Brown County Hospital
worried senior citizen

Lewis Center, OH

#21 Oct 14, 2012
Average Joe wrote:
<quoted text>
I did not know that. So she is his official closer then. I wondered why they changed CEO's even before the sale. So she could be his Hench woman so to speak. Well I just know like you and many others things are not right with the hospital. They have let go many and then rehired a few only to terminate them again. They are losing staff at all their external practices and closing Mt Orab family and urgent care.
What you said about Joan Phillps is true. She and Tuft are corporate raiders. My own doctor left and went to a whole different health care system and hospital for that reason. I tried for four months to find a doctor in town to take me and I have private insurance. Nothing but waiting lists a year long!
worried senior citizen

Lewis Center, OH

#22 Oct 14, 2012
pretty soon there will be no doctors between that and what Medicare is doing to us for 2013.
You should know by now

Lewis Center, OH

#23 Oct 17, 2012
sick wrote:
Just disgusts me to see what these people have done to out hospital and to think our local politicians helped it happen. Not even a shred of respect or empathy for the employees, for the people using the hospital, for the community. I hope you all rot in jail for this. You knew what your intentions were when Paul "assumed the debt"...shame on every one of you
Just like this farce of a presidential election, you should know by now it's all about MONEY and not one of them gives a crap. They got theirs, that's all that matters.

Orange, VA

#24 Oct 22, 2012
Herd they going to fire more workers cause they cant pay there bills agan. Herd they not paid there insureance for there workers agan.

Georgetown, OH

#25 Oct 22, 2012
Paul wrote:
Herd they going to fire more workers cause they cant pay there bills agan. Herd they not paid there insureance for there workers agan.
Paul where do you hear this. And are you Paul Tuft?

Orange, VA

#26 Oct 23, 2012
I was n with wife for xray wating inloby. herd 2 ladys talkin tht had name bages . Sad Jone told her. not no who thwy was.

United States

#27 Oct 23, 2012
Not Tuft I am sure

Lewis Center, OH

#28 Oct 23, 2012
noone wrote:
<quoted text>
Paul where do you hear this. And are you Paul Tuft?
One would think Paul Tuft would use the correct word, "their" instead of "there" in both instances here, so I doubt it's him.

Georgetown, OH

#29 Oct 24, 2012
Not Tuft I am sure wrote:
<quoted text>One would think Paul Tuft would use the correct word, "their" instead of "there" in both instances here, so I doubt it's him.
Just kidding!
Average Joe

Dayton, OH

#30 Oct 24, 2012
Bottom line all the innuendo and rumors. What is going on with the hospital? The web site is still down and not much in the way of press recently?

I guess I am lucky my cardiologist is part of Mercy Health and I found a new internist to see me who is a Mercy health partner also. I also like the fact I don't wait hours to see either one now.

But I know there are many out there who are dependent upon the physicians and the hospital for their healthcare needs. Just remember this when you vote on Nov 6th. Remember commissioners sold it and walked away.

Mason, OH

#31 Oct 24, 2012
I am now a senior and grew up in Brown County. What has happened to the hospital is a reflection obviously of the health care system as a whole in this British Crown Colony (Ref: Act of 1871 - read it). Terribly sad that 70% of physicians would not reccomend a physician career to young people today, terribly sad. When I think of all the charity horse shows, all those who gave for our beloved hospital, the candy stripers, just sickening. And when you have the good ole boy club running everything for their own benifit, nothing but corruption.

"The two enemies of the people are criminals and government, so let us tie the second down with the chains of the Constitution so the second will not become the legalized version of the first." ~Thomas Jefferson

"Those who are too smart to engage in politics are punished by being governed by those who are dumber."
- Plato

Since: Feb 11

Location hidden

#32 Oct 25, 2012
Educated-Idiot wrote:
... when you have the good ole boy club running everything for their own benifit, nothing but corruption...
The hospital sale! Which one? The hospital was originally sold to Southwest Healthcare of Brown County Ohio, LLC (Southwest LLC),[a Delaware corporation] by the Commissioners, Board of Trustees, and Jessica Little, under an Asset Purchase Agreement.

