Talley, D.O. v. Christiana Care Health System et al

Filing 100

MEMORANDUM OPINION re Motion to Dismiss (D.I. 70 ). Signed by Judge Christopher J. Burke on 2/19/2019. (dlb)

IN THE UNITED STATES DISTRICT COURT
FOR THE DISTRICT OF DELAWARE
LYNNE. TALLEY, D .O. ,

)

)
Plaintiff,

)

)
V.

)

Civil Action No. 17-926-CJB

)
CHRISTIANA CARE HEALTH SYSTEM, )
MATTHEW K. HOFFMAN, MD, and
)
KENNETH L. SILVERSTEIN, MD,
)

)
Defendants.

)

Michele D. Allen and Catilyn E . Quinn, ALLEN AND ASSOCIATES, Hockessin, DE,
Attorneys 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 HAMIL TON LLP, Philadelphia,
PA, Attorneys for Defendants.

MEMORANDUM OPINION

February 19, 2019
Wilmington, Delaware

~~.~
BURKE, United States Magistrate Judge
In this action, Plaintiff Lynn Talley ("Plaintiff') now presses only Delaware state law
claims against Defendants Matthew K. Hoffman, M.D. ("Dr. Hoffman"), Kenneth L. Silverstein,
M.D. ("Dr. Silverstein") and Christiana Care Health System ("Christiana Care") (collectively,
"Defendants"). In the operative Second Amended Complaint (" SAC"), Plaintiff alleges breach
of contract against Christiana Care (Count I), defamation against Christiana Care (Count II),
interference with prospective economic advantage against all Defendants (Count III), tortious
interference with contractual relations against all Defendants (Count IV), and breach of the
covenant of good faith and fair dealing (Count V) against Christiana Care. (D.I. 67) Presently
before the Court is Defendants Dr. Hoffman and Dr. Silverstein's (collectively, the "Individual
Defendants") Motion to Dismiss Counts III and IV of the SAC against them, which is filed
pursuant to Federal Rule of Civil Procedure 12(b)(6) (the "Motion"). 1 (D.I. 70) For the reasons
set forth below, the Court GRANTS the Motion with prejudice.

I.

BACKGROUND
A.

Factual Background
1.

The Parties

Plaintiff is a board-certified physician in the field of obstetrics and gynecology ("OBGYN" or "OB/GYN"). (D.I. 67 at ,r,r 2, 15) She is a resident of Pennsylvania and previously
had a private practice in Newark, Delaware. (Id. at ,r,r 2, 10)

Defendant Christiana Care is not a party to the instant Motion. (D.I. 70)
2

Christiana Care, a teaching hospital, is a private, non-profit corporation with its
headquarters located in Newark, Delaware. (Id. at ,r,r 3, 34) 2 Dr. Hoffman works in Delaware as
the Chair of Obstetrics and Gynecology at Christiana Care. (Id. at ,r 4) Dr. Silverstein works in
Delaware as the Chief Clinical Officer of Christiana Care. (Id. at ,r 5)

2.

Plaintiff's Tenure at Christiana Care and the Events Leading to Her
Termination

Plaintiff, a member of the Medical-Dental Staff at Christiana Care from 1982 until her
termination on July 15, 2016, was granted privileges to practice medicine at Christiana Care in
accordance with the Medical-Dental Staff Bylaws ("Bylaws") and the Medical-Dental Staff
Credentials Manual ("Credentials Manual"). (Id. at ,r,r 16-17)
As is set out in the SAC, Plaintiff's tenure with Christiana Care was rocky at times. The
SAC describes how Plaintiff: (1) was at one point placed on a "Focused Professional Practice
Evaluation[;]" (2) was required in 2014 to take a voluntary leave of absence; and (3) was
removed from the teaching service for four weeks in 2015, due to complaints made against her
by residents. (Id. at ,r,r 25, 27-28, 43-44) In various ways, Plaintiff alleges that these negative
employment actions were not due to her fault, but due to the wrongful acts of her colleagues.
(Id.)

