Full Opinion

Rel: November 13, 2026 Notice: This opinion is subject to formal revision before publication in the advance sheets of Southern Reporter. Readers are requested to notify the Reporter of Decisions, Alabama Appellate Courts, 300 Dexter Avenue, Montgomery, Alabama 36104-3741 ((334) 229-0650), of any typographical or other errors, in order that corrections may be made before the opinion is printed in Southern Reporter. SUPREME COURT OF ALABAMA OCTOBER TERM, 2026-2027 _________________________ SC-2026-0115 _________________________ Carol Brown Marsh, as the personal representative of the Estate of her deceased husband, Preston H. Marsh v. U.S.A. Healthcare Management, LLC Appeal from Mobile Circuit Court (CV-25-900452) MENDHEIM, Justice. SC-2026-0115 Carol Brown Marsh, as the personal representative of the estate of her deceased husband, Preston H. Marsh, appeals from a summary judgment entered by the Mobile Circuit Court in favor of U.S.A. Healthcare Management, LLC ("HCM"), in Carol's action alleging medical negligence that resulted in Preston's death. We reverse and remand. I. Facts Carol alleges that Preston arrived at the emergency department of the University of South Alabama Hospital at 9:51 p.m. on March 17, 2023, complaining of dizziness and extreme shortness of breath. Preston was seen by hospital staff who learned that he had been experiencing shortness of breath throughout the day, had registered low blood pressure, and had suffered chest pains during the day. After Preston received preliminary care, Preston and Carol were told to return to the lobby. Carol asserts that Preston was a patient in the emergency department until approximately 4:00 a.m. on March 18, 2023, during which time several tests and scans were performed -- including multiple EKGs, X-rays, and "stat" tests -- all of which allegedly indicated that Preston was experiencing heart trauma. According to Carol, Preston 2 SC-2026-0115 received care during those hours from Dr. Marco P. Teeter, Dr. Carmen J. Martinez, and Dr. Caroline Marie Molins, but, she said, on multiple occasions the doctors had Preston return to the emergency-department lobby after ordering him to take aspirin rather than admitting him to the hospital in order to receive acute care for his condition. At approximately 3:00 a.m., Drs. Teeter, Martinez, and Molins consulted two cardiologists, Dr. Mustafeez Ur Rahman and Dr. Ghulam M. Awan, about Preston's "stat" test results. The Marshes allegedly were told that no cardiologist was available at that time, and so Preston was admitted to the hospital with plans to be seen by a cardiologist later in the morning. According to Carol, after a third EKG at 4:09 a.m. indicated "abnormal R-wave progression," Preston was told to go to his hospital room, but, she said, "[a]s soon as [Preston] got to his room, ... he was dizzy. He then became limp and began to pass out. [Preston] then exhibited two episodes of generalized shaking occurring two to three minutes apart and urinated on himself .... Afterwards, he was not communicating the way he had before." The neurology department was then consulted concerning what was presumed to be a seizure. At 4:37 a.m., Preston "was noted to be in pulseless electrical activity ... cardiac arrest and a Code was called. Thereafter, from 4:37 [a.m.] to 5:19 [a.m., Preston] received continuous 3 SC-2026-0115 advanced cardiac life support under the care of numerous providers ...." At approximately 5:20 a.m., Preston died. He was 55 years old. On February 21, 2025, Carol, in her capacity as the personal representative of Preston's estate, commenced an action against Drs. Teeter, Martinez, Molins, Rahman, and Awan, asserting claims of medical negligence in their care and treatment of Preston, and against HCM for vicarious liability for the torts allegedly committed by the doctors based on the doctrine of respondeat superior. In response to Carol's complaint, HCM filed a motion to dismiss or, alternatively, for a summary judgment on the ground that HCM is a limited-liability company created by the University of South Alabama ("USA") and that, as such, HCM was entitled to State immunity under Article I, § 14, of the Alabama Constitution of 2022. In support of its motion, HCM attached an affidavit from the chief financial officer ("CFO") of USA, Kristen Roberts, who testified that "USA is the sole member and manager of [HCM]"; that HCM "was created by USA for the exclusive purpose of serving as part of [USA's] administrative structure that would support the