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Talley v. Christiana Care Health System

United States District Court, D. Delaware

October 9, 2019

LYNN E. TALLEY, D.O., Plaintiff,

          Michele D. Allen, ALLEN & ASSOCIATES, Wilmington, DE, Attorney for Plaintiff.

          Joanna 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 Defendant.



         In the operative Second Amended Complaint ("SAC") in this employment litigation matter, Plaintiff Lynn E. Talley, D.O. ("Plaintiff) now asserts claims for breach of contract (Count I), defamation (Count II), interference with prospective economic advantage (Count III), tortious interference with contractual relations (Count IV), and breach of the implied covenant of good faith and fair dealing (Count V) against remaining Defendant Christiana Care Health System ("Defendant" or "Christiana Care"). Presently before the Court is Defendant's motion for summary judgment on all Counts, filed pursuant to Federal Rule of Civil Procedure 56 (the "Motion"). (D.I. 126) For the reasons set out below, the Court GRANTS the Motion.

         I. BACKGROUND

         A. Factual Background

         In this Section, the Court will only provide a broad outline of the background facts relevant to this litigation. The specific facts that are relevant to the individual causes of action at issue in this Motion will be further set out in Section III below.

         Plaintiff is a board-certified physician in the field of obstetrics and gynecology ("OB/GYN"). (D.I. 67 at ¶¶ 2, 15) She is a resident of Pennsylvania and previously had a private practice in Newark, Delaware. (Id. at ¶¶ 2, 10) Defendant Christiana Care Health System is a private, non-profit corporation headquartered in Newark, Delaware that runs a teaching hospital at issue in this litigation (the hospital will also be referred to herein as "Christiana Care"). (Id. at ¶¶ 3, 34)

         Plaintiff was a member of the Medical-Dental Staff at Christiana Care from 1982 until her termination on July 15, 2016. (Id. at ¶ 16). She was granted privileges to practice medicine at Christiana Care in accordance with Christiana Care's Medical-Dental Staff Bylaws ("Bylaws") and Medical-Dental Staff Credentials Manual ("Credentials Manual"). (Id. at ¶ 17; D.I. 127, exs. 1-2) Specific provisions of these two documents will be described below in Section III regarding the discussion of Plaintiff s claims.

         Plaintiff was involved in a number of incidents involving patients that are relevant to this litigation and to the Motion. The first such incident involved a patient whose initials are L.B.; as a result of this incident, Plaintiffs privileges to practice at Christiana Care were suspended on March 24, 2016, a suspension that lasted until April 23, 2016. (D.I. 67 at ¶¶ 47, 69) During the time period in which Plaintiffs privileges were suspended, Plaintiff had pending an application to renew her privileges to practice at the hospital. (Id. at ¶ 77) Ultimately, on May 9, 2016, Christiana Care's Board of Directors ("Board") approved a conditional four-month renewal of Plaintiffs privileges; this renewal was subject to certain conditions, one of which was that Plaintiff could engage in no subsequent "behavioral or clinical issues that are found by the Department of Obstetrics and Gynecology Peer Review Committee ['OB/GYN Peer Review Committee'] to constitute 'at-risk' or 'reckless' behavior." (D.I. 127, ex. 26; see also id., exs. 21-25)

         Shortly after the conditional renewal, Plaintiff was involved in two more incidents involving patients whose initials are W.C. and T.D. (D.I. 127 at 8-9; D.I. 142 at 8-9) These incidents were reviewed by the OB/GYN Peer Review Committee on July 12, 2016, and that committee, by consensus decision, found Plaintiffs conduct in each case to amount to "At-Risk" behavior. (D.I. 127, ex. 28) Therefore, effective July 15, 2016, Defendant revoked Plaintiffs privileges at the hospital. (Id., ex. 35)

         B. Procedural Background

         On July 10, 2017, Plaintiff filed her original Complaint against Defendant Christiana Care and against two individuals: Dr. Matthew Hoffman and Dr. Kenneth Silverstein (the "Individual Defendants"). (D.I. 1) Two days later, the case was referred to the Court for handling through case-dispositive motions. The following month, the parties jointly consented to the Court's jurisdiction to conduct all proceedings in the case. (D.I. 11)