Then, around March 24, 2016, Christiana Care precautionarily suspended Plaintiff by
way of a letter sent to Plaintiff by Dr. Silverstein. (Id. at ,r 47; D.I. 71 , ex. A) According to the
letter, this suspension came about because, inter alia, Plaintiff had not appropriately handled a
Cesarean Section that Plaintiff performed on a patient on March 15, 2016, and because, more

2

Although the SAC alleges that Defendant Christiana Care is itself a teaching hospital,
Christiana Care is the parent of an entity that runs a teaching hospital on various campuses, one
of which (Christiana Hospital) is where the events at issue here took place. (D.I. 61 at 2-3 n.1)
3

generally, Plaintiff's behavior and interactions did not promote a working environment that was
" 'conducive to team-based patient care"' or to the "' education of residents .'" (D.I. 67 at 150;
D.I. 71 , ex. A) Because her privileges were now suspended, Plaintiff had to seek immediate
coverage for her patients. (D.I. 67 at 154) Plaintiff asserts that Christiana Care' s ultimate
intention with this suspension was for its OB-GYN hospitalists and its OB-GYN group in
Greenville, Delaware to absorb Plaintiff's patients. (Id. at 156)
Meanwhile, Plaintiff alleges that on or about April 21, 2016, Dr. Hoffman was sent a
report via e-mail regarding provider Cesarean Section rates for the period January 2013 through
2016. (Id. at 173) According to the data in the report, Plaintiff had performed 470 procedures
during the listed time period. (Id. at 175) Plaintiff thus alleges that Dr. Hoffman was aware of
the contractual relationship that Plaintiff had with these patients, and that he had every reason to
believe that Plaintiff would have continual relationships with those patients going forward. (Id.
at 176)
Around the same time that Plaintiff had been suspended, her privileges at Christiana Care
were up for renewal. (Id. at 177) Plaintiff alleges that on April 19, 2016, the "OB/GYN
Credentials Committee" recommended that she be given a four-month conditional renewal of
privileges. (Id. at 179) She then asserts that on April 20, 2016, Dr. Hoffman presented the
OB/GYN Credentials Committee's "purported ' recommendation'" to the Staff Credentials
Committee and that the Staff Credentials Committee "relied upon those representations and
accepted the ' recommendations ' without modification." (Id. at 180)
On May 9, 2016, Christiana Care' s Board of Directors in fact renewed Plaintiff's
privileges for four months, conditioned on Plaintiff's satisfaction of several requirements. (Id. at

1179-80; D.I. 71 , ex. B) Plaintiff alleges that, in taking this step, the Board of Directors "also
4

subsequently relied upon [Dr. Hoffman's] representations when they accepted and adopted the
'recommendations['] of the OB/GYN Credentials Committee." (D.I. 67 at ,r 80) One of the
Board of Directors' requirements was that Plaintiff have "no further workplace concerns
regarding behavioral or clinical issues found by the Dept. of OB/GYN peer review committee to
constitute at risk or reckless behavior." (D.I. 71, ex. B) Plaintiffs suspension was thus lifted
and she returned to work at Christiana Care. (D.I. 67 at ,r,r 69-70)
But then on July 13, 2016, Dr. Hoffman called Plaintiff and informed her that she would
be terminated from the Medical-Dental Staff of Christiana Care, effective July 15, 2016 at 5:00
p.m. (Id. at ,r 83) On the same date (July 13, 2016), Dr. Silverstein sent a letter to Plaintiff,
which reiterated that Plaintiffs privileges would be terminated as of July 15. (Id. at ,r 94; D.I.
71, ex. B)3 The letter explained that Christiana Care's Board had previously approved a renewal
of Plaintiffs privileges only on certain conditions previously-referenced above, (D.I. 71, ex. B),
and stated that on July 12, 2016, "the Professional Excellence Committee ... reviewed two
workplace concerns [and] determined that [they] were substantiated and constituted unacceptable
at-risk behavior[,]" (id.). The letter then explained that Plaintiffs "medical staff membership
and clinical privileges have been revoked." (Id.)
Plaintiff alleges that her termination was contrary to the Credentials Manual and Bylaws,
because the decision was "not reviewed by any reviewing committee, including but not limited

