominium, it is uncontradicted that it was the Plaintiff who negotiated the terms for
the condominium, signed the lease on behalf of DHA and was in charge of furnishing the
condominium for DHA. See Plaintiffs Deposition at 23-24, Ex. D. Consequently, if leasing the
condominium was a criminal act, as Plaintiff claim,s, Plaintiff was an integral part of the criminal
enterprise since he was the one who negotiated the lease for the alleged criminal use of federal
funds. The doctrine of in pari delicto therefore forbids Plaintiff from recovering on this theory
and partial summary judgment is warranted for this alternative reason.
B.
A Protective Order Is Necessary to Prevent Future Discovery Abuse.

The Mississippi Supreme Court has long recognized that a protective order is the avenue
for limiting discovery on grounds of irrelevance, cumulativeness, or inconvenience. E.g. Swan v.
IP., 613 So. 2d 846 (Miss. 1993). Courts have broad discretion when it comes to protective
orders. !d. Put simply, a courts may enter any protective order "which justice requires." Miss.
R. Civ. P. 26(d).
Justice requires a protective order in this case.
With respect to Plaintiffs counsel
questioning regarding Dr. Fox's personal life, such questioning should no longer be permitted.
As discussed above, Plaintiffs counsel has used his allegations about DHA's condominium lease
as a springboard to intrude on Dr. Fox's personal life. Because partial summary judgment is
appropriate on that claim, all further questioning in that regard should be prohibited. Moreover,
Plaintiffs counsel has abused the discovery process by conducting a fishing expedition into three
areas having. absolutely no relevance to the instant suit and by deposing and seeking to depose an
inordinate number of witnesses, some for the sole purpose of addressing subject matter that is
irrelevant to this suit. This Court must intervene.
- 10PD.4595826.2
1.
Irrelevant Matters
Rule 26(d) of the Mississippi Rules of Civil Procedure provides that, upon a showing of
good cause, a Court may enter a protective order "that discovery not be had" or "that certain
matters not be inquired into[.]" Whether there is good cause depends on the nature and character
of the information sought through depositions balanced by the factual issues involved in a
particular case. See 8 Wright & Miller, Federal Practice and Procedure, 2035, at 484-86 (2d
ed. 1994). Good cause exists when the opposing party seeks wholly irrelevant information. !d.
2037, at 499-500 (explaining that a protective order providing that a deposition shall not be taken
is appropriate when it clearly appears that the information sought is wholly irrelevant and could
have no possible bearing on the issues of the case); see also Leighr v. Beverly Enterprises-
Kansas, 164 F.R.D. 550, 551-52 (D. Kan. 1996) (stating that a court "may grant a protective
order prohibiting the taking of a deposition when it believes that the information sought is
wholly irrelevant to the issues or prospective relief').
The three areas in which Plaintiffs counsel has sought discovery that have absolutely no
relevance to the issues in this lawsuit are discussed in turn below.
a.
The Alleged Dispute Between UMMC and DHA
Plaintiffs attorney has questioned several witnesses about an alleged disagreement