management and operation of the hospitals, clinics, and other healthcare facilities ... comprising the USA healthcare 4 SC-2026-0115 system"; that "USA retains ownership of and is entitled to all proceeds from the operation of ... [HCM]"; that HCM "is considered by USA to be an 'integral part' of USA, operates as a subdivision of USA, and for all practical purposes is treated as a disregarded entity for federal and state tax purposes"; that "USA's financial statements report [HCM] as a blended component unit to comply with the reporting requirements of the Government Accounting Standards Board"; that HCM's "cash flow is attributable to [USA and] it does not file separate tax returns"; and that HCM "is wholly included within USA's budget [and,] thus, any judgment against [HCM] would directly affect the financial status of USA and the State Treasury." HCM also attached orders from circuit courts in other cases commenced against HCM in which those circuit courts had granted motions to dismiss or summary-judgment motions, premised on State immunity, in favor of HCM. On August 13, 2025, Carol filed a response in opposition to HCM's motion. Carol argued that HCM was not entitled to State immunity because, she said, it had not been established by the Alabama Legislature; instead, she said, HCM had been created under "generally- applicable Alabama Limited Liability Law, Ala. Code §§ 10A-5A-1.01, et 5 SC-2026-0115 seq. ... as a separate and independent subsidiary to employ and supervise physicians, nurses, administrators, and other workers who staffed the USA Health System and its various hospitals and clinics." Carol contended that USA had created HCM "as a liability shield to save it from incurring significant retirement contribution liability imposed by State law." In short, Carol argued that USA had purposefully created HCM as a separate legal entity and that, therefore, HCM should not be considered part of the State. On January 9, 2026, the circuit court held a hearing on HCM's motion. On January 23, 2026, the circuit court entered an order granting HCM's summary-judgment motion. On February 20, 2026, Carol filed an unopposed motion asking the circuit court to certify its order as a final judgment pursuant to Rule 54(b), Ala. R. Civ. P. Carol noted that the claims that remained to be adjudicated in the case were asserted against individual healthcare providers whose defenses did not implicate State immunity and that, therefore, there was no potential for the intertwining of claims. On February 24, 2026, the circuit court amended its earlier order, stating: "The Court expressly directs entry of final appealable judgment 6 SC-2026-0115 in favor of [HCM] because it expressly finds that there is no just reasons for delay and that [HCM] is entitled to a final appealable judgment as a matter of law." On March 4, 2026, Carol appealed. II. Standard of Review " 'Summary judgment is appropriate only when "there is no genuine issue as to any material fact and ... the moving party is entitled to a judgment as a matter of law." Rule 56(c)(3), Ala. R. Civ. P., Young v. La Quinta Inns, Inc., 682 So. 2d 402 (Ala. 1996). A court considering a motion for summary judgment will view the record in the light most favorable to the nonmoving party, Hurst v. Alabama Power Co., 675 So. 2d 397 (Ala. 1996), Fuqua v. Ingersoll-Rand Co., 591 So. 2d 486 (Ala. 1991); will accord the nonmoving party all reasonable favorable inferences from the evidence, Fuqua, supra, Aldridge v. Valley Steel Constr., Inc., 603 So. 2d 981 (Ala. 1992); and will resolve all reasonable doubts against the moving party, Hurst, supra, Ex parte Brislin, 719 So. 2d 185 (Ala. 1998). " 'An appellate court reviewing a ruling on a motion for summary judgment will, de novo, apply these same standards applicable in the trial court. Fuqua, supra, Brislin, supra. Likewise, the appellate court will consider only that factual material available of record to the trial court for its consideration in deciding the motion. Dynasty Corp. v. Alpha Resins Corp., 577 So. 2d 1278 (Ala. 1991), Boland v. Fort Rucker Nat'l Bank, 599 So. 2d 595 (Ala. 1992), Rowe v. Isbell, 599 So. 2d 35 (Ala. 1992).' " Ex parte Turner, 840 So. 2d 132, 135 (Ala. 2002) (Ex parte Rizk, 791 So. 2d 911, 912-13 (Ala. 2000)). III. Analysis 7 SC-2026-0115 A. The Creation of HCM Analyzing whether HCM is entitled to State immunity requires knowledge about the creation of HCM. According to USA's vice president for finance and administration, G. Scott Weldon, "[i]n 2010, the Board of