         Plaintiff subsequently filed a First Amended Complaint ("FAC"), (D.I. 17), and Defendants countered with a motion to dismiss original Counts I-VIII (the "first motion to dismiss"), (D.I. 22). In a Memorandum Opinion and accompanying Order issued on October 11, 2018, (D.I. 61; D.I. 62), the Court granted the first motion to dismiss with prejudice as to all Defendants with regard to original Count I, which alleged a violation of Section 1 of the Sherman Antitrust Act. In a separate Memorandum Opinion and Order issued on October 17, 2018, (D.I. 63; D.I. 64), the Court addressed the remaining counts challenged in the first motion to dismiss. The Court dismissed with prejudice original Counts III and VIII (procedural due process claims) as to all Defendants, dismissed without prejudice original Count V (intentional infliction of emotional distress) as to all Defendants, dismissed without prejudice original Count VI (interference with prospective economic advantage) and original Count VII (tortious interference with contractual relations) as to the Individual Defendants, and denied the motion regarding original Counts II (breach of contract), IV (defamation), VI and VII as to Defendant Christiana Care. (D.I. 63; D.I. 64)

         On November 2, 2018, Plaintiff filed the SAC. (D.I. 67) On December 3, 2018, the Individual Defendants filed a motion to dismiss Count III (interference with prospective economic advantage) and Count IV (tortious interference with contractual relations) of the SAC against them (the "second motion to dismiss"). (D.I. 70) The Court granted the second motion to dismiss with prejudice on February 19, 2019, leaving no further claims against Dr. Hoffman and Dr. Silverstein. (D.I. 100; D.I. 101) On March 5, 2019, Plaintiff filed a motion for reconsideration as to the Court's decision, (D.I. 106), which the Court later denied, (D.I. 135).

         Defendant Christiana Care filed the instant Motion on June 14, 2019. (D.I. 126) The Motion was fully briefed as of July 30, 2019. (D.I. 151) At the parties' request, (D.I. 153; D.I. 155), the Court heard argument on the Motion on August 27, 2019. (D.I. 165 (hereinafter "Tr."))


         Summary judgment is appropriate where "the movant shows that there is no genuine dispute as to any material fact and the movant is entitled to judgment as a matter of law." Fed.R.Civ.P. 56(a). The moving party bears the burden of demonstrating the absence of a genuine issue of material fact. See Matsushita Elec. Indus. Co. v. Zenith Radio Corp., 475 U.S. 574, 585 n.10 (1986). If the moving party has sufficiently demonstrated the absence of such a dispute, the nonmovant must then "come forward with specific facts showing that there is a genuine issue for trial." Id. at 587 (internal quotation marks, citation and emphasis omitted). If the nonmoving party fails to make a sufficient showing in this regard, then the moving party is entitled to judgment as a matter of law. Celotex Corp. v. Catrett, 477 U.S. 317, 322-23 (1986). During this process, the Court will "draw all reasonable inferences in favor of the nonmoving party, and it may not make credibility determinations or weigh the evidence." Reeves v. Sanderson Plumbing Prods., Inc., 530 U.S. 133, 150 (2000).

         However, in order to defeat a motion for summary judgment, the nonmoving party must "do more than simply show that there is some metaphysical doubt as to the material facts." Matsushita Elec. Indus. Co., 475 U.S. at 586-87. The "mere existence of some alleged factual dispute between the parties will not defeat an otherwise properly supported motion for summary judgment; the requirement is that there be no genuine issue of material fact." Anderson v. Liberty Lobby, Inc., 477 U.S. 242, 247-48 (1986) (emphasis in original). Facts that could alter the outcome are "material," and a factual dispute is "genuine," only where "the evidence is such that a reasonable jury could return a verdict for the nonmoving party." Id. at 248. "If the evidence is merely colorable ... or is not significantly probative ... summary judgment may be granted." Id. at 249-50 (internal citations omitted).

         A party asserting that a fact cannot be-or, alternatively, asserting that a fact is- genuinely disputed must support the assertion either by "citing to particular parts of materials in the record, including depositions, documents, electronically stored information, affidavits or declarations, stipulations (including those made for purposes of the motion only), admissions, interrogatory answers, or other materials;" or by "showing that the materials cited do not establish the absence or presence of a genuine dispute, or that an adverse party cannot produce admissible evidence to support the fact." Fed.R.Civ.P. 56(c)(1)(A) & (B).


