Papin v. University of Mississippi Medical Center et al

Filing 285

ORDER granting 258 Motion for Judgment NOV. Signed by District Judge Kristi H. Johnson on 5/18/2023. (KJ)

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UNITED STATES DITRICT COURT
SOUTHERN DISTRICT OF MISSISSIPPI
NORTHERN DIVISION
JOSEPH PAPIN
V.

PLAINTIFF
CIVIL ACTION NO. 3:17-CV-763-KHJ-FKB

UNIVERSITY OF MISSISSIPPI
MEDICAL CENTER

DEFENDANT
ORDER

Before the Court is Defendant University of Mississippi Medical Center’s
(“UMMC”) [258] Motion for Judgment Notwithstanding the Verdict, 1 or in the
Alternative, for a New Trial. For the following reasons, the Court grants the motion.
I.

Background
Plaintiff Dr. Joseph Papin sued UMMC for wrongful termination from its

medical-residency program. The below summarizes the events leading to this
lawsuit.
A. Dr. Papin’s Residency
Dr. Papin graduated from the University of Michigan Medical School in 2015.

See Trial Tr. vol. 3 [263] at 25, 156. After applying to surgical-residency programs
across the country, he “matched” at UMMC. Id. at 157–64. Before beginning his

The correct terminology under Rule 50(b) is a “renewed motion for judgment as a
matter of law.” Fed. R. Civ. P. 50(b); see also Hebert v. Titan Int’l, Inc., 778 F. App’x 275,
277 (5th Cir. 2019) (referring to appellants’ judgment notwithstanding the verdict as a
renewed motion for judgment as a matter of law). The Court uses that terminology.
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surgical residency in July 2016, he signed a House Officer Contract. Id. at 173–74;
Joint Trial Ex. 2.
The House Officer Contract outlined the terms of Dr. Papin’s employment. It
provided him with a one-year term of employment, subject to renewal before each
new year of the residency program. Trial Tr. vol. 2 [262] at 145; Joint Trial Ex. 2 at
1. It also stated Dr. Papin could be terminated at any time for “malfeasance,
inefficiency, or contumacious conduct.” Joint Trial Ex. 2 at 2. Dr. Papin, the Vice
Chancellor for Health Affairs, and the Associate Dean for Graduate Medical
Education signed the contract. Id.
But Dr. Papin did not finish his first year of residency. During the first six
months of the program, UMMC physicians and staff documented examples of Dr.
Papin’s performance falling below UMMC’s expectations. For example, the jury
heard testimony from witnesses alleging Dr. Papin’s poor care of a patient suffering
from a decubitus ulcer, [263] at 35–37; his impermissibly leaving shifts, [262] at 31–
33, Def.’s Trial Ex. 25; his subpar rapport with colleagues, [262] at 24–25; and his
failure to improve his performance after receiving negative feedback from superiors,
Trial Tr. vol. 4 [264] at 32–33.
Dr. Meghan Mahoney—a senior resident—formally reported Dr. Papin in
January 2017 for failing to properly treat the decubitus ulcer patient. [263] at 35;
Def.’s Trial Ex. 25. Dr. Truman Earl—the director of Dr. Papin’s residency
program—later scheduled a meeting with Dr. Papin on January 10, 2017. [264] at
42–43; Trial Tr. vol. 5 [265] at 28, 101. He presented Dr. Papin with a “Remediation

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Agreement” at that meeting. Id. at 101–03; Pl.’s Trial Ex. 2. The Agreement gave
Dr. Papin 60 days “to show significant improvement” as a surgical resident or face
termination. [265] at 103; Pl.’s Trial Ex. 2 at 1. Only Dr. Earl and Dr. Papin signed
the Agreement. Pl.’s Trial Ex. 2 at 2.
Dr. Papin never returned to work after his meeting with Dr. Earl, however.
[264] at 47–48. Instead, UMMC terminated his employment on February 22, 2017,
well before the Remediation Agreement’s 60-day period expired. Id. at 52.
B. The Lawsuit
Dr. Papin sued UMMC, among others, on September 20, 2017. Compl. [1].
His Second Amended Complaint brought claims against UMMC and other
defendants for breach-of-contract; violation of Section 213-A of the Mississippi
Constitution; state due-process violations; federal due-process violations under 42
U.S.C. § 1983; and violations of Title VI and Title VII of the Civil Rights Act of
1964. Am. Compl. [50]. The Court dismissed all of Dr. Papin’s claims except the
breach-of-contract claim against UMMC. Summ. J. Order [170] at 54–55. The Court
also entered an Order on September 22, 2021, limiting Dr. Papin’s recoverable
damages to the House Officer Contract’s one-year term. Order [192] at 12–13.
C. Trial
Trial began on October 11, 2022. Trial Tr. vol. 1 [257] at 107. Dr. Papin was
present, along with Dr. Earl, who served as UMMC’s representative. Id. at 11. Dr.
Papin contended UMMC breached both the House Officer Contract and the
Remediation Agreement. Id. at 17.

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Over seven days, the jury heard from 13 witnesses, including Dr. Papin and
Dr. Earl. After Dr. Papin rested his case-in-chief on October 19, UMMC moved for a
directed verdict. 2 Trial Tr. vol. 7 [267] at 72; [265] at 3. It argued:
1) Dr. Papin failed to prove the Remediation Agreement
was a legally enforceable contract;
2) Dr. Papin failed to prove UMMC breached the House
Officer Contract when it terminated Dr. Papin’s
employment;
3) Dr. Papin failed to prove punitive damages were
warranted;
4) Even if punitive damages were warranted, UMMC has
not waived its immunity as to punitive damages; and
5) Dr. Papin failed to prove he suffered a separate,
intentional tort to warrant the imposition of emotional
damages.
[265] at 3–10. The Court denied the motion. Id. at 24.
UMMC also rested its case-in-chief on October 19. [267] at 73. 3 It renewed its
motion for judgment as a matter of law, which the Court denied again. Id. at 53–54.
The Court instructed the jury on the law after considering the parties’ objections to
the Court’s proposed jury instructions. Id. at 74–85. The parties then presented
closing arguments. Id. at 85–157.
After closing arguments, the Court explained the verdict form to the jury. Id.
at 157–60. The verdict form asked the jury these questions:
For trial scheduling purposes, UMMC actually moved for a directed verdict on
October 17—two days before Dr. Papin rested his case-in-chief.
2

UMMC provisionally rested on October 17, reserving the opportunity to call
witnesses after Dr. Papin’s expert witness testified. [265] at 191.
3