Trustees of [USA] ('the Board') decided to form a limited liability company that would become the employer of the USA health system's workforce and [HMC] was created. USA was and is the sole member and manager of [HCM]. "4. For a variety of financial, administrative and operational reasons, the Board determined that the creation of this single-member limited liability corporation would be in the best interests of [USA]. Establishment of [HCM] as the employer of the USA health system workforce created significant savings that allowed USA to continue providing medical services to the underserved community in the Mobile area. [HCM's] employees are not covered by the Teachers' Retirement System of Alabama's ('TRS') retirement plan, permitting a cost savings to USA. This organizational shift allowed USA to stop making the mandatory TRS contributions on behalf of its healthcare employees who shifted employment from USA to [HCM]." (Citations omitted; emphasis added.) The resolution of the Board of Trustees of USA that authorized the formation of HCM confirms Weldon's account, stating: "WHEREAS, as a result of rising costs within the health care industry, the need to align related employee benefits with those of similarly-situated providers, and the need to facilitate more efficient management and operation of 8 SC-2026-0115 the health care enterprises of [USA], and given the effects of proration and reduced funding levels for public universities and institutions of higher education within the State of Alabama, the Board of Trustees has determined it necessary to explore operational options, without sacrificing education standards, the quality of patient care or the quality of employment within the health services programs of [USA]; and "WHEREAS, the Board of Trustees has determined that [USA] could achieve operational efficiencies through the formation of a limited liability company, the sole member of which would be [USA] ('[HCM]'), in order to, on behalf of and as agent for [USA], manage and operate various aspects of, and to provide general personnel support for, [USA's] health services programs, including but not limited to managing and operating certain of the health care enterprises of [USA] and employing individuals who will perform services for and on behalf of said programs .... ".... "NOW, THEREFORE, BE IT RESOLVED, that the Board of Trustees has determined it best and in furtherance of the purposes for which [USA] was created that [HCM] be created as a limited liability company, the sole member of which shall be [USA], for the purpose of managing and operating, on behalf of and as agent for [USA], substantially all the health care enterprises of [USA], including, but not limited to, employing personnel to manage and operate the Hospital, the clinics, and the [Mitchell Cancer Institute], and in that regard become part of [USA's] academic medical center. ... "FURTHER RESOLVED, by the members of the Board of Trustees that the President of [USA] is hereby authorized and directed to adopt and cause to be adopted and implemented such policies and to undertake such actions as 9 SC-2026-0115 shall be necessary or desirable to fulfill the objectives of this resolution, respecting the staffing, operation, and provision of employee benefits, of [USA's] academic health care enterprise, including without limitation, once established, [HCM]; and, as existing employees of [USA] become employees of [HCM], the elimination of the employment positions with [USA] occupied thereby ...." (Bold typeface and capitalization in original; other emphasis added.) USA's former treasurer, Robert Davis, provided specific details concerning HCM's formation. "The reason for the formation of HCM was, at that point in time, the clinical employees of USA Health System were all employees of [USA], and as such, were covered by the Teacher Retirement System of Alabama. In order to -- The employer's contribution to the teacher's retirement system defined benefit plan was an is today fairly expensive and was causing USA Health System to be non-competitive in its ability to provide services to the -- necessary services to the members of the community that needed healthcare services. "So, in conjunction with the discussions with the Retirement System of Alabama, the HCM was formed so that its employees would be covered by a different retirement plan and not the teacher retirement system plan so that the employer's contribution to the retirement plan would be significantly less to allow [USA] to have sufficient funds