         As noted above, Defendant's Motion puts at issue each of the remaining Counts. Below, the Court concludes that summary judgment is appropriate as to all Counts, since there are no genuine disputes as to any material fact and Defendant is entitled to a judgment as a matter of law with regard to each of the claims.[1] The Court will discuss each Count below in turn.

         A. Breach of Contract (Count I)

         With Count I, Plaintiff argues that Defendant breached its contractual obligations because Defendant "failed to follow the procedures set forth in the Credentials Manual in connection with Plaintiffs conditional renewal and subsequent termination." (D.I. 142 at 17) With regard to this breach of contract claim, below the Court will first set out the relevant facts and then will discuss the relevant legal standards. Thereafter, it will address the substance of Defendant's Motion.

         1. Relevant Facts

         a. Plaintiffs Renewal Application, the L.B. Incident and the Suspension of Plaintiffs Privileges

         On February 29, 2016, Plaintiff applied to renew her privileges at Christiana Care. (D.I. 67 at ¶ 77) This application would remain pending through the month of March 2016.

         Not long thereafter, on March 15, 2016, Plaintiff was covering patient L.B. at the hospital; L.B. was 33 weeks pregnant and required an emergency Cesarean section operation. (D.I. 127, ex. 7 at CCHS-00129166; see also D.I. 127 at 4) Due to a failure in communication (the reasons for which are disputed and not ultimately material here), Plaintiff began the procedure before L.B. was anesthetized, causing L.B. to cry out in pain. (D.I. 127, ex. 7 at CCHS-00129166; id., ex. 9 at ¶ 7) Later, after L.B. was sedated, Plaintiff completed the Cesarean delivery. (Id., ex. 7 at CCHS-00129167; id., ex. 53 at 43)

         On March 23, 2016, the OB/GYN Department held a safety de-brief to discuss the L.B. incident. (Id., ex. 9 at ¶ 8) Following that discussion, on March 24, 2016, Christiana Care notified Plaintiff by letter that due to "concerns" that the OB/GYN Department had with regard to Plaintiffs care of L.B., Plaintiffs privileges were now subject to a "precautionary suspension ... imposed in accordance with [Section] 6.C of the [] Credentials Manual." (Id., ex. 11 at CCHS-00087045)

         This suspension was thereafter reviewed on March 30, 2016 by the OB/GYN Peer Review Committee, [2] which determined Plaintiffs conduct to be "At-Risk Behavior."[3] (Id., ex. 7 at CCHS-00129166-67) Then on March 31, 2016, the OB/GYN Credentials Committee[4] met and recommended that Plaintiffs precautionary suspension be terminated upon Plaintiff meeting certain conditions. (Id., ex. 13) Dr. Hoffman, who became the OB/GYN Department Chair ("department chair") on April 1, 2016, reviewed the OB/GYN Credentials Committee's recommendations, and determined that this recommendation should be modified. Thereafter, Dr. Hoffman transferred both the OB/GYN Credentials Committee's recommendation and his own supplemental recommendation to Christiana Care's Medical Executive Committee ("Executive Committee")[5] for its consideration of both proposals. (Id., ex. 15 at CCHS-00129121; id., ex. 46 at 103-05)

         On April 4, 2016, the Executive Committee met to evaluate Plaintiffs precautionary suspension. (Id., ex. 15) The Executive Committee ultimately decided to continue the initially-entered "precautionary suspension" as a "summary suspension"; in doing so, it set out a number of conditions that Plaintiff must meet in order to later have the suspension terminated and her privileges reinstated. (Id., exs. 15-16) This summary suspension was lifted on April 23, 2016 as a result of Plaintiff s agreement to abide by certain conditions allowing for her reinstatement. (Id., ex. 17)

         b. Evaluation of Plaintiffs Application for Renewal of Privileges

         During the time period described above when Plaintiffs privileges were suspended, Plaintiffs application for privileges renewal continued to remain pending. Coincidentally, on April 5, 2016 (the day after the Executive Committee's meeting to review Plaintiffs precautionary suspension), the OB/GYN Credentials Committee met to review several renewal applications, including Plaintiffs application. (Id., ex. 9 at ¶ 13) Because the Executive Committee had just decided the day prior to enter a summary suspension as to Plaintiff, the OB/GYN Credentials Committee discussed whether to renew Plaintiffs privileges for a term less than the standard two-year term. (Id.) However, the committee ultimately decided to defer making any recommendation on Plaintiffs renewal application until the department chair (Dr. Hoffman) "had the opportunity to seek additional input." (Id.; see also D.I. 142, ex. 52 at CCHS-00045463)

