United States District Court, D. Delaware
LYNN E. TALLEY, D.O., Plaintiff,
CHRISTIANA CARE HEALTH SYSTEM, Defendant.
Michele D. Allen, ALLEN & ASSOCIATES, Wilmington, DE,
Attorney 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 Defendant.
UNITED STATES MAGISTRATE JUDGE
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
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
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 ¶¶
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.
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.,
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)
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)
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)
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).
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."))
STANDARD OF REVIEW
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).
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).
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).
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. The Court will discuss each Count below in
Breach of Contract (Count I)
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
Plaintiffs Renewal Application, the L.B. Incident and the
Suspension of Plaintiffs Privileges
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.
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
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)
suspension was thereafter reviewed on March 30, 2016 by the
OB/GYN Peer Review Committee,  which determined Plaintiffs
conduct to be "At-Risk Behavior." (Id.,
ex. 7 at CCHS-00129166-67) Then on March 31, 2016, the OB/GYN
Credentials Committee 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") for its
consideration of both proposals. (Id., ex. 15 at
CCHS-00129121; id., ex. 46 at 103-05)
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)
Evaluation of Plaintiffs Application for Renewal of
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)
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)
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) 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)
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
The W.C. and T.D. Incidents and the Termination of Plaintiffs
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)
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)
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))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."
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
Relevant Legal Standards
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
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 ...