to continue to provid[e] medical services to, especially, the under served community in Mobile." In short, HCM was created as a limited-liability company ("LLC") for the purpose of shifting USA's healthcare workforce from being designated as State employees, for whom USA was required to make 10 SC-2026-0115 mandatory employer contributions to the Teacher's Retirement System of Alabama ("TRS"), to being designated as private employees. USA's Board of Trustees determined that such a shift would save USA significant costs. Indeed, in her appellate brief, Carol estimates that, to date, USA "has saved over $105,000,000.00 by its creation of HCM." Carol's brief, p. 24.1 According to Davis, "the USA Health System [is] staffed almost entirely by employees of HCM." "The Articles of Organization of USA Healthcare Management, LLC," which were submitted to the Mobile Probate Court on July 20, 2010, confirm that "[HCM] is organized for the exclusive purpose of supporting [USA] in connection with the management and operation of hospitals, clinics and other health care facilities comprising the USA healthcare system and academic medical center (collectively, the 'USA Health System'), including, without limitation, providing management, administrative and staffing services to the USA Health System." 1We note that Carol reaches the cost-savings number she provides through estimates and math calculations, not from specific figures stated in the record on appeal. However, we also note that HCM has not disputed Carol's numbers and itself admits that "[t]he establishment of an LLC that could be listed as the employer of USA Health's workforce created significant savings for USA." HCM's brief, p. 12; see also id., p. 22. 11 SC-2026-0115 The Articles of Organization further provide that "USA, as the sole member of [HCM], shall not have the right to admit additional members to [HCM]" and that "USA shall not sell, transfer, or assign all or any portion of its membership interest in [HCM] to any other person, company, corporation, partnership, association or entity." The "Operating Agreement of USA Healthcare Management, LLC," that was executed between USA and HCM on July 20, 2010, defines HCM as "the Company" and USA "as the sole member of the Company." The Operating Agreement repeats verbatim the purpose of HCM that is stated in the Articles of Organization. It provides that USA is "the sole Member of [HCM]" and that "[HCM] is being organized [as] a single member limited liability company and is intended to be treated as an 'integral part' of USA for federal and state tax purposes." The Operating Agreement provides: "Management of the business and affairs of [HCM] shall be vested in a single manager (the 'Manager') which shall be USA. ... [USA] shall have full and complete authority, power and discretion to manage and control the business, affairs and properties of [HCM], to make all decisions regarding those matters and to perform any and all other acts or activities customary or incident to the management of [HCM's] business on the terms set forth in this Agreement and in the Articles of Organization of [HCM]. [USA] shall have the unrestricted authority to bind [HCM]." 12 SC-2026-0115 However, the Operating Agreement also provides that "[USA] shall not be required to make any capital contributions to [HCM], but [USA] shall be permitted to make capital contributions to [HCM] at such times and in such amounts as [USA] deem[s] appropriate," and that "[USA] shall not have any liability for the obligations or liabilities of [HCM] except to the extent, if any, provided in the [Alabama Limited Liability Company] Act." (Emphasis added.) The "Management Services Agreement" between USA and HCM ("the MSA"), which became effective on October 1, 2010, defines HCM as the "Manager" in the document. The MSA states that "[HCM] is a limited liability company organized and existing under the laws of the State of Alabama for the purpose of managing and operating the USA Health System." Among other provisions, the MSA states: "1.1 Engagement of Manger. ... USA retains [HCM] to render management, administration and support services to the USA Health System on the basis set forth in this Agreement. [HCM] shall be responsible for administering the day-to-day operations of the USA Health System in accordance with the goals, policies and objectives of USA and subject to all reasonable and appropriate quality of care performance standards adopted thereby. ".... 