Edenfield v. Gateway Behavioral Health Services

Filing 96

ORDER denying as moot Gateway's 71 Motion to Dismiss; granting Gateway's 79 Motion for Summary Judgment in its entirety-Plaintiff's section 1983 fails because Gateway is an arm of the State and not subject to suit thereunder, and Plaintiff's contract claims sound in tort and thus barred by sovereign immunity. There being no claims remaining in this case, the Clerk is DIRECTED to close the case. Signed by Judge Lisa G. Wood on 11/28/2018. (ca)

Ifn tl^e limteli States! Bisetnct Cottrt
for tfie ^oiUliertt Btotrict of ^leorgto
Pntttoioiclt Btbtotott
CHERYL EDENFIELD, as mother and
legal guardian of QUINCY
EDENFIELD, an incapacitated
adult.

Plaintiff,

No. 2:16-cv-170

V.

GATEWAY BEHAVIORAL HEALTH

SERVICES,

Defendant,
V.

HEALTHCARE STAFFING, INC.,

Third-Party Defendant.
ORDER

Before

the

Court

is

Defendant

Gateway

Behavioral

Health

Service's {^^Gateway") motion for summary judgment,^ dkt. no. 79,
to which Plaintiff Cheryl Edenfield, in her capacity as the mother

and legal guardian of Quincy Edenfield, filed a response, dkt. no.
83.

Also pending before the Court is Gateway's motion to dismiss

for failure to join an indispensable party.

Dkt. No. 71.

The

motions are ripe for review.
^ Gateway's motion is captioned "Defendant Gateway Behavioral Health Services'
Motion for Judgment on the Pleadings." Dkt. No. 79 at 1. But the content of the
document calls the motion a "Motion for Summary Judgment pursuant to Fed. R.
Civ. P. Rule 56." Id. It is treated as a Motion for Summary Judgment pursuant to
Federal Rule of Civil Procedure 56, per the text of the motion.

BACKGROUND

Quincy

Edenfield

suffers

from

intellectual

disabilities,

including severe autism. Dkt. No. 1-3 at 4. In May 2012, with
assistance from his mother, Cheryl Edenfield, Quincy sought the
resources of Gateway in Hinesville, Georgia.

Gateway

is

developmental

a

public

disability,

agency
and

that

Id.

provides

addictive

mental

disease

underprivileged residents of Southeast Georgia.

health,

treatment

to

Dkt. No. 79-1 at

1. It operates under the control of the Department of Behavioral
Health and Developmental Disabilities (DBHDD), a State agency. Id.
at 2.

Quincy began to split his time between the care of Gateway
and the care of his mother.

Cheryl Edenfield.
lived

in

Dkt. No. 1-3 at 4. During the week, Quincy

Gateway's

roommates.

Id.

On the weekends, Quincy stayed with

Liberty

Group

Homes,

along

with

his

three

The home was maintained, in part, with Federal

Government subsidies.

Dkt. No. 4 at 15. Gateway would pick Quincy

up

take

at

8:30

a.m.

and

behavioral services. See

him

Dkt.

to

its

Hinesville

facility

for

No. 1-3 at 4. Gateway would then

return Quincy to his home at 2:30 p.m. Id.
In the course of arranging their care relationship. Gateway

and Quincy entered into a rental agreement and a transportation
agreement. Dkt. No. 4 at 15. Gateway also devised a ^'Behavioral

Support

Plan" which

included

24/7 in-home

supervision,

in-home

line of sight supervision, off-site supervision, and one-on-one

support in the community; the plan also included a guide to ensure
the safety of Quincy and others. Dkt. No. 1-3 at 5.

Gateway

and

Quincy's

relationship

continued

for

nearly

a

year. But sometime around February 2016, Cheryl EJdenfield began
noticing bruises and wounds on Quincy's body. Id. at 6. Then, on

February 27, 2016, Rosetta Scott—an instructor at Gateway—told
another Gateway employee that she had seen Errol Wilkins—a Gateway
instructor—hitting Quincy. Id. at 7. Gateway quickly launched an

investigation into Ms. Scott's allegations. Id. In the course of
that

investigation,

many

employees

reported

having

seen

Mr.

Wilkins hit Quincy. Id. at 7-12.

Cheryl

Edenfield^

(hereinafter ''Plaintiff")

brought

claims

against Gateway sounding in torts, contracts, and civil rights.
Dkt.

No.

1.

The

tort

claims

were

dismissed

based

on

sovereign

immunity, so only two claims remain: the civil rights claim, made
pursuant to 42 U.S.C. § 1983, and the contract claim.

See Dkt.