between the University of Mississippi Medical Center ("UMMC") and DHA regarding
implementation of an electronic health record network in the Mississippi Delta.
E.g. Ricky
Boggan's Deposition at 17-18, Ex. S; James Keeton's Deposition at 14-19, Ex. H; Sam Dawkins'
Deposition at 13-15, Ex. T; Cindy Boykin's Deposition at 7-8, Ex. U. Plaintiff first raised this
issue in his deposition, the first deposition taken in this case, when asked why he had met with
Dr. Keeton. See Plaintiffs Deposition at Page 35-36, Ex. D. Plaintiff testified as follows when
questioned about the relevance of the alleged dispute to his suit:
- 11 PD.4 595826.2
Q.
. . . You say you believe large sums of money were spent
for the benefit ofUMC by DHA; is that right? . ..
A.
The answer's not that easy. The monies are spent for the
purpose of helping poor people in the Mississippi Delta. That's the
purpose of the monies.
Q.
. . . Did you or did you not make the statement that you
believe large sums of money were spent for the benefit ofUMC?
A.
Yes.
Q.
Tell me specifically what you base that on other than
speculation.
A.
Dr. Karen Fox advised me of those transactions.
Q.
Of that transactions?
A.
Transactions of monies paid to the University of
Mississippi Medical Center for hardware/software that would be
used as part of the project of establishing electronic health record
network with the Mississippi Delta.
Q.
Is there something wrong with that?
A.
It's outstanding.
Q.
Now is there anything illegal that you know of with DHA
providing this money to UMC to - for the purpose of electronic
medical record software and hardware? Anything wrong with
that?
A.
I haven't seen the contract.
A.
It's my understanding UMC had obligations that perhaps
there was a disagreement about whether they were being fulfilled.
Q.
Well, this is about DHA. What did DHA do wrong? Do
you know of anything DHA did wrong in this alleged transaction? .
- 12PD.4595826 .2
A.
I don't - I don't- I'm not sure of anything that DHA did
wrong as it related to that relationship. As it related to those
monies, I didn't spend those monies, didn't disburse it.
Id. at 38-40.
Evidence regarding the alleged dispute between UMMC and DHA is not relevant to the
instant suit and not calculated to lead to the discovery of admissible evidence for two reasons.
First, it is not in Plaintiffs complaint. Plaintiff's Complaint specifically lays out the grounds for
his claim of wrongful discharge and the allegations about which he claims he complained and
which led to his termination. See Complaint, at
~~
5, 7, Ex. K.
There is nothing in the
Complaint about this alleged dispute between UMMC and DHA.

Second, even if the alleged dispute was raised in the Complaint, it still would be
irrelevant. . To report a claim of wrongful discharge, Plaintiff must "come forth with evidence
establishing [that the action complained of] constitute[s] criminal activity." See Wheeler v. BL
Development Corp., 415 F.3d 399, 404 (5th Cir. 1999). As quoted above, not only did Plaintiff
not testify that DHA had engaged in criminal conduct, but he also specifically testified that he
was not aware of anything DHA had done wrong that related to the relationship with UMMC.
See Plaintiff's Deposition at 40, Ex. D. Therefore, the line of questioning is irrelevant to his
wrongful discharge claim and Plaintiff's attorney should be precluded from pursuing it in
discovery.
b.
Alleged Improper Donations by Allscripts
Dr. James E. Keeton, the Vice Chancellor for UMMC, was the first witness deposed by
Plaintiff's counsel. In that deposition, Plaintiff's attorney raised for the first time an allegation
that Dr. Karen Fox had received some type of fmancial advantage from Allscripts which
provided electronic health records software to DHA. See James Keeton's Deposition at 13-14,
Ex. H. Plaintiff's attorney continued to pursue this line of questioning in several subsequent
- 13PD.4595826 .2
depositions. E.g., Sam Dawkins' Deposition at 14-15; Ex: T; Chip Morgan's Deposition at 2930, Ex. M; Ricky Boggan's Deposition at 17-19, Ex. S. This questioning was the first reference
to the Allscripts issue in this suit.
DHA's attorney had been told that Plaintiff had made a statement to the effect that his
wife knew about some unspecified fraud that he was not at liberty to discuss.
See Roy
Campbell's Deposition at 30, Ex. J. The following questioning in Plaintiffs deposition resulted:
Q.
You have made the statement at times that your wife knows
about the fraud or some fraud? Is that right? Have you toldA.
I don't know.
A.
I told Roy [Roy Campbell of the law firm of Bradley Arant
Boult and Cummings] that- you know, that my wife was- told me
about some matters of concern.
Q.
What were they?
A.
I'm not going to - I can't - I can't go there. I told - I
explained that to Mr. Campbell.
Q.
Why can't you go there?
Mr. Waide (Plaintiffs attorney):
He's concerned about some

things that don't have anything to do with the lawsuitA.
Right.
Plaintiffs Deposition at 25, 29, Ex. D.