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1) Do you find that Dr. Joseph Papin has proven, by a
preponderance of the evidence, that the Defendant
University of Mississippi Medical Center breached the
House Officer Contract?
2) Do you find that the January 10, 2017, remediation
document is a contract?
3) Do you find that Dr. Joseph Papin has proven, by a
preponderance of the evidence, that the Defendant
University of Mississippi Medical Center breached the
January 10, 2017, remediation document?
4) If you answered “YES” to Question #1 or Question #3,
provide the amount of damages that would compensate
Dr. Joseph Papin for harm caused by Defendant
University of Mississippi Medical Center’s breach of
contract.
A. Past lost earnings
B. Past physical pain and suffering, mental suffering,
or emotional distress
C. Future physical pain and suffering, mental
suffering, or emotional distress
[245]. The jury then began deliberations. [267] at 160.
The jury found Dr. Papin failed to show, by a preponderance of the evidence,
that UMMC breached the House Officer Contract. [245]. But it concluded the
Remediation Agreement was a contract and that UMMC breached it. Id. The jury
awarded Dr. Papin $14,651 in lost earnings; $600,000 for past physical pain and
suffering, mental suffering, or emotional distress; and $886,000 for future physical
pain and suffering, mental suffering, or emotional distress. Id. The Court polled the
jury, and each member confirmed that was their verdict. Trial Tr. vol. 8 [268] at 4.
After the jury retired, the Court heard arguments about whether it should
present punitive damages to the jury. Id. at 6. UMMC reasserted its argument that
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it had not waived its immunity from liability for punitive damages, and Dr. Papin
disagreed. Id. at 6–21. The Court was “not completely satisfied” that punitive
damages were allowed in the case. Id. at 17–18. Still, the Court decided it was
better to give a punitive damages instruction to the jury and reconsider the issue on
post-trial motions if necessary. See id. at 17–21. It accordingly instructed the jurors
on punitive damages, allowed the parties to present their arguments, and sent the
jurors to deliberate. Id. at 21–30. The jury returned a punitive damages award of
$5,000,000 for Dr. Papin. [247]. The Court polled the jury, and each member
confirmed that was their award. [268] at 32–33.
UMMC now contends it is entitled to judgment as a matter of law, or in the
alternative, a new trial. [258].
II.

Standard
Judgment as a matter of law is appropriate if “the court finds that a

reasonable jury would not have a legally sufficient evidentiary basis to find for the
party on that issue.” Fed. R. Civ. P. 50(a)(1). “[S]uch a motion is a challenge to the
legal sufficiency of the evidence supporting the jury’s verdict.” Miss. Chem. Corp. v.

Dresser-Rand Co., 287 F.3d 359, 365 (5th Cir. 2002). Consequently, “judgment as a
matter of law should not be granted unless the facts and inferences point so
strongly and overwhelmingly in the movant’s favor that reasonable jurors could not
reach a contrary conclusion.” Flowers v. S. Reg’l Physician Servs. Inc., 247 F.3d 229,
235 (5th Cir. 2001) (quotation omitted). To survive a Rule 50 motion, the nonmoving
party “must at least establish a conflict in substantial evidence on each essential

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element of their claim.” N. Cypress Med. Ctr. Operating Co., Ltd. v. Aetna Life Ins.

Co., 898 F.3d 461, 473 (5th Cir. 2018) (quoting Goodner v. Hyundai Motor Co., 650
F.3d 1034, 1039 (5th Cir. 2011)).
In reviewing the motion, the Court should consider all evidence in the record,
but it should disregard “all evidence favorable to the moving party that the jury is
not required to believe.” Reeves v. Sanderson Plumbing Prods. Inc., 530 U.S. 133,
151 (2002). Additionally, it must draw all reasonable inferences in the nonmoving
party’s favor. Id. It may not make credibility determinations or reweigh the
evidence because those are jury functions. Id. at 150.
III.

Analysis
A. Judgment as a Matter of Law

UMMC argues it is entitled to judgment as a matter of law for three reasons:
(1) the Remediation Agreement was not a valid contract; (2) Dr. Papin offered
insufficient proof to support damages for emotional distress; and (3) punitive
damages cannot be recovered against an arm of the State of Mississippi. Mem.
Supp. Def.’s Mot. J. Notwithstanding Verdict [259] at 6–25.
i.

The Remediation Agreement

UMMC first contends it is entitled to judgment as a matter of law because
the Remediation Agreement was not a valid contract. [259] at 6–14.
“Whether a contract exists involves both questions of fact and questions of
law.” Jackson HMA, LLC v. Morales, 130 So. 3d 493, 497–98 (Miss. 2013) (quoting

Ham Marine, Inc. v. Dresser Indus., Inc., 72 F.3d 454, 458 (5th Cir. 1995)). But

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“where the existence of a contract turns on consideration of conflicting evidence,
that presents a ‘question of fact properly presented to, and determined by, the
jury.’” Id. at 498 (quoting Ham Marine, 72 F.3d at 461). Contrarily, if there is
“insufficient evidence from which a jury could find an express contract between the
parties,” then a court should direct the verdict for the party denying the existence of
a valid contract. See Weible v. Univ. of S. Miss., 89 So. 3d 51, 59–64 (Miss. Ct. App.
2011).
“Under Mississippi law, a plaintiff asserting [a] breach-of-contract claim has
the burden to prove by a preponderance of the evidence (1) that a valid and binding
contract exists; and (2) that the defendant . . . breached it . . . .” White v. Jernigan

Copeland Att’ys, PLLC, 346 So. 3d 887, 896 (Miss. 2022) (citation omitted). For a
valid and binding contract to exist, there must be “(1) two or more contracting
parties, (2) consideration, (3) an agreement that is sufficiently definite, (4) parties
with legal capacity to make a contract, (5) mutual assent, and (6) no legal
prohibition precluding contract formation.” Id.
UMMC argues the Remediation Agreement was not a contract for two
reasons. First, it argues that Dr. Earl lacked the legal capacity to enter a contract
on behalf of UMMC. Id. at 6–10. Second, it argues the Remediation Agreement was
not sufficiently definite and lacked consideration. Id. at 10–14.
As to UMMC’s first argument, Dr. Earl lacked legal capacity to enter a
contract on behalf of UMMC. In Mississippi, a party generally has the legal capacity
to contract on behalf of another if it possesses actual, apparent, or implied

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authority. See Newsome v. People Bancshares, 269 So. 3d 19, 28–32 (Miss. 2018).
This agency principle does not apply, however, to public contracts. See, e.g., Bruner

v. Univ. of S. Miss., 501 So. 2d 1113, 1115 (Miss. 1987) (concluding appellant’s
argument that the university’s head football coach had apparent authority to enter
employment contract with an assistant coach “simply [did] not wash”).
If “a particular manner of contracting is prescribed” for a public contract, “the
manner is the measure of power and must be followed to create a valid contract.” Id.
(emphasis added) (quoting Am. Book Co. v. Vandiver, 178 So. 598, 600 (Miss. 1938)).
In other words, that “particular manner of contracting . . . is the only way” for the
public institution to create a contract. Id. So a person dealing with a public
institution’s agent “must know at his peril the extent of the agent’s authority to
bind his principal.” Id. at 1116 (collecting cases).
UMMC is a public institution, governed by the Mississippi Institutions of
Higher Learning (“IHL”). See Miss. Const. art. 8 § 213A. The Mississippi
Constitution and Mississippi Code define the IHL’s power. See id.; Miss. Code Ann.
§ 37-101-15(c). The IHL “[has] general supervision of the affairs of all the
institutions of higher learning, including the departments and the schools thereof.”
Miss Code Ann. § 37-101-15(b). This includes “general supervision of . . . the
business methods and arrangement of accounts and records; the organization of the
administrative plan of each institution; and all other matters incident to the proper
functioning of the institutions.” Id. It also has the power to “adopt such bylaws and
regulations from time to time as it deems expedient for the proper supervision and