3

Although they are not attached as exhibits to the SAC, Individual Defendants included a
copy of the July 15, 2016 letter and the March 24, 2016 letter as exhibits to their opening brief.
(D.I. 71, exs. A & B) The letters are referenced in the SAC and Plaintiffs claims are clearly
"based on" the letters, (D.I. 67 at ,r,r 50, 94); thus, the Court may consider the contents of the
letters when reviewing this Rule 12(b)(6) Motion. See Pension Benefit Guar. Corp. v. White
Consol. Indus., Inc., 998 F. 2d 1192, 1196 (3rd Cir. 1993). The Court has thus cited to the letters
in this Factual Background section.
5

to the Medical Executive Committee[.]" (D.I. 67 at~ 87) She asserts that prior to any change
affecting her staff privileges, either Dr. Hoffman or the designated departmental committee was
required to report in writing the grounds suggesting the need for corrective action against her,
and that such report should include reference to: (1) the findings of any investigation of that
conduct; (2) any prior peer reviewed actions to date; and (3) any recommended
corrective/disciplinary action. (Id. at~ 89) But according to Plaintiff, no such report was ever
prepared by Dr. Hoffman or others, prior to her termination. (Id. at ~ 90) And according to
Plaintiff, if any such report was generated, it should have b!;!en submitted to and considered by
the Staff Credentials Committee and (if that committee decided that further corrective or
disciplinary action was necessary) the Medical Executive Committee. (Id. at~ 91) According to
Plaintiff, however, no committee, including the Staff Credentials Committee or the Medical
Executive Committee, made any recommendation regarding the termination of her privileges.
(Id. at~~ 92-93) Instead, according to Plaintiff, Dr. Silverstein "took unilateral action" to
terminate her privileges. (Id. at~ 94)
B.

Procedural Background

On July 10, 2017, Plaintiff filed her initial Complaint. (D.I. 1) The case was referred to
the Court on July 12, 2017 for handling through case-dispositive motions. The parties thereafter
jointly consented to the Court' s jurisdiction to conduct all proceedings in the case. (D.I. 11)
After Plaintiff filed a First Amended Complaint ("FAC"), (D.I. 17), Defendants
countered with a motion to dismiss Counts I-VIII of the FAC (the "first motion to dismiss").
(D.I. 22) In a Memorandum Opinion 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 Count I,
which alleged a violation of Section 1 of the Sherman Antitrust Act. Additionally, in a separate
6

Memorandum Opinion issued on October 17, 2018, (D.I. 63; D.I. 64), the Court addressed the
frrst motion to dismiss as it related to Count II' s breach of contract claim, Count III and VIII' s
procedural due process claims, Count IV's defamation claim, Count V ' s intentional infliction of
emotional distress claim, Count VI's interference with prospective economic advantage claim,
and Count VII' s tortious interference with contractual relations claim. The Court granted the
first motion to dismiss with prejudice regarding Counts III and VIII's procedural due process
claims as to all Defendants, granted the motion without prejudice regarding Count V's
intentional infliction of emotional distress claim as to all Defendants, granted the motion without
prejudice regarding Counts VI and VII' s tortious interference claims as to the Individual
Defendants, and denied the motion regarding Count II as to Defendant Christiana Care and
regarding Counts IV, VI and VII as to Defendant Christiana Care. (D.I. 64)
Thereafter, Plaintiff filed the SAC on November 2, 2018, which includes Count III and
IV-the two tortious interference claims that are at issue in the instant Motion. (D.I. 67) The
Individual Defendants filed the instant Motion on December 3, 2018. (D.I. 70) The Motion was
fully briefed as of December 24, 2018. (D.I. 85)

II.

STAND ARD OF REVIEW
Pursuant to Rule 12(b)(6), a party may move to dismiss the plaintiff's complaint based on

the failure to state a claim upon which relief can be granted. Fed. R. Civ. P. 12(b)(6). The
sufficiency of pleadings for non-fraud cases is governed by Federal Rule of Civil Procedure 8,
which requires "a short and plain statement of the claim showing that the pleader is entitled to
reliefI.]" Fed. R. Civ. P. 8(a)(2). In order to survive a motion to dismiss pursuant to Rule
12(b)(6), "a complaint must contain sufficient factual matter, accepted as true, to state a claim to
relief that is plausible on its face." Ashcroft v. Iqbal, 556 U.S . 662, 678 (2009) (internal
7

quotation marks and citation omitted).
In assessing such a motion, first the court separates the factual and legal elements of a
claim, accepting "all of the complaint's well-pleaded facts as true, but [disregarding] any legal
conclusions." Fowler v. UPMC Shadyside, 578 F.3d 203, 210-11 (3rd Cir. 2009). Second, the
court determines "whether the facts alleged in the complaint are sufficient to show that the
plaintiff has a 'plausible claim for relief. "' Id. at 211 (quoting Ashcroft, 556 U.S. at 679). A
plausible claim does more than merely allege entitlement to relief; it must also demonstrate the
basis for that "entitlement with its facts ." Id. Thus, a claimant' s "obligation to provide the
'grounds' of his 'entitle[ment] to relief requires more than labels and conclusions, and a
formulaic recitation of the elements of a cause of action will not do[.]" Bell At!. Corp. v.