No. 25.

As to the first claim. Plaintiff argues that Gateway violated

Quincy's

procedural

and

substantive

due

process

rights

by its

failure to protect him from Errol Wilkins's abuse, which Plaintiff
asserts was under the color of state law, with Gateway being a

2

Cheryl

Edenfield

was

appointed

Quincy's

Guardian

and

Conservator

Liberty County Probate Court on March 23, 2015. Dkt. No. 1-3 at 4.

by

the

state agency.

Dkt. No. 103 at 17.

Gateway argues it is not a

^'person" for purposes of a § 1983 action, and, therefore, cannot
be sued thereunder.

Dkt. No. 79 at 1.

As to the second claim-

negligent breach of contract—Plaintiff alleges that Gateway failed
to provide Quincy with a safe environment pursuant to a written
contract

between

Gateway

and

Quincy.

Dkt.

No.

1-3

at

14-15.

Gateway argues that no such contract exists, and, therefore, it
cannot be held contractually liable. Dkt. No. 85 at 6.
LEGAL STANDARD

Summary

judgment is

required

where ""the

movant shows that

there is no genuine dispute as to any material fact and the movant
is entitled to judgment as a matter of law."
56(a).

Fed. R. Civ. P.

A fact is ^'material" if it might ^'affect the outcome of

the suit under the governing law." Great Am. Alliance Ins. Co. v.
Anderson, 847 F.3d 1327, 1331 (11th Cir. 2017) (citing Anderson v.
Liberty

Lobby,

Inc.,

477

U.S.

242,

248

(1986)).

A

dispute

is

^^genuine" if the '^evidence [is] such that a reasonable jury could
return

a

verdict

for

either

party."

Id.

In

making

this

determination, the court is to view all evidence in the light most
favorable

to

the

nonmoving

party

inferences in that party's favor.

and

draw

all

reasonable

Johnson v. Booker T. Washington

Broad. Serv., Inc., 234 F.3d 501, 507 (11th Cir. 2000).

The moving party bears the initial burden of demonstrating
the absence of a genuine issue of material fact. Celotex Corp. v.

Catrett, 477 U.S. 317, 323 (1986).

The movant must demonstrate

that there is an absence of evidence to support the

nohmoving

party's case. Id. at 325.

If the moving party discharges this

burden,

to

the

burden

shifts

the

nonmovant

to

go

beyond

the

pleadings and present affirmative evidence to show that a genuine
issue of fact does exist. Anderson, 477 U.S. at 257.
DISCUSSION

I.

Gateway's Motion to Dismiss

Toward the end of the discovery period in this case. Gateway

filed a motion for leave to file a third-party complaint, in which
it sought to add as a defendant Healthcare Staffing, Inc., who
Gateway alleges was a joint-employer of Errol Wilkins.
61.

Initially,

Plaintiff

opposed

that

motion.

Dkt. No.

Dkt.

No.

67.

Then, Gateway filed a motion to dismiss for failure to join an
indispensable party, i.e. Healthcare Staffing, Inc.

Dkt. No. 71.

Plaintiff subsequently withdrew her objection to Gateway's motion
for leave to file a third-party complaint, dkt. no, 74, and the
Magistrate

Judge

granted

Gateway's

motion,

dkt.

nos.

61,

82.

Accordingly, Gateway's motion to dismiss for failure to join an

indispensable party, dkt. no. 71, is DENIED as moot.
II.

Plaintiff's 42 U.S.C. § 1983 Claim

Plaintiff brought a claim against Gateway
§ 1983,
rights

alleging
through

that
its

Gateway

^'customs,

violated
policies,

under

Quincy's
and

42

U.S.C.

constitutional

officials

acts,"

including '^grossly inadequate" training, control, and supervision
of its employees.

Dkt. No. 1-3 SI 54; see also id. SISI 51-56.

Section 1983 provides, in relevant part;

Every person who, under color of any statute, ordinance,
regulation, custom, or usage, of any State or Territory
or the District of Columbia, subjects, or causes to be
subjected, any citizen of the United States or other
person
within
the
jurisdiction
thereof
to
the
deprivation of any rights, privileges, or immunities
secured by the Constitution and laws, shall be liable to
the party injured in an action at law . . . .

42 U.S.C. § 1983.

Gateway argues that the claim must fail because

Gateway is not a person but rather an ""arm of the state" incapable
of being sued under § 1983. Dkt. No. 79-1 at 9-10; Dkt. No. 86 at

20-21.

Plaintiff, on the other hand, argues that Gateway is not

an arm of the state, and that even if it is. Gateway can still be
held

accountable

under

§ 1983

Eleventh Amendment immunity.

because

it

waived

any

claim

to

Dkt. No. 83 at 22, 23.