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control of the several institutions of higher learning. . . .” Id. § 37-101-15(c). Those
bylaws prescribe the “manner of contracting” for Mississippi’s Institutions of Higher
Learning, including UMMC. See, e.g., Weible, 89 So. 3d at 60 (“[t]he [IHL] Board
adopted Bylaw 707.1 to govern the approval and execution of contracts.”). But which
statute or bylaws apply to an employment contract between a medical resident—
i.e., Dr. Papin—and UMMC is not entirely clear.
UMMC points to two authorities to argue that Dr. Earl lacked authority to
bind it to a contract. First, UMMC suggests that “all institutional employment
contracts are subject to final approval by the [IHL] board.” [259] at 7 (quoting

Nichols v. Univ. of S. Miss., 669 F. Supp. 2d 684, 700 (S.D. Miss. 2009)). It relies on
the Mississippi Constitution and Miss. Code Ann. § 37-101-15(f), which give the IHL
Board the “power and authority to elect the heads of the various institutions of
higher learning, and to contract with all deans, professors, and other members of
the teaching staff, and all administrative employees of said institutions for a term
not exceeding four (4) years.” See id. at 7.
UMMC’s first argument fails for two reasons. First, those provisions only
apply to UMMC’s “deans, professors, . . . other members of the teaching staff, and . .
. administrative employees.” See Miss. Const. art. 8, § 213A; Miss. Code Ann. § 37101-15(f). As a medical resident, Dr. Papin does not fit into any of those categories.
UMMC conceded as much in an earlier motion. See Defs’ Mem. Supp. Mot. Summ.
J. [141] at 34. Second, UMMC presents no evidence that the Board approved Dr.
Papin’s original House Officer Contract, and no member of the Board signed that

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contract. See Def.’s Trial Ex. 1 at 2. That lack of evidence undermines UMMC’s
position that the Remediation Agreement was not a valid contract absent the IHL
Board’s approval.
Next, UMMC points to IHL Bylaw 707, which governs the contracting
policies for the IHL. [259] at 7–8. That bylaw allows the “Institutional Executive
Officers and the Commissioner . . . to approve and execute on behalf of their
respective institutions all other land, personal property[,] and service contracts.”
Policies and Bylaws, § 707.01(E), Miss. Bd. Trs. State Insts. Higher Learning, (last
amended Feb. 16, 2023) [hereinafter “Policies and Bylaws”], http://www.mississipp
i.edu/board/downloads/policiesandbylaws.pdf. It also permits “[t]he Institutional
Executive Officer of each institution, or a designee as evidenced in writing, . . . to
sign all other official documents for and on behalf of the institution for which he or
she is responsible.” Id. § 707.02 (emphasis added). Bylaw 707 aligns with UMMC’s
Faculty and Staff Handbook, which provides that “the chancellor of the University
of Mississippi and the vice chancellor for health affairs are the only persons
authorized to sign contracts, agreements[,] and other documents for and on behalf of
[UMMC]. However, board policy allows the vice chancellor to delegate signature
authority.” Pl.’s Trial Ex. 16 at 15.
UMMC contends that IHL Bylaw 707 and its Faculty and Staff Handbook
required “the chancellor, vice chancellor, or their written designee” to sign the
Remediation Agreement to make it a valid contract. See [259] at 9–10. It reasons
Bylaw 707 applied to the Remediation Agreement because the Vice Chancellor for

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Health Affairs signed Dr. Papin’s House Officer Contract. See id.; Def.’s Trial Ex. 1.
It also maintains that Dr. Papin introduced no evidence that the Vice Chancellor
designated Dr. Earl to sign contracts on her behalf, and Dr. Earl testified he could
not do so. [265] at 54–55, 105–06.
Although UMMC’s second argument is more persuasive, the Court is not
convinced that IHL Bylaw 707 governs in this situation. That bylaw primarily
concerns “Land, Property, and Service Contracts,” not employment contracts. See
Policies and Bylaws § 707.01. Similarly, the policies UMMC refers to in its own
handbook are in the “General Policies and Regulations” section, which does not
mention employment policies or employment contracts. See Pl.’s Trial Ex. 16 at 13–
24.
Yet both the IHL Bylaws and the UMMC handbook contain entire sections
devoted to employment practices. See Policies and Bylaws §§ 400, 801; Pl.’s Trial
Ex. 16 at 36–61. It is more fitting that the “manner of contracting” for UMMC
would be found in those sections. IHL Bylaw 401 “empowers the Commissioner and
the Institutional Executive Officers of the several institutions to make all
appointments and promotions of faculty and staff,” except in certain circumstances.
Policies and Bylaws, § 401.0102. But “[t]he [IHL] Board requires that each
institution develop, maintain, and follow written employment and/or hiring
procedures for both faculty and staff.” Id. § 801.06. UMMC’s Handbook contains its
written employment and hiring procedures for medical residents, also known as
house officers:

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Recruitment, screening, and hiring of house officers are
responsibilities of the training program director
(department head) or designee and are subject to approval
by the appropriate budget officers and the associate dean
for graduate medical education in the School of Medicine.
Pl.’s Trial Ex. 16 at 39. Bylaw § 401.102’s and § 801.06’s applicability to the
Remediation Agreement is supported by the Associate Dean for Graduate Medical
Education’s signing of Dr. Papin’s House Officer Contract. See Def.’s Trial Ex. 1.
No matter if Bylaw 707 or 801 prescribed the manner of contracting between
medical residents and UMMC, the creation of the Remediation Agreement complied
with neither policy. If Bylaw 707 applied, then the Vice Chancellor for Health
Affairs’s signature was required. And if Bylaw 801 applied, the Associate Dean for
Graduate Medical Education’s signature was required. But only Dr. Earl and Dr.
Papin signed the Remediation Agreement. Dr. Papin presented no evidence that
either the Vice Chancellor or the Associate Dean for Graduate Medical Education
delegated their signatory power to Dr. Earl. Accordingly, Dr. Earl—by himself—
lacked authority to enter a binding contract with Dr. Papin on UMMC’s behalf.
Dr. Papin seemingly concedes that the “chancellor, vice chancellor, or their
written designee” needed to sign the Remediation Agreement for it to become a
valid contract. Pl.’s Mem. Opp’n Def.’s Mot. J. Notwithstanding Verdict [278] at 11.
But, contrary to UMMC, he argues Dr. Earl had authority to enter a valid contract
with Dr. Papin because UMMC authorized him to enter into remediation
agreements—i.e., he was their “written designee.” See id. Specifically, he points to
the Accreditation Council for Graduate Medical Education (“ACGME”) guidelines,