Most recently, on September 26, 2012, a re-sale of the hospital from a Southwest Healthcare of Brown County Ohio Trust (Southwest Trust) to a Joan Jgiusto Phillips Living Trust (Joan Phillips Trust) was approved by the Commissioners and Jessica Little, County Prosecuting Attorney.

This sale from Southwest Trust to Joan Phillips Trust was approved by the commissioners and Jessica Little, when not one of them saw any documentation, not even a memorandum of trust recorded in the Recorder's Office (RO), prior to approving the sale. As of today there still is no recording of the title transfer from one trust to the other in the RO. So, nobody knows just who is holding the legal title to the hospital at this time, and not one commissioner
or prosecutor Little knows who sold what to whom in that deal they blindly approved.

Furthermore, if you read the Bill of Sale from Southwest Trust to Joan Phillips Trust, you read that it was transferred "free and clear of all liens, encumbrances, claims, security interests, pledges, obligations or liabilities of any kind," for $150,000.00.

From the documentation available to everyone upon request to the commissioners and what is available in the RO, a lot of questions arise that have not yet been answered.

First, where did the Southwest Trust come from and when was it created?
Second, if the Southwest Trust existed prior to the creation of Southwest LLC, why was that not disclosed prior to the original sale to Southwest LLC?
Third, if Southwest Trust did not exist until after the original sale to Southwest LLC, then where is the paperwork for approval of the sale by the commissioners from Southwest LLC to Southwest Trust?
Four, who is holding the actual title to the hospital property in the Joan Phillips Trust?
Five, it appears from the documentation that the Joan Phillips Trust only received the assets of the hospital and no debts or obligations, per the Bill of Sale. So, who is holding the $9.7M debt and obligations owed to the county upon the original sale to Southwest LLC?

The commissioners told me that their role in the sale of the hospital was "essentially nothing." I asked them and Jessica Little for the research and opinion provided by Vorys, Sater, Seymour & Pease, the century-old law firm in Columbus, OH, that was paid $69,100.87 out of county funds to advise Jessica Little and the commissioners on the sale to Southwest LLC and Mr. Paul Tuft, but was told they were hired only to fill out forms.

I asked Jessica Little for a copy of the research and opinions provided from Vorys and she claimed attorney-client privilege to keep from releasing them to the public. Last night after I brought this up at the candidate meeting, sponsored by The Brown County Press, Jessica Little told the radio audience it was up to the Commissioners whether they wanted to release the information or not, not her. I then sent a written request to Ralph Jennings last night again asking for a copy of what the Vorys law firm submitted to the commissioners, and have not yet heard back from Ralph.

From all available documentation and information, at this time it looks like Southwest LLC has divested itself of all assets and is left holding just the debts and obligations it assumed in the original purchase agreement. That means when the county goes after its mortgage payment, and the lien from Ohio's unemployment compensation filed in the RO has to be paid, Southwest LLC will have no funds to pay those bills, and the county taxpayers will be left holding and owing the debt with no hospital.

Since: Feb 11

Location hidden

#33 Oct 26, 2012
Update 10-26-12: Last night it was called to my attention that the Commissioners' Notes mentioned an indemnity agreement between Joan Phillips Trust and the county. I was not aware of such, and definitely needed a copy of this agreement. So I showed up at their office at about 0900 hrs this morning.

I'm not quite sure I understand the purpose of this agreement at this time, seeing as how the sale to the Joan Phillips Trust took place back on September 26, 2012, except that it appears to be an attempt by Mrs. Little to somehow "buy" some political cover for herself prior to the election, and an action to try and correct an incompetently handled hospital sale.

Joan Phillips signed the agreement in the capacity of trustee. The instrument is drafted to have the Joan Phillips Trust "assume and perform all obligations of "Southwest LLC, "under the terms of the original Asset Purchase Agreement."