A. Sec-bion 1983's Relationship with the Eleventh Amendment

In general, the Eleventh Amendment bars suit against a state
in federal court.

1524

(llth

Cir.

Carr v. City of Florence, Ala., 916 F.2d 1521,

1990).

Eleventh

Amendment

State officials and arms of the State.

immunity

extends

to

See Mt. Healthy City Sch.

Dist. Bd. Of Educ. v. Doyle, 429 U.S. 274, 280 (1977).

While the Court's § 1983 analysis is informed by the Eleventh
Amendment, the § 1983 analysis is a separate analysis.

Will v.

Mich. Dep't of State Police, 491 U.S. 58, 66 {1989} (stating that

^'the scope of the Eleventh Amendment and the scope of § 1983" are

''separate issues").

In Will, the U.S. Supreme Court squarely

decided whether a state was a person under § 1983 in a context
where the Eleventh Amendment did not apply.

Id. at 63-64.

There,

the petitioner filed a § 1983 action in Michigan state court; the
Eleventh toendment does not apply in state court.

Id. at 64.

After a careful analysis of common usage of the word "person,"

ordinary rules of statutory construction, the purpose of enacting
§ 1983, and legislative history, the Court concluded that "a State
is not a person within the meaning of § 1983" and, thus, could not
be

sued

thereunder.

Id.

at

64-65.

The

Court

reasoned:

^'[I]n

deciphering congressional intent as to the scope of § 1983, the

scope of the Eleventh Amendment is a consideration," id. at 66-67,
and "Congress, in passing § 1983, had no intention to disturb the
States' Eleventh Amendment immunity and so to alter the federalstate balance in that respect," id. at 66 (citing Quern v. Jordan,
440 U.S. 332 (1979)).

Through enacting § 1983, "Congress did not

provide . . . a federal forum for civil

rights claims

against

States" nor "create a cause of action against States to be brought
in state courts."

Id.

In other words, § 1983 does not create a

cause of action against states in either state or federal courts.
See id.

under

Because arms of the State are treated the same as States

§ 1983,

see

infra,

arms

subject to suit under § 1983.

of

the

State

are

likewise

not

Accordingly, the threshold question

here is not whether Gateway has Eleventh Amendment immunity but
whether Gateway is subject to suit under § 1983.
B. miether Gabeway is a Person under § 1983 or, rather, an Arm
of the State

To prevail on a § 1983 claim. Plaintiff must demonstrate that
Quincy was deprived of his constitutional rights and that Gateway
was the ^^person" who ^^caused [Quincy] to be subjected" to the

deprivation. Oklahoma City v. Tuttle, 471 U.S. 808, 817 (1985)
(alteration
Court

and

citation

omitted).

The

has made it clear that ""neither a

United
state

States

Supreme

nor its officials

acting in their official capacities are "persons' under § 1983."
Will, 491 U.S. at 71.

§ 1983 purposes.

An arm of the State is not a person for

Id.; see also Tindol v. Ala. Dep't of Rev., 632

F. App'x 1000, 1001 (11th Cir. 2015) (a state and its agencies are
not persons under § 1983).

The Court therefore begins its inquiry

by determining whether Gateway is an arm of the State in Georgia.
""The pertinent inquiry" as to whether an entity is an arm of the

State ""is not into the nature of a corporation's status in the
abstract, but its function or role in a particular context," i.e.
""whether and to what extent [the entity is] contractually acting
as [a] representative[] of the State."
Clinics, Inc.
Cir. 2000).

v.

Beech

Shands Teaching Hosp. &

Street Corp., 208

F.3d

1308, 1311 (11th

We weigh four factors to determine whether Gateway acted as
an arm of the State: "'(1) how state law defines the entity; (2)

what degree of control the State maintains over the entity; (3)
where the entity derives its funds; and (4) who is responsible for

judgments against the entity."
1309 (11th Cir. 2003).

Manders v. Lee, 338 F.3d 1304,

Whether an entity is an arm of the State

is ultimately a question of federal law, see id., but ^^resolution
of these factors depends, in part, on state law," Liqhtfoot v.
Henry County School District, 771 F.3d 764, 768 (11th Cir. 2014).
The burden is on Gateway to demonstrate that the Manders factors

weigh in its favor.

See Miller v. Advantage Behavioral Health

Sys., 677 F. App'x 556, 559 (11th Cir. 2017); Manders, at 1331
(Anderson, J., dissenting) (''[T]he proper question is whether the
sheriff has carried his burden of proving that he is an arm of the
state.").