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which “authorizes program directors to enter into remediation agreements with
medical residents.” Id. at 12.
This argument fails because authorization to enter into a remediation
agreement differs from authorization to execute employment contracts. UMMC
correctly notes that, although “Dr. Earl may have been granted authority to write
up remediation plans for his surgical residents, there was no proof that he had
authority to override UMMC’s employment policies . . . or to bind UMMC to a
contract.” [259] at 10. The record supports that argument. First, Dr. Earl testified
that he had no authority to sign employment contracts for UMMC. [265] at 54–55,
105–06. Second, Dr. James Stewart testified that there was nothing in the “ACGME
policies or guidelines that prohibits a member institution or a participant
institution from carrying out its own human resource policies.” [262] at 147. Dr.
Papin points to no authority allowing ACGME guidelines to override Mississippi
law and UMMC’s own employment policies.
Based on the IHL Bylaws, UMMC’s employment policies, and trial testimony,
there was not a legally sufficient evidentiary basis for the jury to conclude that Dr.
Earl had the legal capacity to enter a contract on UMMC’s behalf. Dr. Papin failed
to establish the first breach-of-contract element: the existence of a valid, binding
contract. UMMC is therefore entitled to judgment as a matter of law.
Because Dr. Earl did not have the legal capacity to enter a contract on
UMMC’s behalf, the Court will only briefly address UMMC’s arguments that the
Remediation Agreement was not sufficiently definite and lacked consideration. The

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Court, however, finds the agreement terms were sufficiently definite, but the
agreement lacked new consideration. When a subsequent agreement modifies a
written contract, the “agreement must be supported by new or additional
consideration.” Thompson v. First Am. Nat. Bank, 19 So. 3d 784, 787 (Miss. Ct. App.
2009). A promise to fulfill a legal obligation or a preexisting duty under the original
contract is not valid consideration for the new agreement. E.g., id. Courts, including
the Fifth Circuit, are hesitant to apply this rule. See Johnson v. Seacor Marine

Corp., 404 F.3d 871, 875 (5th Cir. 2005) (“A court should no longer accept this rule
as fully established. It should never use it as the major premise of a decision, at
least without giving careful thought to the circumstance of the particular case, to
the moral desserts of the parties, and to the social feelings and interests that are
involved.”). Still, the Court finds it applies here because the Remediation
Agreement was merely a performance-improvement plan to measure Dr. Papin’s
compliance with the educational requirements he had already agreed to fulfill
under the House Contract.
ii.

Emotional Distress

The Court has found UMMC is entitled to judgment as a matter of law on
whether the Remediation Agreement is a contract. That ruling effectively sets aside
the entire jury verdict, including the emotional distress and punitive damage
awards. But “[i]f the court grants a renewed motion for judgment as a matter of law,
it must also conditionally rule on any motion for a new trial . . . [in case] the
judgment is later vacated or reversed.” Fed. R. Civ. P. 50(c)(1). Though UMMC

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moves for judgment as a matter of law—not a new trial—as to the issues of
emotional damages and punitive damages, the principle underlying Rule 50(c) still
applies. So, the Court will address UMMC’s alternative arguments for judgment as
a matter of law in case the Fifth Circuit vacates or reverses its finding that the
Remediation Agreement is not a contract.
UMMC next contends it is entitled to judgment as a matter of law because
Dr. Papin failed to offer sufficient evidence for a jury to award him emotional
damages. [259] at 14–17. “[The Mississippi Supreme Court] traditionally has held
that emotional distress and mental anguish damages [were] not recoverable in a
breach of contract case in the absence of a finding of a separate independent
intentional tort.” Univ. S. Miss. v. Williams, 891 So. 2d 160, 172 (Miss. 2004). 4 But
that is no longer the case. See id. Now, a plaintiff need only show “(1) that mental
anguish was a foreseeable consequence of the particular breach of contract, and (2)
that he or she actually suffered mental anguish.” Id. at 173.
Two principles help determine when emotional damages are warranted in a
case. First, a plaintiff need not prove a “physical manifestation” of an injury, but
“[s]uch generalizations as ‘it made me feel bad,’ or ‘it upset me’ are not sufficient.”

Id. at 172–73. Second, “the nature of the incident” is important for two reasons: (1)
it is “essential in establishing whether emotional distress is foreseeable,” and (2) the

UMMC cites two recent Mississippi Court of Appeals cases holding that proof of a
separate independent intentional tort is still required. See Rudd v. State Farm Fire Cas.
Co., 295 So. 3d 579, 585 n.5 (Miss. Ct. App. 2020); Woodkrest Custom Homes Inc. v. Cooper,
108 So. 3d 460, 465 (Miss. Ct. App. 2013). But Rudd erroneously relies on a 1992
Mississippi Supreme Court decision that predates Williams, and Woodkrest misstates the
holding in Williams.
4

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more egregious a defendant’s conduct is, the smaller the plaintiff’s burden of
establishing specific proof of emotional distress. Id. at 173; see also Swartzfager v.

Saul, 213 So. 3d 55, 61 (Miss. 2017) (upholding chancellor’s award of $50,000 in
emotional damages in breach-of-contract case where defendant’s conduct was
“clearly and intentionally made in self-serving bad faith”).
UMMC contends emotional damages are not warranted because (1) Dr.
Papin’s emotional distress was not a foreseeable consequence of UMMC’s breach of
the Remediation Agreement and (2) Dr. Papin failed to show he actually suffered
emotional distress. [259] at 16–17. The Court disagrees.
First, a reasonable jury could find that Dr. Papin’s emotional distress was
foreseeable considering the nature of his medical residency. Dr. Papin testified that
attending medical school and becoming a doctor was a “lifelong dream” of his, [263]
at 150; that it cost him “around $200,000” to attend medical school, [264] at 78; and
that it would be very hard for him to get into another residency program after being
terminated by UMMC, [264] at 61, 74–76. It is foreseeable that being terminated
from a program that would likely end Dr. Papin’s dreams of becoming a doctor and
for which he expended considerable money would cause him emotional distress. Dr.
Earl, as the program director for the general-surgery-residency program at UMMC,
should have foreseen the significance of terminating Dr. Papin from his residency
position. Cf. Morris Newspaper Corp. v. Allen, 932 So. 2d 810, 819 (Miss. Ct. App.
2005) (concluding emotional distress was foreseeable “given [the defendants’]
knowledge of [the plaintiff’s] strong desire to work as [a news] anchor”).