Not only does this essentially useless piece of documentation fail to accomplish anything of substance, with regard to securing the $9.7M debt, it may have also inadvertently cured a potential fradulent transfer from Southwest LLC, to Southwest Trust, to Joan Phillips Trust, leaving the county holding even less than it had prior to this most recent incompetent futile effort.

The more Jessica Little does, the deeper the hole becomes. The dirt of her incompetence is piled so high now in the hospital deal, that it is already falling back into the hole of public funds which, by law, she has a specific legal duty to protect, not squander. And that's under Ohio law, whereas the trusts are under Arizona law, and Southwest LLC under Delaware law, where it is next to impossible for creditors to collect against an insolvent Delaware LLC.

Since: Feb 11

Location hidden

#34 Oct 27, 2012
Joan Phillips will be signing the document as “Trustee,” which means she is not on the hook for any liabilities personally as trustee. A trustee is not a beneficiary of the trust they are administering. So, Joan Phillips, Trustee, signing that document means absolutely nothing really.

The main liability the Trust would have under this document is agreeing to indemnify the county the debts, including the $9.7M, but the only asset we have been told that is held by the Joan Phillips Trust is 100 membership units in the form of a hospital that was sold to the Trust for $150K. But there is no recording proving that Joan Phillips, Trustee, is holding title to the hospital in the Recorder's Office, as of one day ago.

So, if future claims are made against the Trust in excess of $150K, assuming that is the total amount of assets held by the Trust, then the Trust would dissolve as there would be no more assets to liquidate to pay claims for indemnification.

From my perspective after meeting with the two commissioners over these last few weeks on this matter, is that they have relied 100% on the input from Jessica Little in this hospital sale matter. They may collectively know how to sell a bale of hay, insurance, and hardware, but something as big a transaction as the county hospital, they would need competent legal counsel, which, in my opinion, has not been available to them from the beginning, except for the $69,100.87 counsel bought from Vorys Law Firm, that we taxpayers should be allowed to see, since we paid for it.

I'm still waiting on receiving that documentation provided to the commissioners on the research and opinions the Vorys Law Firm submitted with respect to this hospital sale.

Since: Feb 11

Location hidden

#35 Oct 27, 2012
Just when you think things could not get any worse, the unthinkable happens. Read the story in this weekend News Democrat, "Hospital sale is discussed," by Carly Tamborski.

If somone was on the hook to secure a debt, why would you release them from that obligation before the debt was paid back in full? It's obvious to anyone with common sense that the more guarantors you have securing a debt, the more likely it will eventually be paid in full.

So what does Jessica Little do? According to the article, Jessica releases Paul Tuft and his Southwest LLC from any and all debts and liabilities assumed under the original Asset Purchase Agreement. And what made Jessica take this action, to release that debtor completely?

Why Jessica apparently thinks that having Joan Phillips, Trustee, for the Joan Phillips Trust, assume all the original obligations in an indemnity agreement Jessica drew up, to have Joan Phillips, Trustee, sign about a month after the sale approved between the Southwest Trust and Joan Phillips Trust by the commissioners and Jessica, will somehow guarantee all the debts and obligations originally assumed by Southwest LLC.

I could be wrong, and hope that I am, but when all the documentation available indicates that Joan Phillips, Trustee, supposedly bought the hospital for $150K on September 26, retroactive to the 20th of September, that's all the assets owned by the Joan Phillips Trust, that anyone knows of at this time.

So, why would an attorney that is legally bound by Ohio law to protect public funds, transfer complete guarantee for all the debts and obligations originally assumed by the purchaser - Mr. Tuft, CEO of Southwest LLC - to a Trust that
only supposedly has $150K of assets to indemnify at least $9.7 Million, and completely release the original debtor? WHY???

How far will $150,000.00 go to indemnify approximately $10,000,000.00? You do the math. There's still $9,850,000.00 to come from WHERE, after the Joan Phillips is drained of all its assets and the Trust no longer exists.