Here, Plaintiff's § 1983 claim arises from allegedly abusive
treatment

trained,

at

and

the

hands

of

Errol

Wilkins:

supervised

by

Gateway.

The

an

Court

employee

must

hired,

therefore

determine at the outset whether Gateway acted as an arm of the

State

in

making "hiring

and

firing

decisions

in

the

ordinary

course of business" and in conducting training, investigation, and
supervision of its employee. Id. at 559.
In denying Defendant's Motion for Judgment on the Pleadings,
the Court previously determined that Gateway could be considered a

person subject to suit under § 1983.

Dkt. No. 25 at 9.

The Court

allowed this case to proceed to the discovery phase based on the
Eleventh Circuit's pronouncement in Miller v. Advantage Behavioral
Health Sys., 677 F. App'x at 556.

The Miller court determined

that Georgia community service boards are not arms of the State.
Id. at 565-66.

As explained below, discovery in this case has

revealed that Gateway is unlike a typical community service board,

so much so that Gateway falls outside the purview of the Miller
holding.

i. Georgia Law's Definition of Coxmaunity Service Boards
The

first

Manders

inquiry

pertains

to

how

Georgia

law

conceptualizes community service boards (^"CSBs") like Gateway.
The

Eleventh

Circuit

recently

answered

this

question.

In

Miller, after examining the status of similar CSBs, the Eleventh
Circuit determined that Georgia

law

views

CSBs as arms of the

State. 677 F. App'x at 560. As a CSB, Gateway is considered a
public agency under Georgia law. But this is not the end of the
inquiry—designating CSBs as arms of the state only ''tip[s] the
balance toward a finding that Georgia state law views CSBs [like
Gateway] as arms of the State." Id.
ii. State Control Over Gateway

'^The

second

Manders

factor

requires

us

to

determine

the

degree of control the State maintains over the activity from which
the defendant's alleged liability arises." Id. CSBs in Georgia are

10

typically ^'managed at the local level and without significant
state involvement." Id. at 561. Each CSB's operation is controlled

by a local governing board, consisting of members appointed by the
governing authorities of the counties the CSB serves. See O.C.G.A.
§ 37-2-6(b). The governing board is authorized to both appoint an
executive director and to delegate ^^any power, authority, duty, or
function"

turn,

to

^Mt]he

the

executive

executive

director.

director

Id.

. . .

§

directs

operations of the [CSB]," id., including
staff.

Miller,

neither to

677

review

F.

App'x

at

hiring and

561.

firing

37-2-6.1(a)(1).

the

In

day-to-day

hiring and firing of

The

State

is

authorized

decisions nor to train

or

discipline staff. Id.
Gateway contends that the State's control over its operations
is unlike that of a typical CSB.

It shows that, before and during

the time period at issue, its operations had been taken over by
the State.

Dkt. No. 79-1 at 4.

Gateway argues that the State

retains ultimate control over its operations, noting that (1) in
2013,

the

Governor

utilized

statutory

authority

to

disband

Gateway's Board of Directors, relieving them of their duties; (2)

the

Commissioner

of

DBHDD

terminated

Gateway's

CEO;

(3)

the

Commissioner appointed a new manager, who was an employee of DBHDD

and answered to DBHDD; and (4) in 2015, the Commissioner appointed
a new CEO, who

was an employee of DBHDD and answered to DBHDD.

Dkt. No. 79-1 at 4-5. So, ''from 2013 to the present, all day-to

ll

day operations and the administration of Gateway BHS has been
conducted by the State of Georgia through DBHDD employees."

Id.

at 5.

As such. Gateway argues that—unlike the CSB in Miller—

Gateway

does

not ''retain

substantial autonomy over day-to-day

operations and ordinary personnel management," as a result of the
Governor's disbanding of the

Board

and

DBHDD's subsequent and

ongoing supervision. Miller, 677 at 561.

Plaintiff argues that just because the State exercised its
power to define, investigate, and punish misconduct does not mean
that Gateway's day-to-day operations were in fact controlled by

the state. "[E]very entity and individual in the State is subject
to the control of the State's power to define, investigate, and

punish misconduct." Johnson v. Oqeechee Behavioral Health Servs.,
479 F. Supp. 2d 1357, 1365 (S.D. Ga. 2007).

The evidence presented clearly established that Gateway is
markedly different than the CSB in Miller on this factor because
of the State's substantial control over Gateway.