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Second, a reasonable jury could find that Dr. Papin actually suffered
emotional distress. Dr. Papin testified that, after his termination, he felt “defeated”
and “isolated” and struggled with talking to his family. [264] at 81–83. He also
began seeing a therapist after leaving UMMC and continues to see that therapist
today. Id. at 83. He added that his termination “touches on every aspect of [his] life”
because the information about his termination is “out there” on the internet. Id. at
83. That kept him from doing things he otherwise would have done in business
school, “to hopefully avoid people Googling [him].” 5 Id. at 83–84. Dr. Papin’s
evidence amounts to more than mere “generalizations.” See Williams, 891 So. 2d at
172. Considering the nature of being terminated from a medical-residency program
and Dr. Papin’s testimony at trial, there was sufficient evidence for a jury to award
Dr. Papin damages for emotional distress. Accordingly, UMMC is not entitled to
judgment as a matter of law as to emotional damages.
iii.

Punitive Damages

Finally, UMMC argues it is entitled to judgment as a matter of law because
the Mississippi Tort Claims Act (“MTCA”) bars punitive damages against UMMC. It
contends Dr. Papin’s claim for punitive damages is the same as a tortious breach-ofcontract claim. [259] at 17–23; [281] at 10 (“[I]f you seek punitive damages for a
breach of contract claim, you’re alleging a tortious breach of contract.”). And
because the MTCA covers “any wrongful or tortious act,” UMMC contends that

After his termination from UMMC, Dr. Papin attended business school at the
University of Michigan. [264] at 69–70.
5

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punitive damages are barred by § 11-46-15(2) (emphasis added). [259] at 17–23.
Alternatively, it argues that, even if punitive damages are allowed against UMMC,
they are not warranted in this case. Id. at 23–26.
The MTCA “governs the liability of state and local governmental entities and
their employees for acts committed by the employees within the course and scope of
employment.” Phillip McIntosh, Encyclopedia of Mississippi Law § 41:15 (Jeffrey
Jackson et al. eds., updated October 2022). UMMC is a state entity covered by the
MTCA. See Miss. Code Ann. § 11-46-1(j). The MTCA first provides that state
entities are “immune from suit at law or in equity on account of any wrongful or

tortious act or omission or breach of implied term or condition of any warranty or
contract . . . .” Id. § 11-46-3(1) (emphasis added). “Notwithstanding the immunity
granted in Section 11-46-3,” the state has waived its immunity “from claims for
money damages arising out of the torts of such governmental entities and the torts
of their employees while acting within the course and scope of their employment.”

Id. § 11-46-5. But even for cases where the state has waived its immunity, the
plaintiff still cannot recover punitive damages. Id. § 11-46-15(2) (“No judgment
against a governmental entity or its employee for any act or omission for which
immunity is waived under this chapter shall include an award for exemplary or
punitive damages . . . .”).
Although “[t]he provisions of [the] MTCA have no application to a pure
breach of contract action,” they do apply to a tortious breach-of-contract claim. City

of Grenada v. Whitten Aviation, Inc., 755 So. 2d 1208, 1213 (Miss. Ct. App. 1999),

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overruled on other grounds by City of Jackson v. Est. of Stewart ex rel. Womack,
908 So. 2d 703 (Miss. 2005); see also Springer v. Ausbern Const. Co., Inc., 231 So. 3d
980, 988 (Miss. 2017) (finding that a “tortious breach of contract claim may be
subject to the presuit notice requirements of the Tort Claims Act”); Womack, 908
So. 2d at 710 (declining an interpretation of the MTCA that would not include
tortious breach of contract claims); Aries Bldg. Sys., LLC v. Pike Cnty. Bd. of

Supervisors, 2017 WL 902905, at *4 (S.D. Miss. Mar. 7, 2017) (“The clear intent of
the [L]egislature in enacting [the MTCA] was to immunize the State and its
political subdivisions from any tortious conduct, including tortious breach of . . .
contract.”); Papagolos v. Lafayette Cnty Sch. Dist., 972 F. Supp. 2d 912, 932 (N.D.
Miss. Sept. 16, 2013) (same). Accordingly, a plaintiff cannot recover punitive
damages against the state for a tortious breach-of-contract claim. See § 11-46-15(2).
But Dr. Papin contends that law is irrelevant. Contrary to UMMC, he argues
his sole claim was for breach of an express contract, not tortious breach of contract. 6
And because the MTCA does not cover express breach of contract claims, he
contends that § 11-46-15(2) does not apply here.
UMMC is correct: a claim for punitive damages for breach-of-contract is
necessarily a claim for tortious breach of contract. The Mississippi Supreme Court
has used nearly identical language in discussing what is required to recover
punitive damages in a breach-of-contract claim and what is required to prove a
At trial, Dr. Papin’s attorney agreed that “[i]f [Dr. Papin] had styled [his claim] as
an intentional tort and styled this as a tort, it wouldn’t have passed the motion to dismiss
stage.” [268] at 15.
6

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tortious breach-of-contract claim. Compare, e.g., Springer v. Ausbern Constr. Co.,

Inc., 231 So. 3d 980, 988 (Miss. 2017) (“In order to constitute tortious breach of
contract alleged by a plaintiff, some intentional wrong, insult, abuse, or negligence
so gross as to constitute an independent tort must exist.”), with Tideway Oil

Programs, Inc. v. Serio, 431 So. 2d 454, 465–66 (Miss. 1983) (“Punitive damages
may be imposed for breach of contract where such breach is attended by intentional
wrong, insult, abuse, or such gross negligence as amounts an independent tort.”). In
both instances, a plaintiff must show conduct that arises to the level of an
independent tort. In other words, the plaintiff must prove a “tortious act,” which the
MTCA covers. See Miss. Code Ann. § 11-46-3(1) (emphasis added).
Dr. Papin argues “[t]he fact that the standard for punitive damages sounds
similar to the tort claim standard does not ‘bootstrap’ such a claimed breach of
contract damage into a tort.” [278] at 29. But the two standards do not just sound
similar; the substance of the claims are the same. And courts should “look to the
substance of the claim, not its label” to determine whether the MTCA applies. See

Jones v. Miss. Insts. of Higher Learning, 264 So. 3d 9, 27 (Miss. Ct. App. 2018).
“[E]fforts to re-label tort suits as something else in order to avoid some part of the
MTCA are ineffective.” Id. (quoting Kelley, LLC v. Corinth Pub. Utils. Comm’n, 200
So. 3d 1107, 1118–19 (Miss. Ct. App. 2016)). Accordingly, Dr. Papin cannot re-label
his tortious breach-of-contract claim as a simple breach-of-contract claim to avoid
§ 11-46-15(2).