13 SC-2026-0115 "1.5 Relationship of the Parties. The parties hereto acknowledge that the relationship created herein shall be of [HCM] as independent contractor to USA. ".... "2.1 Management Services. Except as provided in Section 2.4 below, and subject to oversight and review by USA and the Governing Body [USA's Board of Trustees], [HCM] shall render the following services, direction, and supervision: "(a) Direct the day-to-day operations of the USA Health System to ensure said operations are conducted in a business- like manner; ".... "(c) Employ, provide, supervise and discharge such employees of [HCM] as [HCM] and USA shall determine are necessary and appropriate for orderly functioning of the USA Health System; ".... "(h) Arrange for the purchase by USA of general liability, property, and other necessary insurance coverage for the Components [USA's hospitals and clinics] in such amounts as are deemed sufficient by USA; ".... "(j) Provide for materials management services, including, without limitation, purchasing or leasing all supplies, equipment and other items used in, or necessary for, the operation of the Components, all in accordance with the budgets and process approved by the Governing Body and subject to applicable state and federal laws; 14 SC-2026-0115 ".... "2.2 Financial Services. Subject to the review and oversight of USA, [HCM] shall provide for the preparation, direction and supervision of the following financial services for USA in the operation of the USA Health System: "(a) Receipt for and deposit in bank accounts selected by [HCM] and in the name of USA or the Components, all funds received from the operation of the Components and supervise the disbursement of such funds for the operating expenses of the Components; ".... "(e) Prepare payroll checks from time sheet summaries prepared under [HCM's] supervision; "(f) Supervise preparation of USA's payroll tax returns for employees of the Components who are employed by USA (any fees paid to independent accountants will be the responsibility of USA); ".... "(j) Prepare and present to USA for approval an annual operating and capital expenditure budget for the Components and operate the Components in accordance with such approved budgets; ".... "3.1 Reimbursement of Expenses. USA shall reimburse [HCM] on a monthly basis, for all direct expenses incurred in connection with the services provided pursuant to this Agreement, including without limitation, (i) expenses associated with the provision of [HCM's] employees to Hospitals, including, without limitation, salaries, payroll 15 SC-2026-0115 taxes, employee benefits and business expenses, and (ii) expenses for equipment and supplies purchased pursuant to this Agreement. USA shall also reimburse [HCM] and its affiliates for any third-party expenses incurred on behalf of the USA Health System, including management information systems, insurance, outside legal expenses, outside accounting expenses and outside consulting expenses. ... "3.2 Fee. As consideration for the services rendered pursuant to this Agreement, including but not limited to the services specified in Section 2 of this Agreement, USA shall pay to [HCM] a monthly fee equal to two-tenths percent (.2%) of the Net Revenues of the USA Health System during such month, provided the monthly fee shall not exceed Eight Thousand Three Hundred and Thirty-Three Dollars ($8,333) in any given month. ... ".... "5. No Indemnification. USA is a governmental entity and shall not indemnify or hold harmless [HCM]. Each party shall be responsible for its own acts and omissions with respect to the Hospitals and in performance under this Agreement." (Bold typeface in original; other emphasis added.) Consistent with the affidavit from Roberts that was submitted along with HCM's summary-judgment motion, Davis testified that "the [USA] payroll department ... prepare[s] the payroll of HCM," but he also stated that "HCM does have checking accounts in its own name." Davis stated that USA puts the money in the HCM payroll account to pay the HCM employees. Davis also explained that HCM sponsors a private 16 SC-2026-0115 retirement plan for its employees that is "administered by the [USA] human resources department." Also consistent with Roberts's affidavit, Davis testified that USA files tax returns that include HCM's taxable activities. In a letter to the State Comptroller's Office in May 2012, Davis stated: "The financial and accounting books and records of HCM and its operations are maintained in a separate chart of accounts on [USA's] information systems, with employees of both