Most notably,

DBHDD, with the concurrence of the Governor, exercised its power
under O.C.G.A. § 37-2-10 to appoint a manager to operate Gateway

and to dissolve Gateway's Board. Dkt. No. 79-2 at 2-3. Gateway has

operated under the supervision of DBHDD ever since. Dkt. No. 79-2
at 3 ("Gateway BHS has continued to operate under the direction of
DBHDD

without

a

board

of

directors from

July

2013 through

the

present."). Gateway also presented evidence of State control over

12

minute, day-to-day operations. Dkt. No. 79-4 iSI 5-11. For example,
the state ^^control[s] employment/hiring by requiring Gateway BHS

to conduct criminal background checks on its employees and submit

the results to DBHDD for approval before an employee/contractor
may be hired."

Id. SI 9. Thus, decisions which are typically made

by

governing

a

local

board

"without

significant

state

involvement," Miller, 677 F. App'x at 561, are actually being made

by employees of DBHDD.
most

favorable

to

Even taking this evidence in the light

Plaintiff,

it

is

apparent

that

the

State

exercised meaningful control over Gateway. As such, this second
Manders factor points toward Gateway being an arm of the State,
ill. Gateway's Funding

The third Manders factor requires examination of Gateway's
funding. "[W]e focus primarily on the quantum of funding the State
provides to the defendant entity," Miller, 677 F. App'x at 563,
but we also consider the autonomy, if any, created by the funding
mechanism, Liqhtfoot, 771 F.Sd at 777.

The Eleventh Circuit has

held that an entity's mere receipt of "significant funding from
the State" is not sufficient for this factor to favor an entity's
status as an arm of the State.

Id. at 776.

Gateway does, in fact, receive significant funding from the
State.

The State of Georgia funds the overwhelming majority of

Gateway's

operations;

here,

Georgia

funded

or

controlled

approximately eighty-eight percent (88%) of Gateway's operational
13

budget. Dkt. No. 79-1 at 13. Approximately fifty-three percent
(53%) of Gateway's operating budget is directly from State funds.
Id. 5 5.
which

Additionally, Gateway's

makes

DBHDD.

Id.

up

another

access to Medicaid funding,

thirty-three

percent

(33%), is

through

DBHDD must both approve Gateway as a provider and

audit Gateway's compliance with Medicaid funding regulations.

Id.

In Fiscal Year 2016, the State of Georgia, through DBHDD, provided
Gateway $15,756,761.00 in funding. Id.
Moreover, the State of Georgia exercises meaningful control

over

Gateway's funding.

Gateway has provided evidence that the

State mandates the source of funding and limits Gateway's spending
decisions.

Gateway's

use

of

such

funds is

contingent

upon

its

compliance with DBHDD policies, which govern "every aspect" of its

operations,

including

hiring,

safety

reporting, and service provision.

compliance,

incident

Dkt. No. 79-1 at 3-4. Gateway

cannot issue bonds without the express approval of DBHDD.
No. 79-4 5 11.

Dkt.

DBHDD is responsible for financial auditing of

Gateway and has access to all of its facilities and records on
demand.

spending.

Id. SI 10. Georgia also exercises control over Gateway's

All

revenue/fees

collected

by

Gateway

must

reinvested in DBHDD-approved services to Gateway's clients.
SI 6.

As such.

be
Id.

Gateway has presented the court with sufficient

evidence indicating that the State exercises meaningful control

14

over the source of Gateway's funding and the use of those funds.
See Miller, 677 F. App'x at 563.

Finally, the structural concerns that have prevented this
Court from previously finding that a CSB is an arm of the State as
it relates to funding do not exist in this case. Within Georgia's
statutory

framework,

a

CSB's

board

generally

has

''unfettered

discretion to design its own funding mix," and "[t]his level of
autonomy

precludes

the

State, from

dictating

[a

CSB's]

funding

portfolio and limits the State's control over [a CSB's] financial
decision-making." Id. at 564. In other cases, the

role of the

Board over "financial decision-making—especially in the arena of

personnel management—weighs against" finding an entity an arm of
the State.

Id.

But here, the State of Georgia disbanded the

Governing Board and DBHDD employees were appointed as Gateway's
CEO

and

manager;

thus,

DBHDD

remains

in

control

of

Gateway's

financial decisions. Dkt. No. 79-1 at 4-5.

Even
Plaintiff,

taking
it

is

this

evidence

apparent

in

that

the

Gateway

light
has

most
met

favorable

its

burden

to
of

demonstrating that the State not only provides significant funding
to Gateway but also exercises control over such funding sufficient
to satisfy the third Manders factor.
iv. Responsibili-by for Judgments Against Gateway
The

fourth

and

final

Manders

factor

pertains

to

responsibility for a judgment against the entity in question. The

15

Eleventh

Circuit

important,

has

"though

indicated

not

that

alone

this

factor

is

determinative,"

especially

because

it

"implicates the Eleventh Amendment's core concern that the State
will be in fact obligated to bear and pay adverse judgments."
Keene v. Prine, 477 F. App'x 575, 579 (11th Cir. 2012) (internal

quotation

marks

and

citations

omitted).