I'm wondering if Jessica Little every did show the commissioners what the Vorys Law Firm provided to her from their research and opinions on this hospital deal with Southwest LLC and Paul Tuft? What do you think?
concerned for employees

Orange, VA

#36 Oct 29, 2012
Here they go again. My major concerns is for the employees. What will happen if they do close their doors. The hospital under Joan Phillips has history of not paying bills: material management; website, 3 months of no insurance; numerous times for dental. of course they never failed to take the employee part out of their checks. I wonder if they are paying workers comp; unemployment. Did they ever pay back the over $18,000 they stole from the hospital foundation. They took payroll deductions from employees for the book sale but kept the money for themselves. Joan even admitted to that in an employee meeting. Charges should have been filed. If they close the doors, will they pay their employees their last check, history say no. Will they pay out benefits, history say no. County better be thinking about this, start putting liens on everything Joan owns before she skips town. Good luck to the dedicated employees still there.

Since: Feb 11

Location hidden

#37 Oct 29, 2012
My understanding is that in the original sale, under the Asset Purchase Agreement, Southwest LLC bought the hospital by assuming the $9.7M debt, liabilities and obligations. So, at that time Southwest LLC was on the hook to pay all creditors and the county had kept its security interests under that sale.

Then appears Southwest Trust out of nowhere, and the commissioners, Board of Trustees, and Jessica Little, approve the sale of the hospital to the Joan Phillips Trust, without ever seeing any documentation on either of the two trusts. I specifically asked the commissioners and Mrs. Rickey if they had seen any documentation on either of the Trusts prior to approving the sale. No.

So, hospital was supposedly sold from one Trust to the other for $150,000.00, not to Joan Phillips personally, but supposedly title was transferred to her as "Trustee" for the Joan Phillips Trust. There still is nothing filed in the Recorder's Office as of one minute ago that indicates who supposedly sold what to the Joan Phillips Trust. All we have to go by is the newspaper reports at this time.

The sale from Southwest Trust to Joan Phillips Trust was "free and clear of all liens, encumbrances, claims, security interests, pledges, obligations or liabilities of any kind," on September 26, back-dated to the 20th. This means the Joan Phillips Trust got the hospital without having assumed any of the debts and obligations that Southwest LLC had originally assumed, appearing like Southwest LLC was now stripped of its assets and only holding liabilities, etc.

Approximately a month after this sale between Trusts, Jessica Little writes up an Indemnification Agreement to have the Joan Phillips Trust assume all the debts and liabilities Southwest LLC had under the original Asset Purchase Agreement. Again, Joan Phillips Trust supposedly bought the hospital "free and clear," a month earlier, so why would that Trust now freely want to assume what it did not have to assume a month earlier?

From the newspaper article in The News Democrat, it appears, not certain of this, that there may have been a quid pro quo between Jessica Little and the Joan Phillips Trust, something to the effect, that if the county released Southwest LLC and Paul Tuft of all debts and obligations under the Asset Purchase Agreement, then the Joan Phillips Trust would assume [on paper] all debts and indemnify everyone for everything [she might as well have indemnified the Universe too] when someone wants to be paid what is owed them in the original debt.

So, everyone is off the hook now for everything, supposedly, but not in reality, because who is going to pay all those creditors that are still owed $9.7M in debts the hospital owed? The way Jessica Little thinks about it, is that the Joan Phillips Trust is going to pay for all that now since she got it to indemnify everyone on a piece of paper.

For all we know, because of the lack of documentation, the Joan Phillips Trust only has assets worth $150K. It could have more, but I doubt it. In fact, now that the commissioners have supposedly surrendered their right of first refusal, that Trust could sell the hospital to someone else today and not have any assets to indemnify anyone for anything, and there wouldn't be anything anyone could do about it.

My opinion is that this matter is going to blow up big time after the election because the media has not done its job to inform the public of what is going on with respect to this sale of the hospital. It seems nobody is responsible for what has been done to date. I feel quite certain that the Vorys Law Firm advised Jessica Little and the commissioners not to go through with the deal. As I write, Jessica Little and the commissioners are still holding secret the research and opinions provided to our representatives under the attorney-client privilege, when we are in fact the clients who paid $69,100.87 for that counsel.