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The Court’s holding aligns with the widely recognized policy that plaintiffs
should not be allowed to recover punitive damages against government entities. See
Barry A. Lindahl, Modern Tort Law: Liability and Litigation § 20:25 (last updated
May 2022). The Mississippi Supreme Court explained the reasoning for this policy
in Southwest Mississippi Regional Medical Center v. Lawrence:
Punitive damages are to punish a wrong-doer. In the case
of a community hospital, or any other governmental entity
for that matter, the punished is the taxpayer, as it is their
funds that pay the damages, or the insurance coverage for
such damages. With that in mind, litigants should not be
allowed to obtain punitive damages from the public
treasury which is filled only by taxpayers.
684 So. 2d 1257, 1267 (Miss. 1996). The Mississippi legislature embraced this policy
in the MTCA by disallowing punitive damages for “any act or omission for which
immunity is waived under the MTCA.” Miss. Code Ann. § 11-46-15(2). Accepting Dr.
Papin’s argument would undermine the MTCA and create absurd results. It would
mean that the Mississippi legislature chose to prohibit punitive damages against
the state for tortiously killing people but allowed punitive damages against the
state for breach of contract claims. Cf. Daniel v. Nat’l Park Serv., 891 F.3d 762, 771
(9th Cir. 2018) (holding that appellant could not recover punitive damages against
the United States under the Fair Credit Reporting Act).
Dr. Papin does not cite any Mississippi decisions awarding punitive damages
against the State, and the Court finds no authority to place the burden of punitive
damages on Mississippi taxpayers. For the reasons stated above, the MTCA bars

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punitive damages against UMMC. UMMC is therefore entitled to judgment as a
matter of law as to punitive damages. 7
B. Motion for a New Trial
After granting a renewed motion for judgment as a matter of law, a Court
must also conditionally rule on any motion for a new trial in case its judgment is
later vacated or reversed. Fed. R. Civ. P. 50(c)(1). A court may grant a new trial
“after a jury trial, for any reason for which a new trial has heretofore been granted
in an action at law in federal court.” Fed. R. Civ. P. 59(a)(1)(A). “Courts do not grant
new trials unless it is reasonably clear that prejudicial error has crept into the
record or that substantial justice has not been done, and the burden of showing
harmful error rests on the party seeking the new trial.” Jordan v. Maxfield &

Oberton Holdings, L.L.C., 977 F.3d 412, 417 (5th Cir. 2020) (quoting Sibley v.
Lemaire, 184 F.3d 481, 487 (5th Cir. 1999)).
UMMC argues the Court should grant a new trial for three reasons: (1) it was
prejudiced by the admission of certain evidence; (2) the jury’s award of damages was
excessive; and (3) the Court erred in instructing the jury. Id. 26–33.
i.

Prejudicial Evidence

UMMC first argues that it is entitled to a new trial because the Court
improperly admitted evidence of an audit-trail document and evidence of Dr.
Papin’s educational expenses.

Because the MTCA bars punitive damages against UMMC, the Court does not
consider UMMC’s argument that Dr. Papin’s evidence at trial did not support an award of
punitive damages. See [259] at 23–2.
7

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1. Audit Trail
Dr. Papin introduced an audit trail of medical providers who had reviewed
and accessed certain patient files at UMMC, including the decubitus ulcer patient.
[263] at 168–173. The exhibit showed that Dr. Megan Mahoney accessed that
patient’s chart. Accordingly, he used the exhibit to impeach her testimony that,
because she did not review the patient’s charts and relied on Dr. Papin to relay the
patient’s information to her, she was unaware of the patient’s ulcer. [259] at 26,
[278] at 35. UMMC contends that the Court erred in admitting the exhibit because
(1) Dr. Papin failed to lay a proper foundation and (2) it was irrelevant.
As to foundation, the “proponent [of evidence] must produce evidence
sufficient to support a finding that the item is what the proponent claims it is.” Fed.
R. Evid. 901(a). To do so, a witness with knowledge may testify “that an item is
what it is claimed to be.” Id. 901(b)(1). The Fifth Circuit “does not require conclusive
proof of authenticity before allowing the admission of disputed evidence.” Daneshjou

v. JPMorgan Chase Bank, N.A., 799 F. App’x 296, 298 (5th Cir. 2020) (citing Nester
v. Textron, Inc., 888 F.3d 151, 160 (5th Cir. 2018)).
Dr. Papin testified that, during his residency orientation, the audit trail
system was explained and that he was shown an example of an audit-trail
document. [263] at 167–69. He also testified about the contents of the document in
detail. Id. at 170–72. Based on this testimony, the Court determined that a proper
foundation had been laid, and it does not change its ruling now. See id. at 173.

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As to relevance, “evidence is relevant if: (a) it has any tendency to make a fact
more or less probable than it would be without the evidence; and (b) the fact is of
consequence in determining the action.” Fed. R. Evid. 401. The audit trail is
relevant because UMMC terminated Dr. Papin partly based on Dr. Mahoney’s
allegation that he lied to her about his treatment of the decubitus ulcer patient. See
[263] at 34–36. The audit trail made it less probable that Dr. Mahoney’s testimony
about her interactions with the ulcer patient and Dr. Papin were credible. The jury
could therefore weigh this evidence in determining Dr. Mahoney’s credibility.
And finally, as to prejudice, the probative value of this evidence was not
substantially outweighed by any unfair prejudice. Accordingly, a new trial is not
warranted.
2. Education Expenses
UMMC maintains that Dr. Papin’s educational-expenses evidence was
irrelevant to his emotional distress claim and unduly prejudicial. [259] at 28–29.
As discussed above, “the nature of the incident” is key for whether emotional
distress damages are recoverable. See Williams, 891 So. 2d at 173. It is “essential in
establishing whether emotional distress is foreseeable.” Id. Evidence of the money
Dr. Papin spent on obtaining his medical degree and business degree was relevant
to understanding the nature of Dr. Papin’s termination. It revealed the substantial
investment he made in getting accepted to UMMC’s residency program, and the
investment he had to make to start a new career after being terminated from the

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residency program. This evidence was relevant in determining whether Dr. Papin’s
emotional distress was foreseeable because of UMMC’s actions.
UMMC also argues that the evidence was unduly prejudicial and that the
damages the jury awarded Dr. Papin for past pain and suffering “correlate[d]
directly with [his] testimony about his outstanding student loan debt.” [259] at 29.
Evidence should be excluded if its probative value is substantially outweighed by
unfair prejudice. Fed. R. Evid. 403. “Unfair prejudice . . . is not to be equated with
testimony simply adverse to the opposing party.” Dollar v. Long Mfg., N.C., Inc., 561
F.2d 613, 618 (5th Cir. 1977). But when the evidence has an “undue tendency to
move the tribunal to decide [an issue] on an improper basis,” that evidence should
be excluded. See Savoie v. Otto Candies, Inc., 692 F.2d 363, 371 (5th Cir. 1982)
(quotation omitted). As discussed below, the jury’s award for emotional damages
was excessive. See infra Part III.B.ii.1. Based on the similarity between the jury’s
award for past pain and suffering and Dr. Papin’s testimony about his student loan
debt, it seems that Dr. Papin’s testimony moved the jury to determine its award for
emotional damages on an improper basis. Accordingly, as discussed in more detail
below, UMMC is entitled to remittitur of Dr. Papin’s emotional damages or a new
trial on damages. See id.
ii.