As

such,

the

fourth

Manders factor is given "great weight." Id.

Georgia
obligations

law
of

a

states

that

community

"the

service

liabilities,
board

shall

debts,

not

and

constitute

liabilities, debts, or obligations of the state or any county or
municipal

corporation

and

neither

the

state

nor

any

county

or

municipal corporation shall be liable for any liability, debt, or
obligation of a community service board." O.C.G.A. § 37-2-6(a).

This

statutory

limitation

of

state

liability

for

against Gateway weighs against finding it to be

any

an

judgment

arm of the

State. See Miller, 677 F. App'x at 564.
However, the Eleventh Circuit has stated that certain special
conditions

may

arise

through

which

the

state

treasury

is

indirectly implicated in the defendant entity's liabilities. These
circumstances include where an office is subject to direct state
control and is financially dependent on the state. See Manders,
338 F.3d at 1327-28. The Eleventh Circuit has also stated that if

the State of Georgia were obligated or incentivized to prop-up a

CSB in the event of its financial distress or insolvency, such an

16

incentive would cut in favor of finding it an arm of the state.
Miller^. 677 F. App'x at 565.

Here,

Plaintiff

simply

argues

that

^'[b]y

statute

and

contract, [Gateway] is wholly liable for any adverse judgment and
State coffers are not touched."
§

37-2-6

('MT]he

Dkt. No. 83 at 24 {citing O.C.G.A

liabilities,

debts,

and

obligations

of

a

community service board shall not constitute liabilities, debts,
or obligations of the state . . . and neither the state nor any

county or municipal corporation shall be liable for any liability,
debt, or obligation of a community service board.")); id. (citing
Regional Contract between Gateway and DBHDD, dkt. no. 79-5 ^ 143,
which requires Gateway to obtain and maintain workers compensation
insurance, commercial general liability insurance, business auto
policy insurance, and commercial umbrella insurance).

Gateway argues that any judgment in this case would result in
(1) an actual drain on the state treasury, via a payment of the
State's

self-insurance

Administrative

Services,

funds
or

managed
(2)

an

by

the

indirect

Department
drain

on

of

state

treasury funds as the judgment would be paid by Gateway's statefunded operating budget. Dkt. No. 79-1 at 14. The evidence shows
that payment would reduce Gateway's budget, the great majority of
which is comprised of State funds. See Dkt. No. 79-2 5 24 (stating

that a

judgment would be paid by Gateway BHS from Gateway BHS's

operating budget"); 79-4 f 13 (same). Second, the State would have

17

the incentive or obligation to step in to assist Gateway to ensure

the

continuation

of

the

provision

of

social

services;

^^the

practical reality is that [Gateway] must recoup that money from
somewhere." See

adverse

judgment

Manders,

338

occurs,

F.3d

both

at

1327

county

(^^If

and

a

significant

state

funds

are

implicated because [defendant] would need to seek a greater total
budget from the county for his office and a greater daily rate
from the State[.]"). Here, a judgment rendered against Gateway
would limit the State's ability to provide needed mental health

and disability services. See Dkt. No. 79-2 at 19-20. Gateway would
need to seek additional funds for its operating

budget at the

election of the state, and those funds would ultimately come from
Georgia taxpayers. Id.

In the context of this particular case, this factor is close,
for

both

ultimate

sides

have

presented

responsibility

for

plausible

judgment.

arguments

regarding

Nevertheless,

even

if

Plaintiff were to prevail on this factor, it would not shift the
overall

calculus

of

the

Manders

factors

in

Plaintiff's

favor.

Considering all of the evidence, the Court finds that Gateway has
satisfied

its

burden

of

demonstrating

all

four

of the

Manders

factors. As such, the agency is an arm of the State.
C. Whether Gateway Contracted Away Its Status as an Ann of the
State

18

Separate and apart from the Manders factors, Plaintiff argues
that Gateway is not an arm of the State because it contractually

agreed

that its

relationship

with

the

State

independent contractor.

Dkt. No. 83 at 22.

the , Regional

entered

Contract

Georgia/DBHDD and Gateway,

into

was that of an

Plaintiff points to

between

which states;.

the

State

of

''Nothing contained in

this contract shall be construed to constitute [Gateway] or any of

its employees, agents, or subcontractors as a partner, employee,
or agent of [DBHDD], nor shall either party to this contract have
any authority to bind the other in any respect, it being intended
that each shall remain an independent contractor."

