Judge Paul Crotty
Under a 2007 commitment letter, GS Capital Partners V Fund (GSCP) agreed to secure financing for plaintiff authority’s sale of the Rockdale Medical Center (RMC) to Signature Hospital Holding for $87.7 million. GSCP allegedly breached the commitment letter, before closing, on Dec. 18, when it informed the authority that it would contribute no more than $35 million. The authority was forced to sell the RMC to another entity for a lower price. Its 2009 action charged breaches of contract by anticipatory repudiation and of the duty of good faith and fair dealing. Despite dismissing the hospital authority’s good faith duty breach claimas duplicativethe court denied GSCP summary judgment on the hospital authority’s anticipatory repudiation claim. The hospital authority’s evidence supported a theory of repudiation. Further a factual issue existed as to whether GSCP conditioned its $35 million commitment by demanding that the hospital authority itself provide a $25 million seller’s note to fund the $87 million transaction. Whether Signature would have closed on the hospital’s purchase but-for the alleged breach was also an issue of material fact.