Damages

UMMC next argues that “the Court must reduce the amount of damages if it
does not vacate the verdict entirely.” [259] at 29. It argues (1) the jury’s award of
$14,651 for economic damages was unsupported by the record; (2) the emotional

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damages award was excessive; and (3) the punitive damages award was excessive.

Id. at 29–32. The Court has already ruled that the MTCA bars punitive damages
against UMMC. See supra Part III.A.iii. It examines UMMC’s remaining
arguments in turn.
1. Economic Damages
UMMC contends the jury’s award of $14,651 for economic damages was
unsupported by the record because “the Remediation Agreement did not promise
Papin the remainder of his annual salary.” [259] at 29–30. But assuming the
Remediation Agreement was a contract for this conditional ruling, the jury could
have reasonably found that UMMC intended for Dr. Papin to be paid at the same
rate established in the House Officer Contract. Accordingly, Dr. Papin was entitled
to the amount of his salary left unpaid under the House Officer Contract.
2. Emotional Damages
UMMC next argues the jury’s award for emotional damages was excessive
and should be reduced or submitted to a new jury. [259] at 30–31. “[S]tate law
governs ‘review of the size of jury verdicts’ in diversity cases.” Longoria v. Hunter

Express, Ltd., 932 F.3d 360, 364 (5th Cir. 2019) (quoting Gasperini v. Ctr. for
Humans., Inc., 518 U.S. 415, 430–31 (1996)). 8

This is not a diversity case, but the same principle still applies. Subject-matter
jurisdiction arose from Dr. Papin’s federal claims. See Second Am. Compl. [50] ¶ 1. After
the Court dismissed Dr. Papin’s federal claims, it continued to exercise supplemental
jurisdiction over his state-law claims. See Order [216]. “A federal court exercising
supplemental jurisdiction over state law claims must apply the substantive law of the state
in which it sits.” Doe 1 v. Baylor Univ., 240 F. Supp. 3d 646, 666 (W.D. Tex. 2017) (citing
Sommers Drug Stores Co Emp. Profit Sharing Tr. v. Corrigan, 883 F.2d 345, 353 (5th Cir.
1989)). Accordingly, Mississippi substantive law applies.
8

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To determine whether a jury award is excessive under Mississippi law, a
court must consider whether the award “is entirely disproportionate to the injury
sustained.” Robinson v. Corr, 188 So. 3d 560, 572 (Miss. 2016) (quoting Est. of Jones

v. Phillips ex rel. Phillips, 992 So. 2d 1131, 1150 (Miss. 2008)). Mississippi law
allows a trial court to remit damages if “(1) the jury or trier of the facts was
influenced by bias, prejudice, or passion, or (2) the damages awarded were contrary
to the overwhelming weight of credible evidence.” Miss. Code Ann. § 11-1-55; State

v. Murphy, 202 So. 3d 1243, 1262 (Miss. 2016) (quoting Entergy Miss., Inc. v.
Bolden, 854 So. 2d 1051, 1058 (Miss. 2003)).
The jury’s award of $1,486,000 in emotional damages was disproportionate to
the injuries sustained by Dr. Papin and contrary to the overwhelming weight of
evidence presented at trial. As discussed above, Dr. Papin’s evidence of emotional
damages at trial was limited to his own testimony. See [264] at 74–84. He testified
that he felt “defeated” and “isolated”; that he struggled to talk to his family; that he
started seeing a therapist after his termination; and that his termination from
UMMC “touches on every aspect of [his] life.” See id. Although this evidence was
sufficient for a jury to award Dr. Papin damages for emotional distress, no
Mississippi cases uphold such a high verdict in a breach of contract case based on
similarly limited evidence. See Williams, 891 So. 2d at 172–74 (remanding
$800,000 9 general verdict for a new trial on damages and instructing the trial court

That verdict, rendered in July 2002, would equal about $1.3 million in October
2022. This conversion—and all similar conversions in this Order—were calculated using
the Bureau of Labor Statistic’s CPI Inflation Calculator, available at
9

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to “carefully instruct[]” the jury to distinguish between emotional damages for the
breach of contract and emotional damages for the defendant’s tortious conduct);

Morris Newspaper Corp., 932 So. 2d at 816–20 (affirming award for $227,000 10 in
damages); Stewart v. Gulf Guar. Life Ins. Co., 846 So. 2d 192, 199–200 (Miss. 2002)
(upholding jury award of $500,000 11 for emotional distress); see also [259-1] at 1
(collecting Mississippi emotional distress cases).

Stewart is the only Mississippi case Dr. Papin cites to argue that the jury’s
emotional damages award should stand. [278] at 23–24. There, Stewart purchased
disability insurance from Gulf Guaranty Life Insurance Company (“Gulf Guaranty”)
on a loan he obtained from a bank. Stewart, 846 So. 2d at 195. After he was
diagnosed with spinal arthritis, Stewart filed a claim with Gulf Guaranty, which it
denied. Id. at 195–96. Stewart then sued Gulf Guaranty for breach of contract,
among other things. Id. at 196. At trial, Stewart testified that “because of the
economic strain caused by Gulf Guaranty’s denial of his claim, his family was forced
to file for food stamps, a source of embarrassment for Stewart.” Id. at 199. He also
testified that “he suffered from anxiety, crying spells, and difficulties sleeping and
eating.” Id. Additionally, Stewart’s wife testified about his emotional distress, and

https://data.bls.gov/cgi-bin/cpicalc.pl. See Puga v. RCX Sols., Inc., 922 F.3d 285, 298 n.12
(5th Cir. 2019) (using the Bureau of Labor Statistic’s CPI Inflation Calculator).
10

That verdict, rendered in March 2002, would equal about $378,348.57 in October

11

That verdict, rendered in May 2000, would equal about $868,839.65 in October

2022.
2022.