Dkt. No. 79-5

at 4.

Plaintiff argues that, because DBHDD and Gateway entered into
a contract which defined Gateway as a contractor for services, it,
as a matter of law, cannot be an arm of the State (and, thus, it
can be sued under § 1983).

However, simply because Gateway and

DBHDD entered into a contract which labels Gateway an independent
contractor does not mean that, under the law. Gateway is indeed an

independent contractor.
an

arm

of

the

State

As discussed above, whether an entity is

is

ultimately

a

question

of

federal law.

Manders, 338 F.3d at 1309.

Moreover, countless employers have entered into independent
contractor agreements with individuals only for a court to later
determine that, under the law, the individuals are not independent

19

contractors but employees. See, e.g.^ Orton v. Masquerade, Inc.,
716 S.E.2d 764, 766 (Ga. Ct. App. 2011) (stating the test to

determine

an

independent

contractor

includes

^'whether

the

employer, under the contract . . . has the right to direct the
time, the manner, the methods, and the means of the execution of
the work, as contra-distinguished from the right to insist upon

the contractor producing results according to the contract" or
'Mp]ut another way, the test is essentially whether the contractor
has a bona fide existence apart from the employer or functions
instead as the employer's alter ego").

Similarly, entities such as DBHDD often use form independent

contractor agreements in their dealings with other entities to
attempt to shield themselves from liability that might otherwise
attach should the relationship of the parties be deemed one of,

for example, employer and agent.

Again, though, when determining

the nature of the relationship between Gateway and DBHDD, it is
not

the

contract

which

controls,

relationship between the two.

but

the

reality

of

the

And, here, the Court has determined

that, under the Manders factors. Gateway is an arm of the State of

Georgia.

Shands Teaching Hosp. & Clinics, Inc., 203 F.Sd at 1311

(stating that the inquiry regarding an entity's status as an arm

of the State ^'is not into the nature of a corporation's status in
the abstract, but its function or role in a particular context,"

20

i.e. ''whether and to what extent [the entity is] contractually

acting as [a] representative[] of the State").

Accordingly, Gateway is an arm of the State and, in turn, not

subject to suit under 42 U.S.C. § 1983.

Thus, the Court need not

determine whether Gateway waived its Eleventh Amendment immunity

because Gateway need not rely on the Eleventh Amendment to shield
itself from this claim.^

Plaintiff's § 1983 claim is DISMISSED.

Ill. Plaintiff s Contract Claims

Plaintiff alleges that there was a contract between Quincy
and

Gateway

in

which

Gateway

agreed

to

provide

Quincy

with

behavioral services.'^ Dkt. No. 1-3 SI 8. But Gateway asserts that
the

various

administrative

and

treatment

records

cited

by

Plaintiff do not constitute a contract because they (1) do not

contain all the necessary terms of a contract, and (2) are not

signed contemporaneous writings. Dkt. No. 79-1 at 24. Moreover,
Gateway alleges. Plaintiff's contract claims are barred by State
sovereign immunity. Id. at 22.

3 Because Gateway is not subject to suit under § 1983, the Court need not
address Plaintiff's argument that Gateway waived its immunity by removing the
case to this Court, dkt. no. 83 at 22, 23, or waived its immunity to the extent

of its general liability insurance policy coverage, id. at 18-19.
^ These documents include: Gateway's Regional Contract with DBHDD, Gateway's
mission
statement.
Gateway's
notice
of '"Consumer
Rights," Plaintiff's
Behavioral Support Plan, Plaintiff's treatment "Safety plan," Plaintiff's
"Standard Room and Board" contract, "Commuting Transportation Agreement,"
"Consumer Responsibilities" statement. Plaintiff's "Mental Retardation Waiver
Program

-

Freedom

of

Choice

-

(Statement

of

Informed

Consent)," "Gateway

Behavioral Health Services Policy Statement Number 9.2" relating to "Consumer
Complaints and Rights of Appeals Process," Plaintiff's Consumer Consent to
Treatment Form, Gateway's Consumer Handbook, and "Gateway Behavioral
Services DD Orientation Checklist." See Dkt. Nos. 1-3, 79-3, 79-5, 83.

21

Health

^^Sovereign immunity is the privilege of the sovereign not to
be sued

without its consent." Va. Off, for

Stewart,

563

U.S.

247,

253

(2011).

Prot.