         Thereafter, Dr. Hoffman met with Dr. Silverstein (Christiana Care's Chief Clinical Officer) and Defendant's in-house counsel. (D.I. 127, ex. 9 at ¶ 13) These three thereafter developed a recommendation that Plaintiffs privileges should be renewed only for a four-month term (i.e., less than the standard two-year term for renewal). (Id.) The recommendation was that this four-month renewal would also be conditioned on Plaintiffs compliance with certain conditions, including: (1) that Plaintiff continue to follow the conditions imposed by the Executive Committee upon the lifting of her summary suspension; and (2) that Plaintiff refrain from engaging in "at-risk or reckless conduct" as determined by the OB/GYN Peer Review Committee. (Id.) Dr. Hoffman did not speak with Plaintiff before he and his colleagues fashioned this recommendation. (D.I. 142, ex. 9 at 137)

         Thereafter, Dr. Hoffman-without again consulting the OB/GYN Credentials Committee-provided this recommendation for a conditional renewal to the Medical-Dental Staff Peer Review Committee, an advisory group of physician leaders. (D.I. 127, ex. 9 at ¶ 13; D.I. 142, ex. 9 at 205)[6] On April 8, 2016, the Medical-Dental Staff Peer Review Committee reviewed and endorsed the recommendation. (D.I. 127, ex. 9 at ¶ 13) Dr. Hoffman then presented this recommendation to the Medical-Dental Staff Credentials Committee ("Staff Credentials Committee"); that committee reviewed and endorsed the recommendation on April 20, 2016. (Id.; see also id, ex. 21) Dr. Hoffman next presented the recommendation to the Executive Committee, who endorsed it on May 2, 2016. (Id.; see also id., ex. 22) No. member of either the Staff Credentials Committee or the Executive Committee met with Plaintiff prior to the committees' respective endorsements. (D.I. 142, ex. 9 at 137-38)

         Thereafter, on May 9, 2016, Christiana Care's Board-the final decisionmaker on credentialing issues-approved this recommended conditional renewal. (D.I. 127, ex. 9 at ¶ 14; id., ex. 25) Plaintiff was notified by letter on May 17, 2016 of the conditional renewal (which was to be effective June 1, 2016) and of its specific terms. (Id., ex. 26) One of the conditions set out in the letter, previously referenced above, was that Plaintiffs renewal of privileges was conditioned on her having "[n]o further workplace concerns regarding behavioral or clinical issues that are found by the [OB/GYN] Peer Review Committee to constitute 'at risk' or 'reckless' behavior." (Id. at CCHS-00000563)

         c. The W.C. and T.D. Incidents and the Termination of Plaintiffs Privileges

         A month after this conditional renewal became effective, at least two more incidents involving Plaintiff had occurred. On June 20, 2016, Plaintiff performed a vacuum-assisted delivery involving patient W.C; out of that procedure arose a dispute between Plaintiff and Defendant as to whether the hospital's Department of Pediatrics had been notified to have a physician attend the delivery (or, if not, whether Plaintiff was responsible for the failure of notification). (D.I. 127 at 8; D.I. 142 at 8) Additionally, on July 2, 2016, an attending physician performed a Cesarean section delivery on patient T.D.; out of that procedure arose a dispute between Plaintiff and Defendant as to whether Plaintiff (who had left the hospital prior to the delivery) had agreed to maintain responsibility for this patient, and whether Plaintiff was at fault for failing to return calls about the patient for a period of time on the morning of the delivery. (D.I. 127 at 8-9; D.I. 142 at 8-9)

         The W.C. and T.D. incidents were thereafter referred to the OB/GYN Peer Review Committee for review. Before that 12-member committee met to discuss the cases, four of its 12 members met with Plaintiff to solicit her version of the incidents. First, on July 7, 2016, Dr. Hoffman (a member of this committee) along with Dr. Elizabeth Zadzielski and Dr. Philip Shlossman (also members of the committee) met with Plaintiff for approximately one hour to discuss her conduct in, inter alia, the W.C. and T.D. cases. (D.I. 127, ex. 9 at ¶ 19; id., ex. 33; id., ex. 46 at 221-23) Second, prior to the OB/GYN Peer Review Committee meeting, Dr. Gordon Ostrum (another member of the committee) met with Plaintiff and discussed the W.C. case with her. (Id., ex. 48 at 106)