Twombly, 550 U.S. 544, 555 (2007) (internal quotation marks and citations omitted).

III.

DISCUSSION
As noted above, with their Motion, the Individual Defendants seek dismissal as to them

of Counts Ill's claim for interference with prospective economic advantage and Count IV's
claim of tortious interference with contractual relations. Below, the Court will first set out the
relevant legal standards applicable to the Motion as well as the Individual Defendants'
arguments for dismissal. Thereafter, the Court will assess whether, pursuant to the applicable
law and the content of the SAC, Counts III and IV should be dismissed.

A.

Relevant Legal Standards and Individual Defendants' Arguments

In order to sufficiently plead Count III' s claim under Delaware law for interference with
prospective economic advantage, Plaintiff must set out facts that plausibly establish: "(a) the
reasonable probability of a business opportunity, (b) the intentional interference by defendant
with that opportunity, (c) proximate causation, and (d) damages[.]" DeBonaventura v.
8

Nationwide Mut. Ins. Co., 428 A.2d 1151, 1153 (Del. 1981); see Organovo Holdings, Inc. v.
Dimitrov, 162 A.3d 102, 122 (Del. Ch. 2017). Additionally, in order to sufficiently plead Count

IV's claim of tortious interference with contractual relations, Delaware law requires Plaintiff to
sufficiently plead the following elements: "(1) a contract, (2) about which defendant knew, and
(3) an intentional act that is a significant factor in causing the breach of such contract, (4)
without justification, (5) which causes injury." Bhole, Inc. v. Shore Investments, Inc., 67 A.3d
444,453 (Del. 2013) (internal quotation marks and citation omitted) (emphasis omitted); see also
Arunachalam v. Pazuniak, Civil Action No. 15-259-RGA, 2018 WL 4603265, at *4 (D. Del.

Sept. 25, 2018).
In bringing the instant Motion, Individual Defendants claim that Counts III and IV
"should be dismissed ... because they constitute impermissible attempts by Plaintiff to bootstrap
her contract claims against Christiana Care into tort claims against the Individual Defendants."
(D.I. 71 at 5) In making this argument, Individual Defendants are relying upon what is known as
the "bootstrapping doctrine." Delaware courts have explained the basis for this doctrine by
noting that "a plaintiff bringing [a] claim based entirely upon a breach of the terms of a contract
generally must sue in contract, and not in tort" and that "[i]n preventing gratuitous
'bootstrapping' of contract claims into tort claims, courts recognize that a breach of contract will
not generally constitute a tort." Delaware State Univ. Student Hous. Found. v. Ambling Mgmt.
Co., 556 F. Supp. 2d 367, 377 (D. Del. 2008) (quoting Data Mgmt. Internationale, Inc. v.
Saraga, C.A. No. 05C-05-108, 2007 WL 2142848 (Del. Supr. July 25, 2007)). Thus, pursuant to

the bootstrapping doctrine, although the same conduct may give rise to a breach of contract claim
and a tortious interference claim, "a plaintiff bringing [a tortious interference] claim must allege
breach of an independent duty imposed by law, rather than a duty which arises ... by mere
9

agreement of the parties." Dynamis Therapeutics, Inc. v. Alberto-Culver Int'! Inc., No. CIV.A.
09-773-GMS, 2010 WL 3834405, at *5 (D. Del. Sept. 24, 2010) (intero.al quotation marks and
citation omitted). In other words, in attempting to satisfy the intentional, wrongful interference
elements of Counts III and IV, Plaintiff must allege wrongful conduct that amounts to something
beyond that constituting a breach of her contract with Christiana Care. Id. (citing cases).
Individual Defendants argue that Plaintiff has not done so here. Instead, they assert that
"Plaintiffs claims for tortious interference with prospective business relations and tortious
interference with contract each fail to state a claim because the SAC does not allege conduct by
Individual Defendants in violation of any duty independent of Christiana Care's Bylaws and
Credentials Manual." (D .I. 71 at 6- 7)

B.

