Am. Bd. of Internal Med. v. Rushford
| Decision Date | 09 July 2021 |
| Docket Number | CIV. NO.: 19-1943 (SCC) |
| Parties | AMERICAN BOARD OF INTERNAL MEDICINE, ET AL., Plaintiffs, Counterclaim and Third- Party Defendants v. JAIME A. SALAS RUSHFORD, M.D., Defendant, Counterclaim and Third-Party Plaintiff |
| Court | U.S. District Court — District of Puerto Rico |
On January 20, 2021, the Court entered an Opinion and Order, see Docket No. 241, granting the ABIM Parties'1 Motionfor Judgment on the Pleadings ("Motion for Judgment") under Federal Rule of Civil Procedure 12(c) ("Rule 12(c)"), see Docket No. 216, regarding two out of the four claims set forth by Dr. Jaime A. Salas-Rushford ("Dr. Salas-Rushford") in his Counterclaim and Third-Party Complaint ("CTPC"), see Docket No. 33, namely, his Lanham Act claim under 15 U.S.C. § 1125(a) and a general tort claim pursuant to Puerto Rico law.2 While the ABIM Parties' Motion for Judgment also addressed Dr. Salas-Rushford's two remaining claims—a breach of contract claim against ABIM and another general tort claim under Puerto Rico law related to the same against the ABIM Individuals—the Court held in abeyance its determination regarding the fate of these two claims until the ABIM Parties filed before the Court the October 2008 ABIM Policies & Procedures, in addition to any other ABIM Policies & Procedures in effect at the time of the disciplinaryproceedings.3 See Docket No. 241 at pg. 43.
On February 1, 2021, the ABIM Parties complied with this Court's directive ("Motion in Compliance"). See Docket No. 243. With the Motion in Compliance, the ABIM Parties submitted five documents. See Docket Nos. 243-1 to 243-5.4 The Motion in Compliance also included brief descriptions and touched upon certain sections of the attached documents. See Docket No. 243. Dr. Salas-Rushford timely opposition to the Motion in Compliance followed ("Opposition to the Motion in Compliance"). See Docket No. 244.
In his Opposition to the Motion in Compliance, Dr. Salas-Rushford contested the authenticity of the documents that were submitted by the ABIM Parties—those attached at Docket Nos. 243-1 and 243-5—, challenged the grounds for the suspension of his board certification, in view of the portions of the ABIM Policies & Procedures highlighted by the ABIM Parties in their Motion in Compliance, and rehashed several of his arguments concerning the breach of contract and general tort claims. Id. Regarding the choice of law that should guide this Court's inquiry as to the remaining claims, Dr. Salas-Rushford remained steadfast that Puerto Rico law should apply. Id. Dr. Salas-Rushford also requested a hearing to address the Motion in Compliance and once again moved the Court for leave to amend the CTPC.5 Id. Thehearing was held on April 7, 2021. The Court took the matter under advisement, see Docket No. 250, and subsequently ordered the ABIM Parties to authenticate the documents at Docket Nos. 243-1 to 243-5, see Docket No. 251. The ABIM Parties complied with this Court's Order and filed the declarations of Ruth Hafer—an ABIM employee6—and Hara K. Jacobs—outside counsel for ABIM—authenticating the documents at Docket Nos. 243-1 to 243-5. See Docket No. 252.
For the reasons set forth below, the Court GRANTS the ABIM Parties' Motion for Judgment at Docket No. 216 as to Dr. Salas-Rushford's breach of contract and general tort claims and DENIES Dr. Salas-Rushford's request for leave to amend the CTPC.
The Court reminds the Parties that, the journey of this case as well as the standard of review employed when analyzing a motion for judgment on the pleadings pursuant to Rule12(c) were included in our January 20, 2021 Opinion and Order. See Docket No. 241 at pgs. 4-15. The Court therefore incorporates the same by reference without having to repeat it here. Having clarified this, we begin our analysis with Dr. Salas-Rushford's breach of contract claim, followed by his general tort claim. Lastly, we address Dr. Salas-Rushford's request for leave to amend his CTPC.