Since: Feb 11

Location hidden

#38 Oct 29, 2012
Meeting on the Vorys Law Firm research and opinion documentation provided to the commissioners and Jessica Little, regarding the sale of the hospital to Southwest LLC and Mr. Paul Tuft. Commissioners and Jessica Little to be present.

Wednesday, October 31, 2012, at 1330 hrs (1:00pm) at the Commissioners' Office in the Administration Building, Georgetown, OH.

Orange, VA

#39 Oct 29, 2012
Isn't there something in the Ohio laws about how long a healthcare facility has to be owned before it can be sold again? I'm almost positive I seen something about homecare requiring 2 years before it can be resold.

Since: Feb 11

Location hidden

#40 Oct 30, 2012
I am not aware of any “law” that says the owner of real property cannot re-sell it within any specific amount of time after purchasing it.

I am interested in the documentation available on the Joan Phillips Trust, which I understand is a trust formed under the laws of Arizona, and whether or not Mrs. Little checked the substance of that Trust prior to any transfers to make sure it was a valid trust here in Ohio, and the documentation that shows the Joan Phillips Trust has the necessary assets available, and that they are non-transferrable out of the Trust, to indemnify all the debts and obligations that were supposedly assumed by that Trust with these most recent documents executed by the Commissioners, the Board of Trustees, and Mrs. Little.

I don’t understand why Southwest LLC and Mr. Tuft were completely released at all. That move does not make any common sense, as it is always better to have more guarantors than just one, particularly when you know nothing about the Trust that is supposedly assuming EVERYTHING, per Mrs. Little’s request. Joan Phillips, as trustee, for the Joan Phillips Trust, might have just as well indemnified the whole Universe, especially since the newspaper said the county relinquished its first right of refusal forevermore on any future sales of the hospital.

Is there going to be language in that final signed indemnity agreement that says the Joan Phillips Trust cannot sell the hospital again until all the debts and obligations it has assumed have been satisfied? If not, that Trust could sell the hospital again today, and no one could do anything about it. That is a pretty big concern, or should have been, prior to passing all debts, obligations and liabilities of any kind over to a Trust, that for all we still know is only SUPPOSEDLY holding title to the hospital in a sale worth $150K. That’s it. I’ve seen no recordings of any memorandum of trust filed in the Recorder’s Office to even be sure of that. I have seen no documentation that Joan Phillips Trust has any assets at all, per any filings or documentation, etc., anywhere, as the commissioners’ office did not have any information on these Trusts prior to the transfer approved between the two Trusts when I asked for it after the sale had already been completed. And, Joan Phillips signing as “trustee” does not make her personally liable for anything. She is on the hook for absolutely nothing, and I’d be willing to bet that the Joan Phillips Trust won’t even have the hospital, or any money given to it, as assets by the time the first claim is presented for indemnification.

If the Joan Phillips Trust does not have the amount of necessary assets available to cover all obligations it has assumed, and if all the assets it does have were not contractually made non-transferrable out of the trust while it still has this indemnification duty, then in actuality there may be no assets at all securing what Mrs. Little thinks she has secured by this so-called indemnification agreement. My fear is that she has not only completely released Southwest LLC and Mr. Tuft, plus has extinguished ALL the county’s security interests, in favor of placing all original liabilities and obligations of Southwest LLC and Mr. Tuft into one “basket,” called the Joan Phillips Trust, without verifying anything about the Trust’s assets, and without locking those assets up contractually to make sure it would be able to secure everything it has legally indemnified.

Why would the Joan Phillips Trust be willing to accept ALL obligations and liabilities under the original Asset Purchase Agreement with Southwest LLC and Mr. Tuft, one month after it supposedly had already bought the hospital “free and clear” of everything? Was this a quid pro quo for releasing Southwest LLC and Mr. Tuft?

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