Plaintiffs attorney then instructed Plaintiff not to divulge what his wife knew, claiming
the husband/wife privilege.
!d. at 31. It was not until a break between depositions that the
Plaintiffs attorney was taking on November 29, 2010, that the Plaintiff's attorney told the
attorney for DHA that the alleged fraud about which Plaintiffs wife knew, had to do with a
claim that Dr. Fox had received some type of financial advantage from Allscripts.
- 14PD.4595826.2
See Ricky
Boggan's Deposition at 17-18, -Ex. S.
Consequently, Plaintiff never reported this alleged
criminal conduct to anyone at DHA prior to his termination, and refused to discuss it in his
deposition. It was not until his attorney raised the Allscripts issue in depositions on November
29, 2010 that DHA had ever heard about the allegation.
The Court should prohibit Plaintiffs attorney from pursuing this line of questioning for
two reasons, either of which make this line of questioning irrelevant to the suit. First, as with the
allegation regarding the dispute between UMMC and DHA, the Allscripts issue does not appear
in Plaintiffs Complaint. Therefore, it cannot serve as a basis for his wrongful discharge suit.
Second, Plaintiff must produce admissible evidence that he reported the Allscripts issue as a
criminal act to his employer and was terminated as a result. McArn v. Allied-Terminix, 626
So.2d 603 , 606 (Miss. 1993). Plaintiff has admitted that he refused to tell anyone what his wife
knew not only prior to his termination but at his own deposition. See Plaintiffs Deposition at
25, 29, Ex. D. Obviously, DHA could not terminate him for something about which they did not
know.
For the reasons discussed above, the alleged issue with Allscripts is not relevant to the
instant suit and not calculated to lead to the discovery of admissible evidence. Consequently,
pursuit of this issue in discovery can only be a fishing expedition or a means to attempt to
embarrass Dr. Fox, and the Court should enter a protective order prohibiting pursuit of this line
of questioning. Alternatively, if Plaintiffs attorney is allowed to pursue this line of questioning,
the Court should allow the Defendant to reopen the Plaintiffs deposition and require the Plaintiff
to answer questions about the Allscripts issue, including the basis for his knowledge.
- 15PD.4595826.2
c.
The Claim That DHA Used Federal Grant Money for Programs That
Were Not Executed Well
In Paragraph 7 of his Complaint, Plaintiff states: "In addition to the above criminal
wrongdoing, Plaintiff was concerned because the 2009 budget provided for hundreds of
thousands of dollars for programs which provided little or no meaningful services." When asked
to explain what this allegation meant, Plaintiff testified:
A.
I was concerned that the 2009 budget - that there were
swings in amounts of monies that were going for programs that
provided no - no benefit. There seemed to be no - seemed to be
arbitrary.
See Plaintiffs Deposition at 223, Ex. D. Plaintiff further testified as follows:
Q.
So the money was - am I understanding that the money
was appropriated for this program, but the program wasn't
executed well? Is that what you are saying?
A.
I think that's a fair assessment for many of the programs.
Q.
All right. Now who's fault is that?
A.
A lot of different - a lot of different factors.
different factors.
A lot of
!d. at 225-226.
Plaintiffs attorney has used this allegation to engage in a general investigation of all of
DHA'.s programs. E.g., John Hilper's Deposition at 25, Ex. I; Jane Calhoun's Deposition at 915, Ex. V; Sam Dawkins' Deposition at 19, Ex. T. Even if Plaintiff is correct that some of
DHA's programs were not executed well, Plaintiff may be able to show incompetence or
negligence but he cannot point to any criminal conduct by DHA. Therefore, the Court should
terminate this abuse of discovery by entering a protective order prohibiting any further pursuit of
this line of questioning.
- 16PD.4595826.2
2.
Cumulative and Unreasonable"Number of Depositions
Thus far, Plaintiff has taken a total of 13 depositions and has indicated his intent to take
13 more. See Deposition Notices, Ex. A; see also Plaintiffs Counsel's Letter, Ex. B. Many of
these depositions are of witnesses who have little or no relevant information regarding the issues
in this suit. See 8 Wright & Miller, 2037, at 499-500 (explaining that a protective order
providing that a deposition shall not be taken is appropriate when it clearly appears that the
information sought is wholly irrelevant and could have no possible bearing on the issues of the
case).
DHA does not dispute that Plaintiff should be allowed to take a reasonable number of
depositions. However, 13 depositions simply are unreasonable, particularly considering the fact
that Plaintiff's attorney has used depositions thus far to pursue irrelevant lines of questioning. It
is well established that a trial court is entitled to prevent or limit depositions that would be
irrelevant or cumulative. See Haley v. Harbin , 933 So. 2d 261, 263 (Miss. 2005) (holding that
the trial court impermissibly allowed discovery that was "grossly excessive in number"); see also
In re Evangeline Refining Co., 890 F.2d 1312, 1320-21 (5th Cir. 1989) (holding that the trial
court' s refusal to issue a deposition subpoena was not an abuse of discretion where the
While there are no specific limits in state court to the number of depositions that can be
taken, Plaintiffs counsel would be limited to five non-party depositions in federal court. See
Uniform Local Rule 26(d)(2). This is significant, since the Mississippi Supreme Court has
chosen to follow the lead of the federal courts in interpreting like procedural rules governing
discovery. See Nichols v. Tubb, 609 So.2d 377, 383 (Miss.l992) ("It is well known that our
Mississippi Rules of Civil Procedure were copied from the Federal Rules of Civil Procedure, and
we construe ours as the Federal courts construe the federal rules.").
- 17PD.4595826.2
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;

