A petitioner, not-for-profit corporation, “owns…a licensed 82-bed residential healthcare facility” (facility) and a 7.59 acre parcel of real property. The petitioner applied “to sell the facility and substantially all of its assets” to a purchaser (purchaser) for $3,457,501. It asserted that this was “not the highest offer, but fair and reasonable, and accepted based on petitioner’s assessment of [purchaser’s] ability to maintain quality care” and the petitioner’s own financial concerns. The attorney general (AG) objected to the sale, since the purchaser refused “to commit to continued operation of the facility for a minimum five-year period after the sale.”

The court held that “the consideration and terms of the sale were fair and reasonable and would promote petitioner’s purposes and interests of its members.” The petitioner had conducted diligence as to all potential purchasers. There was no evidence that the purchaser “planned to flip the property, as was of concern to the AG.” The court explained that given the petitioner’s “financial status, the risk of the facility closing was more imminent if it was not sold” and authorized the transfer to the purchaser.