HCM and [USA] involved in recording transactions for both entities. [USA's] Division of Financial Affairs is responsible for preparing the financial statements of HCM and prepares monthly reports of HCM's operations .... Under financial accounting standards issued by the Government Accounting Standards Board, HCM is treated as a blended component unit in [USA's] financial statements, meaning its assets, liabilities, net assets and operations are consolidated with [USA] for financial reporting purposes." (Emphasis added.) (Rec. vol. II, C. 239.) B. Davis and the Staudt Factors In Health Care Authority for Baptist Health v. Davis, 158 So. 3d 397 (Ala. 2013), this Court addressed whether the Health Care Authority for Baptist Health ("HCABH") was entitled to State immunity. HCABH was a healthcare authority ("HCA") created under the Health Care Authorities Act of 1982 ("the HCA Act"), Ala. Code 1975, § 22-21-310 et seq., pursuant to a resolution from the University of Alabama Board of 17 SC-2026-0115 Trustees. That resolution authorized the University of Alabama at Birmingham Health System to enter an affiliation agreement with a private hospital entity, Baptist Health, which had operated certain hospitals in Montgomery. The affiliation agreement provided for the establishment of HCABH -- the entity to which Baptist Health had transferred its hospitals and related assets and that was a defendant in the medical-malpractice action that precipitated the appeal in Davis. See Davis, 158 So. 3d at 400-01. "Section 14 of the Alabama Constitution of 1901 states that '[t]he State of Alabama shall never be made a defendant in any court of law or equity.' It is well established that ' "the use of the word 'State' in Section 14 was intended to protect from suit only immediate and strictly governmental agencies of the State." ' Tallaseehatchie Creek Watershed Conservancy Dist. v. Allred, 620 So. 2d 628, 631 (Ala. 1993) (quoting Thomas v. Alabama Mun. Elec. Auth., 432 So. 2d 470, 480 (Ala. 1983)); see also Ex parte Greater Mobile-Washington County Mental Health-Mental Retardation Bd., Inc., 940 So. 2d 990, 997 (Ala. 2006) (also quoting Thomas, 432 So. 2d at 480). "Tallaseehatchie Creek and Greater Mobile-Washington County Mental Health Board relied on Armory Commission of Alabama v. Staudt, 388 So. 2d 991 (Ala. 1980), in which this Court identified three factors that determine whether an action against a body created by legislative enactment is an action against the State for purposes of the doctrine of State immunity: 18 SC-2026-0115 " 'Whether a lawsuit against a body created by legislative enactment is a suit against the state depends on [1] the character of power delegated to the body, [2] the relation of the body to the state, and [3] the nature of the function performed by the body. All factors in the relationship must be examined to determine whether the suit is against an arm of the state or merely against a franchisee licensed for some beneficial purpose.' "388 So. 2d at 993 (emphasis added). "In Ex parte Department of Human Resources, 999 So. 2d 891, 897 (Ala. 2008), this Court stated 'that the same factors ("the Staudt factors") are informative in determining whether an entity established by a State agency at the direction of the legislature is part of that agency for purposes of sovereign immunity.' Likewise, in Vandenberg v. Aramark Educational Services, Inc., 81 So. 3d 326, 339 (Ala. 2011), this Court explained: " 'The immunity that comes from § 14 and that is associated with being part of the State ... does not automatically attach to all public corporations; some public corporations are entitled to it while others are not. In Armory Commission of Alabama v. Staudt, 388 So. 2d 991, 993 (Ala. 1980), we explained what more is required before a public corporation may claim that immunity....' "When applying the three Staudt factors, this Court 'emphasizes substance over form.' Tallaseehatchie Creek, 620 So. 2d at 630. As this Court noted in Alabama Girls' Industrial School v. Reynolds, 143 Ala. 579, 583, 42 So. 114, 115 (1904): " 'If the suit instituted against it is practically and really against the State -- if the judgment and decree obtained against it must be satisfied, if at 19 SC-2026-0115 all, out of the property held by it, and this property belongs to the State, though the title is eo nomine in the [defendant] as an agent of the State -- then clearly to permit an action or suit against it would be doing by indirection that which cannot be done directly. In other words, if the [defendant] is a mere State agency -- a representative of the State, instituted and maintained by the sovereignty for the exercise of a governmental function -- a suit against it is a suit against the State....' "(Emphasis added.)" Davis, 158 So. 3d at 402-03 (footnote omitted; some emphasis added). It is undisputed that USA is a State agency that is entitled to State immunity under Article I, § 14, of the Alabama Constitution. See Ex parte University of S. Alabama, 183 So. 3d 915, 919 (Ala. 2015) ("USA is a State institution of higher learning and, as a matter of law, is a State agency entitled to the absolute immunity of § 14."). Carol contends that HCM does not share that immunity. Based on the foregoing summary of the law from Davis, determining whether HCM is an arm of the state that is entitled to immunity or is a franchisee licensed for a beneficial purpose requires considering the three factors first enunciated in Armory Commission of Alabama v. Staudt, 388 So. 2d 991 (Ala. 1980): the character of the powers delegated to HCM, the nature of the functions performed by HCM, and HCM's relationship to USA. 20 SC-2026-0115 We note, however, that HCM seeks to distinguish -- and even altogether disclaim -- our decision in Davis from the facts presented in this case. HCM argues that Davis is inapplicable because it employed the factors from Staudt to " 'determine whether an action against a body created by legislative enactment is an action against the State.' " HCM's brief, p. 44 (quoting Davis, 158 So. 3d at 402 (bold typeface added by HCM)). HCM states: "Unlike the entity at issue in Davis, [HCM] is not an HCA created under the HCA Act. [Carol] has failed to explain in any degree of detail how the Court's holding in that case means that argument on the Staudt factors might be required for a subdivision of a State agency to make a prima facie showing that it is entitled to dismissal of the claims against it on grounds of immunity." HCM's brief, p. 45. We find this to be a curious argument for several reasons. First, HCM seems to imply that the Staudt factors are relevant only to entities -- such as the HCABH -- created under the authority of a specific legislative enactment like the HCA Act. However, the passage we quoted from Davis expressly observed that the Staudt factors are relevant for determining whether any entity established by a State agency is entitled to State immunity, not just entities created under a specific statute. See 21 SC-2026-0115 Davis, 158 So. 3d at 403 (quoting Vandenberg v. Aramark Educ. Servs., Inc., 81 So. 3d 326, 339 (Ala. 2011), and Ex parte Department of Hum. Res., 999 So. 2d 891, 897 (Ala. 2008)); see also Ex parte Troy Univ., 961 So. 2d 105, 109 (Ala. 2006) (reiterating the Staudt factors when stating that "[t]his Court considers several factors in determining whether an entity is 'an immediate and strictly governmental agenc[y]' " (quoting Rodgers v. Hopper, 768 So. 2d 963, 966 (Ala. 2000))). Second, as we detailed in part A of our analysis, HCM was created under a specific statutory scheme: the Alabama Limited Liability Company Law ("the Alabama LLC Law"), Ala. Code 1975, § 10A-5A-1.01 et seq. Consequently, under the Court's language in Davis, the Staudt factors are central to whether HCM is entitled to State immunity. To the extent that HCM is arguing that Davis is inapplicable because the HCA Act concerns the establishment of a specific kind of public corporation while, in contrast, USA created an LLC under the Alabama LLC Law, we find the argument even more perplexing. The legislature expressly enacted the HCA Act for the purpose of helping institutions like USA to be more efficient and competitive in operating publicly owned hospitals. See § 22-21-312, Ala. Code 1975. According to 22 SC-2026-0115 HCM's organizing documents, that is the same reason USA decided that it needed to create HCM. Thus, the analysis employed in Davis is even more relevant to whether HCM is entitled to State immunity than it would be for evaluating governmental entities that have no relation to public hospitals. HCM is, of course, correct that Davis involved "the immunity status of a different type of entity" -- an HCA rather than an LLC. HCM's brief, p. 50. HCM is also correct that "both public and private entities were involved in the creation of HCABH." Id. But, in focusing on those details of Davis, HCM misses the broader point that Davis applied the Staudt factors to a governmental entity created by a public university for its hospital system. There are differences between an HCA and an LLC. But the question is whether those differences are material to the issue whether HCM is entitled to State immunity. In Davis, the Court evaluated the first and third factors -- the character of the power delegated to the entity and the nature of the functions performed by the entity -- together "[g]iven the similarity and overlap of these two Staudt factors." 