Court Identification Docket II

Civil Case Filing Form

Administrative Office of Courts

This area to be completed bv clerk

Ori gin of Suit {Place an " X" in one box only)

Case Number if filed prior to 1/1/94

Foreign Judgment Enrolled

Transfer from Other court

315 Globe Looo. Oxfo rd . MS 38655

Attorney (Name & Add ress)

J im Waide. P .O. Box

1357. Tuoelo . MS 38802

__ Check ( x) if Individual Fi ling Initial P~ea ~' is NOT an atto rn ey

Defendant - Name of Defendant - Entet

d ~ i~ onal Defendants on Separate Form

Last Name l ~<

Attorn"' (N ame & Address) - If Known

__Check ( x ) if child suppo rt is contemplated as an issue in this suit.

Nature of Swt ,i'lace an "X m one box only)

JAMES W A YMON HAHN

DELTA HEALTH ALLIANCE, INC.

IN THE CIRCUIT COURT OF LAFAYETTE COUNTY, MISSISSIPPI

CIVIL ACTION NO. L-10-441

DELTA HEALTH ALLIANCE, INC.

James D. Waide, III, Esquire

Defendant's Responses to Plaintiff's 30(b)(S)

IN THE CIRCUIT COURT OF LAFAYETTJ<: COUNTY, MISSISSIPPI

CIVIL ACTION NO. L-10-441

DELTA HEALTH ALLIANCE, INC.

James D. Waide, III, Esquire

Defendant's Responses to Plaintiff's First Set of Interrogatories,

DATED this the 15 1h day ofNovember, 2010.

IN THE CIRCUIT COURT OF LAFAYETTE COUNTY, MISSISSIPPI

DELTA HEALTH ALLIANCE INC.

DATE & TIME

Questions relative to this subpoena may be addressed to:

CIRCUIT COURT OF LAFAYETTE CO., MS

TN THE CIRCUIT COURT OF LAFAYETTE COUNTY, MISSISSIPPI

JAMES W A YMON HAHN

CIRCUIT COURT OF LAFAYETTE CO. , MS

IN THE CIRCUIT COURT OF LAFAYETTE COUNTY, MISSISSIPPI

CAUSE NO. 110-441

Dr. James Keeton

CIRCUIT COURT OF LAFAYETTE CO., MS

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SWORN TO AND SUBSCRIBED befo" me th;s the

."\ ~~f\Y Pi;," ~;.

IN THE CIRCUIT COURT OF LAFAYETTE COUNTY, MISSISSIPPl

CAUSE NO. LI0-441

DELTA HEALTH ALLIANCE INC.

this subpoena may be addressed to:

CIRCUIT COURT OF LAFAYETTE CO., MS

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SWORN TO AND SUBSCRIBED before me this the . tay

My Commission Expi t~~O

IN THE CIRCUIT COURT OF LAFAYETTE COUNTY, MISSISSIPPI

LfU=A .'EITC CuuNTY

CAUSE NO. Ll0-441

DELTA HEALTH ALLIANCE INC.

this subpoena may be addressed to: