ROBERT C. VILLARE, M.D. and DELAWARE VALLEY PHYSICIANS & SURGEONS, PA, Plaintiffs,
BEEBE MEDICAL CENTER, INC.; CAPE SURGICAL ASSOCIATES, PA; ERIK STANCOFSKI, MD; SOUTHERN DELAWARE SURGERY CENTER, LLC; JAMES SPELLMAN, MD; and JAMES SPELLMAN, MD, LLC, Defendants.
Submitted: December 16, 2013
Jan R. Jurden, Judge
AND NOW, TO WIT, this day of March, 2014, the Court having duly considered Defendant Beebe's Motion for Summary Judgment Addressing Plaintiffs' Breach of Contract Claim and Proffered Damages, Plaintiffs' opposition thereto, and oral argument, it is hereby determined that:
1. The facts of this case have been recited in detail in prior opinions. In 1999, Robert Villare, M.D. ("Villare"), was appointed to Beebe Medical Center, Inc.'s ("Beebe") medical staff and given surgical privileges. Villare's surgical privileges had to be renewed biannually, a process known as "credentialing."Around this time, Villare began his own surgical practice, Plaintiff Delaware Valley Physicians & Surgeons, PA ("DVPS"), which relied upon Villare's continued privileges at Beebe.
2. Since his appointment in 1999, Villare completed the credentialing process without incident. For the pertinent period, Villare's privileges were set to expire on July 30, 2005. According to Beebe's Medical Staff Policy on Appointment (the "Appointment Policy" or "Bylaws"),  Beebe was to forward Villare a reappointment application five months prior to his current privileges expiration date. Villare alleges Beebe mailed the application to an incorrect address, resulting in his delayed application process. Beebe acknowledged receipt of Villare's application on June 20, 2005. Villare alleges Beebe then made "unprecedented requests" for more information, to which Villare promptly responded. Villare's privileges were not renewed and ultimately expired on November 1, 2005. Although Villare initially demanded an appeal hearing regarding his lost privileges, he voluntarily withdrew the demand. As a result of his lost surgical privileges, Villare closed DVPS.
3. Villare filed this case on October 20, 2008, alleging, among other things, "breach of contract and breach of duty of good faith and fair dealing, "intentional interference with contractual relations,  and civil conspiracy.
4. On August 16, 2012, the Court signed a Stipulation and Proposed Order, dismissing all of Villare's claims except Count I, "breach of contract and breach of duty of good faith and fair dealing" against Beebe.
5. On May 21, 2013, the Court granted, in part, Beebe's Motion for Summary Judgment on the Grounds of Res Judicata.
6. On December 16, 2013, the Court held oral argument on the instant motion, Beebe's Motion for Summary Judgment as to Breach of Contract and Proffered Damages.
7. Beebe moves for summary judgment on the basis that there is no enforceable contract between the parties and, even if there were, Villare cannot prove damages. Beebe asserts that the plain and unambiguous language of the Appointment Policy explicitly disclaims any right to reappointment:
Appointment to the Medical Staff is a privilege and not a right. No individual shall be entitled to appointment to the Medical Staff or to exercise particular clinical privileges in the Hospital merely by virtue of the fact that such individual: […] 3. Has had in the past, or currently has, Medical Staff appointment or privileges at this or any Hospital or health care facility [….]
Beebe further asserts that when the credentialing committee requires additional information to consider an application, the applicant bears the burden of supplying the information or risks relinquishment of privileges:
If at any time an Appointee fails to provide required information pursuant to a formal request by [the credentialing committees], the Appointee's clinical privileges shall be deemed to be voluntarily relinquished until the required information is provided to the satisfaction of the requesting party.
8. Beebe further argues that Villare cannot articulate a sufficient basis for his alleged breach of contract damages. First, Beebe points out that Villare voluntarily withdrew his expert witness and an expert is required to prove lost profits. Second, Beebe argues that Villare's damage disclosure sets forth the incorrect damages model of gross revenue rather ...