158 So. 3d at 403 n.4. Davis first noted that the HCA Act empowered HCAs "to arrange for the provision 23 SC-2026-0115 of health-care services to the indigent and to promote public health." Id. at 404. The Court observed that such powers "are legitimate ends of government, [but] they certainly are not functions unique to government. ... [T]he power ... is not of the same character, for example, as the power granted an entity that is charged with a strictly governmental function, e.g., law enforcement." Id. The powers granted to HCM are similarly geared toward public health -- the Articles of Organization state that HCM's "exclusive purpose" is to support USA "in connection with the management and operation of hospitals, clinics, and other health care facilities comprising the USA healthcare system." Likewise, the resolution in which the Board of Trustees of USA authorized the formation of HCM stated that HCM was being created because of "the need to facilitate more efficient management and operation of the health care enterprises of [USA]." The management and operation of healthcare facilities is not a unique government function. Davis next noted that many of the powers granted to HCAs under the HCA Act "may be exercised by any number of private or for profit business entities." 158 So. 3d at 405. A perusal of the MSA demonstrates 24 SC-2026-0115 that the same is true for HCM. Among other services, HCM provides corporate management services such as employing, supervising, and discharging employees; "maintain[s] all licenses, certifications, permits and accreditations as are necessary for" the USA Health System; "[n]egotiate[s] and executes ... contracts with third party payors and any other contracts or agreements regarding the provision of health care related items or services by" the USA Health System; "[e]stablish[es] staffing schedules, wage structures and personnel policies for all employees" of the USA Health System; "[p]rovide[s] for material management services, including, without limitation, purchasing or leasing all supplies, equipment and other items used in, or necessary for, the operation of" the USA Health System; and "[p]rovide[s] for marketing and corporate communication services." Additionally, HCM provides a whole range of financial services, including receiving and depositing "in bank accounts selected by [HCM] ... all funds received from the operation of the [USA Health System] and supervis[ing] the disbursement of such funds for the operating expenses of the [USA Health System]"; "[m]aintain[ing] ... the applicable books of account, including all journals and ledgers, check register and payroll records"; "[p]rocess[ing] vendors' 25 SC-2026-0115 invoices and other accounts payable"; "[p]repar[ing] payroll checks from time sheet summaries"; and "[p]repar[ing] monthly profit and loss statements." Thus, HCM's responsibilities mirror those of "any number of private or for profit business entities." Davis, 158 So. 3d at 405. Davis next observed that "it is especially hard for this Court to overlook the fact that the legislature, which is responsible for the creation of health-care authorities, expressly contemplated that such authorities would be entities subject to suit." 158 So. 3d at 405. As an LLC, the same is true of HCM: § 10A-5A-1.04(d)(1), Ala. Code 1975, provides that an LLC possesses the power to "sue and be sued." Discussing the legislature's delegation of such a power to the Alabama Building Renovation Finance Authority, this Court reasoned: "Although[] such a clause is not determinative of an Authority's status, it does show the intent of the legislature to create a separate entity rather than an agency or arm of the state." Stallings & Sons, Inc. v. Alabama Bldg. Renovation Fin. Auth., 689 So. 2d 790, 792 (Ala. 1997). Additionally, Carol notes that the MSA provides that HCM has the power to purchase liability insurance for the USA Health System. HCM objects that this Court previously has concluded that "an intent to waive 26 SC-2026-0115 governmental immunity should not be presumed from the purchase of liability insurance." Alabama State Docks v