Georgia

&

Advocacy v.

waives

sovereign

immunity only for breaches of written contracts. See Ga. Const,
art. I, § 2, SI IX (''The state's defense of sovereign immunity is

hereby waived as to any action ex contractu for the breach of any
written contract now existing or hereafter entered into by the

state or its departments and agencies."). Plaintiff has the burden

of establishing a written contract between the parties. Sherin v.
Dep't

of

("[T]he

Human

Res.,

494

S.E.2d

518, 522 (Ga.

party seeking to benefit from the

Ct.

App.

1997)

waiver of sovereign

immunity bears the burden of proof.").

The

main

document

relied

upon

by

Plaintiff for

assigning

contractual liability to Gateway is the Regional Contract between

Gateway and DBHDD.
Quincy is

a

Dkt. No. 79-5 at 4.

third-party beneficiary to

Plaintiff argues that
the

contract,

wherein,

according to Plaintiff, Gateway promised to "follow all policies
of DBHDD," "keep Quincy free from abuse," "report each occurrence

[of abuse] immediately," and hire no "felons or people with the
background of Errol Wilkins." Dkt. NO. 83 at 10-11, 13.
Gateway breached its promises.

Plaintiff argues.

its sovereign immunity and can

be

Quincy as a third-party beneficiary.

22

Because

Gateway waived

held contractually liable to

In Alverson v. Employees^

Retirement System of Georgia, the

Georgia Court of Appeals describes two cases which this Court
finds analogous to this case.

The first is Burton v. DeKalb

County, 434 S.E.2d 82 (Ga. Ct. App. 1993).

was a

state employee

who slipped

There, the plaintiff

and fell in

water that had

accumulated in a building owned and maintained by DeKalb County
under contract with the State.

injuries sustained.

The plaintiff sued the county for

She sought to avoid the bar of sovereign

immunity by arguing that she was suing the county for breach of
its maintenance contract with the State.

The Georgia Court of

Appeals rejected the argument that plaintiff had standing to sue
as a third-party beneficiary of the contract, holding that the
action sounded in tort and was barred by sovereign immunity.
In the second case, Merk v. DeKalb County, 486 S.E.2d 66 (Ga.

Ct. App. 1997), the plaintiff was a DeKalb County homeowner whose
house was flooded by sewage.

She also sued the county on a breach

of contract theory, claiming that she and the county were parties
to a written contract for water and sewer services established by

county code.

Concluding that the county code did not contain all

the necessary terms of a contract, the Georgia Court of Appeals

held that plaintiff's action, though couched in contract, actually
sounded

in

tort

and,

like

Burton,

immunity.

23

was

barred

by

sovereign

Here,

Plaintiff's

contract

claim,

like

those

of

the

plaintiffs in Burton and Merk, undeniably sounds in tort.

The

Complaint actually labels the claim as one for ^^negligent breach
of a contract."

describe
failure

Dkt. No. 1-3 at 14.

Gateway's
to

maintain

alleged
a

The Complaint goes on to

negligent

safe

and

(tort)

secure

actions,

environment,

hiring, negligent supervision, and battery.

i.e.

a

negligent

Id. SI 44.

As such,

the Court concludes that they share the fate of the tort claims
previously dismissed by the Court, dkt. no. 25, and are barred by
sovereign

immunity.

Accordingly,

the

Court

GRANTS

Gateway's

summary judgment motion as to the contract claims.^
CONCLUSION

Defendant Gateway's motion for summary judgment, dkt. no. 79,
is

GRANTED

in

its

entirety—Plaintiff's

§

1983

fails

because

Gateway is an arm of the State and not subject to suit thereunder,
and Plaintiff's contract claims sound in tort and are thus barred

by

sovereign

immunity.

Gateway's

motion

to

indispensable party, dkt. no. 71, is DENIED as moot.

dismiss

an

There being

no claims remaining in this case, the Clerk of Court is DIRECTED
to close the case.

5 The same analysis applies to the other ^'contracts" referenced by Plaintiff—
her claims are couched in contract but sound in tort. Moreover, of the various
documents referenced by Plaintiff, see dkt. no. 79-3, the only document that
contains the four

essential elements" of a

Board" contract, id. at 13-14.

contract

is the "Standard

Room and

However, the contract was for housing services,

and Plaintiff has not alleged that Gateway breached any obligations it had
under the contract to provide Quincy with housing. See Dkt. No. 1-3.

24

so ORDERED, this 28th day of November, 2018.

HON. <5n:SA GODBEYtWOOD, JUDGE
UNITED STATES DISTRICT COURT
SOUTHERN DISTRICT OF GEORGIA

A0 72A

(Rev. 8/82)

25