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that “he had no such problems prior to Gulf Guaranty’s denial of his claim.” Id.
Finally, Stewart’s treating physician testified that “Stewart was severely depressed,
extremely anxious, and suffered from stress-induced obsessive-compulsive
disorder.” Id. at 199–200. Based on the testimony, the jury awarded Stewart
$500,000 in emotional damages, which the Mississippi Supreme Court upheld on
appeal. See id.
But Dr. Papin’s reliance on Stewart is flawed for two reasons. First, the
amount the jury awarded Stewart—$868,839.65 in 2022 dollars—was significantly
less than the amount the jury awarded Dr. Papin—$1,486,000. 12 Second, unlike Dr.
Papin, Stewart presented expert medical testimony to support his emotional
distress claim. See Stewart, 846 So. 2d at 199–200.
The Mississippi Supreme Court recently discussed the relevance of expert
medical testimony for emotional distress claims in Parsons v. Walters, 297 So. 3d
250, 262 (Miss. 2020). There, the plaintiffs sued their lawyer for lying to them about
a settlement offer for a work accident. Id. at 253–255. After a trial on damages, the
jury awarded the plaintiffs $2,850,002 for fraud and emotional distress. Id. at 256.
The defendant moved for judgment notwithstanding the verdict, and the trial court
remitted the verdict to $1,134,666.67, attributing $365,000 of that to emotional
distress. Id. On appeal, the defendant argued the trial court erred in entering
judgment for the plaintiffs because it was not based on sufficient evidence. Id. at

Based on Dr. Papin’s calculation, the $500,000 verdict in Stewart would equal
about $1.1 million dollars in 2022. The Court follows the Fifth Circuit’s example and relies
on the CPI Inflation Calculator’s estimate of $868,839.65. See supra note 11.
12

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257. The Court compared the jury’s award to other emotional-distress awards it had
previously upheld and found that “it [was] abundantly clear that the award here
was not based on sufficient evidence.” Id. at 259–263. It distinguished the plaintiffs’
claims from Stewart because they “presented no medical expert testimony to
corroborate or support [their] claim of depression or for any other emotional distress
they had suffered.” Id. at 262. The Court recognized that “[e]xpert testimony is not
always required” to recover emotional damages, but “because the evidence of
depression [was] based solely on the plaintiff’s own speculation, assertion or selfdiagnosis of depressions, such a large recovery [was] not warranted.” Id.
Similarly, Dr. Papin did not provide expert testimony to support his
emotional damages claim. Rather, his evidence of emotional distress hinged on his
own speculation, assertion, and self-diagnosis. Accordingly, the jury’s verdict for
emotional damages was against the weight of credible evidence, and such a large
recovery was not warranted.
Accordingly, if the Fifth Circuit vacates or overturns the Court’s judgment
setting aside the entire verdict, the Court would remit Dr. Papin’s emotional
damages or order a new trial on the issue. 13 See Eiland v. Westinghouse Elec. Corp.,
58 F.3d 176, 183 (5th Cir. 1995) (“[T]his circuit’s case law provides for remittitur if

Setting remittitur requires the Court to examine relevant caselaw in Mississippi
to find an “analogous, published decision.” See Longoria v. Hunter Express, Ltd., 932 F.3d
360, 365 (5th Cir. 2019). The parties have not had an adequate opportunity to brief the
Court on this issue. Accordingly, if the Fifth Circuit vacates or overturns the Court’s
judgment, the Court will allow both parties to file briefs before setting remittitur.
13

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the award is excessive, and [a] new trial on damages alone if the plaintiff declines
the remitted award.”).
iii.

Jury Instructions

Finally, UMMC argues it is entitled to a new trial because the Court erred in
giving certain jury instructions. [259] at 32–33.
First, it argues that the Court erred in instructing the jury to decide whether
the Remediation Agreement was a contract. [259] at 32. But “[w]hether a contract
exists involves both questions of fact and questions of law.” Jackson HMA, LLC, 130
So. 3d at 497–98. And “where the existence of a contract turns on consideration of
conflicting evidence, that presents a ‘question of fact properly presented to, and
determined by, the jury.” Id. at 498. Accordingly, the Court properly submitted to
the jury the question of whether the Remediation Agreement was a contract. 14
Second, UMMC argues that the Court erred when it instructed the jury to
consider whether punitive damages should be awarded. [259] at 32–33. The Court
agrees. But a new trial is not warranted on that basis because the Court already
vacated the punitive damages award. See supra Part III.A.iii.
Finally, UMMC argues the Court erred when it instructed the jury on
emotional damages “because Papin did not provide substantial proof of compensable
emotional distress.” [259] at 33. Alternatively, it contends that “even if the
instruction was not improper as a whole,” the jury should have been instructed that:

14

At first glance, this conclusion might seem contrary to the Court’s analysis in

supra Part III.A.i. But there, the Court held that no reasonable jury could have found the

Remediation Agreement was a contract. If that holding is later reversed, then the question
of whether the Remediation Agreement is a contract was properly submitted to the jury.

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[E]motional distress damage requires a showing of ‘specific
suffering during a specific time frame,’ that
‘generalizations are not sufficient,’ and that testimony that
‘it made me feel bad’ or ‘it upset me’ cannot support an
award of emotional distress damages, and that such
damages must have been foreseeable to the defendant for
the alleged breach of contract.

Id. Both arguments fail.
As to UMMC’s first argument, the Court has already explained that Dr.
Papin did provide adequate proof of emotional distress to warrant a jury instruction
on the issue. See supra Part III.A.ii.
As to UMMC’s second argument, “[a] trial judge has considerable discretion
in choosing the language of an instruction so long as the substance of the relevant
point is adequately expressed.” Boyle v. United States, 556 U.S. 938, 946 (2009). At
trial, the Court provided these instructions regarding emotional damages to the
jury:
You are instructed that should you find for Dr. Papin in
this case, you may award damages as you deem reasonable
to the plaintiff, you should first consider the nature of the
defendant’s conduct.
If you find from a preponderance of the evidence that the
defendant’s behavior was malicious, intentional, willful,
wanton, grossly careless, indifferent, or reckless, you may
award the plaintiff damages for mental anguish without
proof of a demonstrable harm or injury to the plaintiff.
If, however, you find the defendant was simply negligent in
its behavior, you may only award the plaintiff damages for
mental suffering if the plaintiff proves by a preponderance
of the evidence that he has suffered some sort of
demonstrable harm or injury and that said harm or injury
was reasonably foreseeable to the defendant.

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[267] at 83–84. This language adequately expresses the substance of what is
required to recover damages for emotional distress under Mississippi law—(1) that
mental anguish was a foreseeable consequence of the particular breach of contract,
and (2) that the plaintiff actually suffered mental anguish. See Williams, 891 So. 2d
160. Accordingly, the jury instructions on emotional damages do not warrant a new
trial.
IV.

Conclusion
The Court has considered all the arguments set forth by the parties. Those

not addressed would not have changed the outcome. For the reasons stated above,
the Court GRANTS Defendant UMMC’s [258] Renewed Motion for Judgment as a
Matter of Law and sets aside the jury’s verdict in its entirety.
In the event the judgment as a matter of law is later vacated or reversed on
appeal, the Court:
•

Sets aside the jury’s punitive damages award of
$5,000,000; and

•

Gives Dr. Papin the choice between remittitur of
his emotional damages or a new trial on damages;
but

•

UMMC is not otherwise entitled to a new trial.

SO ORDERED AND ADJUDGED, this the 18th day of May, 2023
s/ Kristi H. Johnson
.
UNITED STATES DISTRICT JUDGE

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