United States District Court, D. Delaware
LYNN E. TALLEY, D.O., Plaintiff,
CHRISTIANA CARE HEALTH SYSTEM, MATTHEW K. HOFFMAN, MD, and KENNETH L. SILVERSTEIN, MD, Defendants.
Michele D. Allen and Catilyn E. Quinn, LAW OFFICES OF MICHELE
D. ALLEN, LLC, Hockessin, DE, Attorneys for Plaintiff.
J. Cline and James H. S. Levine, PEPPER HAMILTON LLP,
Wilmington, DE; Barbara T. Sicalides, Barak A. Bassman, and
Megan Morley, PEPPER HAMILTON LLP, Philadelphia, PA,
Attorneys for Defendants.
UNITED STATES MAGISTRATE JUDGE.
Lynn Talley ("Plaintiff') filed this action alleging
violations of the Sherman Act (Count I), breach of contract
(Count II), lack of procedural due process (Counts III and
VIII), defamation (Count IV), intentional infliction of
emotional distress (Count V), interference with prospective
economic advantage (Count VI), tortious interference with
contractual relations (Count VII), and breach of the covenant
of good faith and fair dealing (Count IX). (D.I. 17)
Presently before the Court is Defendants Christiana Care
Health System ("Christiana Care"), Matthew K.
Hoffman, M.D. ("Dr. Hoffman"), and Kenneth L.
Silverstein, M.D.'s ("Dr. Silverstein")
(collectively, "Defendants") motion to dismiss
Counts I-VIII of the operative First Amended Complaint
("FAC"), filed pursuant to Federal Rule of Civil
Procedure 12(b)(6) (the "Motion"). (D.I. 22) In a
separate Memorandum Opinion issued on October 11, 2018 (the
"October 11 Opinion"), (D.I. 61; D.I. 62), the
Court addressed the Motion as to Count Fs Sherman Act claim,
and found that Count I should be dismissed with prejudice.
This opinion addresses the portion of Defendants' Motion
that seeks dismissal of claims other than the Sherman Act
claim, and GRANTS-IN-PART and DENIES-IN-PART Defendants'
Motion in that regard.
BACKGROUND AND STANDARD OF REVIEW
Court incorporates by reference the factual and procedural
background and the legal standard of review for Rule 12(b)(6)
motions, which were set out in the October 11 Opinion. (D, I.
61 at 2-8)
dispute here is Defendants' request to dismiss the
asserted state law claims contained in Counts II, IV, V, VI,
and VII.  The Court will address them in turn.
brings a claim for breach of contract in Count II against
only Defendant Christiana Care. (D.I. 17 at 18-19) This claim
is based on Christiana Care's failure "to follow the
process [for terminating Plaintiffs privileges at Christiana
Care] outlined in the Credentials Manual[ and the Christiana
Care Bylaws.]" (D.I. 31 at 14; see D.I. 17 at
¶¶ 139-43)  In the FAC, Plaintiff alleges that: (1)
"Christiana Care's Bylaws . . . provide the
procedure for corrective action and appeal rights regarding
issues related to physician competence and behavior";
(2) the "Christiana Care Credentials Manual. . .
provides additional procedures for corrective action and
appeal rights[;]" and (3) "Christiana Care breached
its contractual obligations to Plaintiff by failing to adhere
to the processes set out in its own Bylaws and Credentials
Manual before restricting and then terminating Plaintiffs
clinical privileges." (D.I. 17 at ¶¶ 140-43)
respond by arguing that "the Credentials Manual
precludes physicians, including Plaintiff, from suing
Christiana Care or members of its medical staff for any
matters relating to a physician's credentialing[.]"
(D.I. 23 at 13) In other words, Defendants argue that
"Plaintiff has waived her ability to sue [for breach of
contract]" and that this is made sufficiently clear in
the Credentials Manual itself. (Id.)  They point for
support to Article 2.C.2(1) of the Credential Manual, titled
"Immunity" (the "Immunity subsection"),
To the fullest extent permitted by law, the individual
releases from any and all liability, extends immunity to, and
agrees not to sue Christiana Care, any member of the
Medical-Dental Staff, their authorized representatives, and
third parties who provide information for any matter relating
to appointment, reappointment, clinical privileges, or the
individual's qualifications for the same. This immunity
covers any actions, recommendations, reports, statements,
communications, and/or disclosures involving the individual
that are made, taken, or received by Christiana Care, its
authorized agents, or third parties in the course of
credentialing and peer review activities.
(D.I. 23, ex. B at 14-15 (emphasis omitted)) Defendants are
interpreting the first sentence of the above provision to
extend immunity from suit to Christiana Care without any
further qualification, and the second sentence to further
explain that this immunity grant relates to "any actions
... involving [Plaintiff] that are made, taken or received by
Christiana Care ... in the course of credentialing and peer
review activities." (Tr. at 61-64) Since this suit
relates to the termination of Plaintiff s privileges, which
is a part of the credentialing process, Defendants assert
that the above subsection of the Credentials Manual provides
Christiana Care with immunity from suit as to Count II. (D.I.
32 at 6-7)
counters that Defendants overstate the intent of the Immunity
subsection. She asserts that the subsection only applies to
"information that may have been discussed or disclosed
during any alleged purported 'peer review'
process." (D.I. 31 at 14) And Plaintiff argues that her
claims, instead, are centered on the failure to "follow
the procedures laid out in the Credentials Manual for the
revocation of her privileges." (Id.) In other
words, Plaintiff reads the above contractual language as only
extending immunity to people or entities (including
Christiana Care) "who provide information for
any matter relating to appointment." (Tr. at 76
(emphasis added); see also D.I. 31 at 13)
Plaintiff also notes that this reading is supported by the
title of the portion of the Credentials Manual in which the
Immunity subsection is found: "Grant of Immunity and
Authorization to Obtain/Release Information[.]" (D.I. 31
at 13) Because Plaintiffs breach of contract claim is about