         The OB/GYN Peer Review Committee met on July 12, 2016 to review the W.C. and T.D. incidents. (Id., ex. 28) During that meeting, Dr. Hoffman presented Plaintiffs perspective on the W.C. and T.D. cases to the committee. (Id., ex. 9 at ¶ 21) Dr. Ostrom also reported that he had spoken to Plaintiff and relayed her views about the W.C. case to the committee. (Id.; id., ex. 28; id. ex. 48 at 107-08) During the meeting, the committee came to the consensus decision that Plaintiffs conduct in each of the W.C. and T.D. cases amounted to "At-Risk Behavior" and it recommended that Plaintiff receive "[c]oach[ing]" as a remedy. (Id., ex. 28 (emphasis omitted))[7]However, because the "at-risk" findings by the Committee triggered one of the conditions by which Plaintiffs conditional renewal of privileges would be terminated, the following day Dr. Silverstein notified Plaintiff in writing that her privileges would, in fact, be terminated. (Id., ex. 35) This letter also noted that: (1) Plaintiffs termination would be effective July 15, 2015; and (2) Plaintiff was "entitled to a hearing and [would] be informed of the particulars shortly." (Id.)

         On July 20, 2016, Defendant sent Plaintiff a letter stating that she was entitled to a hearing to dispute the "workplace concerns" (i.e., the "at-risk" findings by the OB/GYN Peer Review Committee) leading to her termination. (Id., ex. 36) Plaintiff initially requested that a hearing be held, and so Defendant retained a Hearing Officer and identified a three-member Hearing Panel. (Id., exs. 37-38) However, the hearing was never conducted, due to a dispute that arose between the parties about the scope of the Hearing Officer's authority to decide certain issues. (Id., exs. 39-41; see also id., ex. 9 at ¶ 23)

         2. Relevant Legal Standards

         Under Delaware law (which applies to all of the claims still at issue here, including Count I's breach of contract claim), in order to establish breach of contract, Plaintiff must demonstrate: (1) a contractual obligation; (2) a breach of that obligation by Defendant; and (3) resulting damage. MM. by Thomas v. Red Clay Consol. Sch. Dist., C.A. No. 18-423 (MN), 2019 WL 2117646, at *4 (D. Del. May 15, 2019) (citing VLIW Tech., LLC v. Hewlett-Packard Co., 840 A.2d 606, 612 (Del. 2003)); Gutridge v. Iffland, 889 A.2d 283, at *4 n.l 1 (Del. 2005). "The proper construction of any contract... is purely a question of law." Rhone -Poulenc Basic Chems. Co. v. Am. Motorists Ins. Co., 616 A.2d 1192, 1195 (Del. 1992). When "the plain language of a contract is unambiguous i.e., fairly or reasonably susceptible to only one interpretation, [courts will] construe the contract in accordance with that plain meaning and will not resort to extrinsic evidence to determine the parties' intentions." BLGH Holdings LLC v. enXco LFG Holding, LLC, 41 A.3d 410, 414 (Del. 2012); see also Riverbend Cmty., LLC v. Green Stone Eng'g, LLC, 55 A.3d 330, 334 (Del. 2012) ("We have long upheld awards of summary judgment in contract disputes where the language at issue is clear and unambiguous.") (internal quotation marks and citation omitted). However, "[w]here reasonable minds could differ as to the contract's meaning ... a factual dispute results and the fact-finder must consider admissible extrinsic evidence [if available], making summary judgment improper." Riverbend Cmty., 55 A.3d at 334 (internal quotation marks and citation omitted).

         3. Discussion

         In this case, there is no dispute that two relevant contracts existed-the Bylaws and the Credentials Manual-or that both parties are bound by the terms of these contracts. (D.I. 127 at 3; D.I. 142 at 2) There are disputes about whether certain conduct of Defendant amounted to a breach of certain provisions of the Bylaws and/or Credentials Manual. And there are also disputes about whether ...

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