Discussion

In responding to Individual Defendants' arguments, Plaintiff acknowledges the existence
of the bootstrapping doctrine in Delaware law. (D.I. 78 at 5) And she also acknowledges that, to
avoid running afoul of that doctrine, she must allege the breach of an independent duty imposed
by law in order to successfully plead Counts III and IV against these Defendants. (Id.) In
arguing that she has overcome this hurdle in the SAC, Plaintiff asserts that the independent
breach at issue is "Dr. Hoffman's misrepresentations to the OB/GYN Credentials [C]ommittee
regarding [Plaintiffs] privileges[,]" which "ultimately led to the termination of Dr. Talley's
privileges to practice at" Christiana Care. (Id.) This independent act, she argues, "sounds in tort,
more specifically misrepresentation, not breach of contract." (Id.)
The Court finds Plaintiffs argument unavailing. For one thing, this alleged act of
misrepresentation has nothing to do with Dr. Silverstein, so the Court does not see how it could
save Counts III and IV as to that Defendant. (D.I. 85 at 2 n.2)
10

But even as to Dr. Hoffman, Plaintiffs position does not hold water. This is because, as
Individual Defendants note, (D.I. 85 at 1), the SAC simply never alleges that Dr. Hoffman made
any misrepresentations to the OB/GYN Credentials Committee. Indeed, as Individual
Defendants point out, the word "misrepresentation" does not appear even one time in the SAC.

(Id.) In paragraphs 79 and 80 of the SAC, the pleading does state that the OB/GYN Credentials
Committee recommended in April 2016 that Plaintiff be given a four-month conditional renewal
of her privileges, and it goes on to note that Dr. Hoffman presented that "purported
'recommendation'" to the Staff Credentials Committee (who, in turn, "relied upon those
representations and accepted and adopted the ' recommendations"' without modification). (D.I.
67 at ,r,r 79-80) But nowhere in those paragraphs, or anywhere else in the SAC, does Plaintiff
affirmatively assert that Dr. Hoffman misrepresented any fact to the OB/GYN Credentials
Committee (or to the Staff Credentials Committee). 4 Nor does the SAC discuss or describe how
Dr. Hoffman' s conduct purportedly satisfies the other elements of a claim for intentional or
negligent misrepresentation under Delaware law. Put simply, Plaintiffs claims in Counts III and
IV against the Individual Defendants cannot be saved by allegations that Plaintiff never made.

See Santomenno ex rel. John Hancock Tr. v. John Hancock Life Ins. Co. (US.A) , 768 F.3d 284,
290 (3rd Cir. 2014) (" [A] court considering a motion to dismiss under Rule 12(b)(6) may
consider only the allegations contained in the pleading to determine its sufficiency"). 5

4

Indeed, the SAC does not describe any representations that Dr. Hoffman made to
the OB/GYN Credentials Committee of any kind.
5

Moreover, as Individual Defendants note, the content of Counts III and IV does
otherwise suggest that these claims really are based on acts that are asserted to be breaches of
Plaintiffs contract with Defendant Christiana Care. Both Counts include the following
paragraphs, which appear to set out the intentional act, sounding in breach of contract, which is
said to give rise to the tort claims at issue: (1) "Defendants intentional violation of Plaintiffs
11

IV.

CONCLUSION
For the reasons set out above, the Court GRANTS Individual Defendants' Motion;

Counts III and IV against them shall be dismissed. The dismissal shall be with prejudice, as
Plaintiff has now had two chances to correct deficiencies in these claims against the Individual
Defendants, yet she has not been able to do so. (D.I. 71 at 8-10) Indeed, in her briefing, Plaintiff
did not seek further leave to amend if her claims at issue here were found wanting. For these
reasons, any further opportunity to amend would be futile.
An appropriate Order shall issue.

rights as set forth in the By-laws and Credentials Manual caused Plaintiffs staff privileges and
credentials to be terminated and as a result intentionally interfered with Plaintiffs business
opportunities she had a reasonable probability with in the future[,]" (Count III); and (2)
"Defendants intentional violation of Plaintiffs rights as set forth in the By-laws and Credentials
Manual caused Plaintiffs staff privileges and credentials to be terminated and as a result
intentionally induced Plaintiffs and caused Plaintiffs patients to terminate their contractual
relationship with her" (Count IV). (D.I. 67 at ,r,r 147, 165)
12