As a threshold matter, the Court notes that, throughout the briefs filed by Dr. Salas-Rushford addressing the ABIM Parties' Motion for Judgment and Motion in Compliance, in addition to the hearings held in tandem and as pleaded in his CTPC, Dr. Salas-Rushford has maintained, that his breach of contract claim should be analyzed pursuant to Puerto Rico contract law. While it was initially unclear where the ABIM Parties stood regarding this matter, given that in their Motion for Judgment they did not set forth a cohesive argument regarding the choice of law that should apply to the breach of contract claim—for they included case law from the First Circuit and the District of New Jersey when addressing the same—Counsel for the ABIM Parties sustained during the April 7, 2021 hearing that New Jersey law, not Puerto Rico law, would apply.7 However, Counsel for the ABIM Parties did not elaborate on this point and merely stated that the matter had already been addressed in their briefs.8 But the Court does not find that such is the case, particularly because the only reference to the choice of law matter was addressed in cursory fashion by the ABIM Parties in a footnote, see Docket No. 216 at pg. 20 n. 11, where the discussion centered around Dr. Salas-Rushford's general tort claims, not his breach of contract claim. The Court therefore finds it necessary to conduct its own analysis.
The CTPC was originally filed before the District of New Jersey and was subsequently transferred to the District of Puerto Rico pursuant to 28 U.S.C.A. § 1404(a). See Docket No. 173. Generally, a court sitting in diversity applies the substantive law of the forum state, including its choice of law rules. Atlantic Marine Const. Co., Inc. v. U.S. Dist. Court for Western Dist. Of Texas, 571 U.S. 49, 65 (2013); Gasperini v. Ctr. For Humanities, 518 U.S. 415, 427 (1996). However, a transfer under § 1404(a) entails an exception to this norm, for the transferee Court must turn to the law of the jurisdiction where the suit was originally filed. See Ferens v. John Deere Co., 494 U.S. 516, 519 (1990); Van Dusen v. Barrack, 376 U.S. 612 (1964). As highlighted by the Van Dusen court, a transfer pursuant to § 1404(a) is "generally intended, on the basis of convenience and fairness, simply to authorize a change of courtrooms." Id. at 636-37. Accordingly, this Court's choice of law analysis must follow New Jersey's choice of law rules.
New Jersey choice of law rules invoke a two-part test whereby the Court is first instructed to examine the substance of the potentially applicable laws in order to determine if there is an actual conflict between the two. Zydus Worldwide DMCC v. Teva API Inc., 461 F. Supp. 3d 119, 132 (D.N.J. 2020). It is understood that, "[a] conflict arises when there exists a 'distinction' between the substance of the potentially applicable laws." Arcand v. Brother Intern. Corp., 673 F. Supp.2d 282, 293 (D.N.J. 2009) (citing P.V. v. Camp Jaycee, 197 N.J. 132, 143-45, 962 A.2d 453 (2008)). If no such conflict exists, the Court applies the law of the forum state. See Curtiss-Wright Corp. v. Rodney Hunt Co. Inc., 1 F. Supp. 3d 277, 283 (D.N.J. 2014). But if a conflict does in fact exist, the Court moves on to the second prong of the test and examines which jurisdiction has the "most significant relationship" to the claim pursuant to the factors espoused in § 188 of the Restatement (Second) of Conflict of Laws.9 See In re SubaruBattery Dran Prod. Liab. Litig., Civil No. 1:20-cv-03095, 2021 WL 1207791, at *10 (D.N.J. Mar. 31, 2021).
In order to successfully set forth a breach of contract claim under New Jersey law, the following must be pled: (1) a valid contract between the parties; (2) failure of a party to perform its obligations pursuant to the contract; and (3) a causal nexus between the contractual breach and the damages suffered by the other party. Sheet Metal Workers Intern. Ass'n Local Union No. 27, AFL-CIO v. E.P. Donnelly, Inc., 737 F.3d 879, 900 (3d Cir. 2013) (citing Coyle v. Englander's, 199 N.J. Super. 212, 488 A.2d 1083, 1088 (N.J. Super. Ct. App. Div. 1985)). Similarly, the following elements must be pled in order to establish a cause of action for breach of contract under Puerto Rico law: (1) the existence of a valid contract; (2) a showing that said contract was breached by one of the parties; (3) and damages resulting from the breach. R & T Roofing Contractor, Corp. v. Fusco Corp., 265 F. Supp. 3d 145, 154 (D.P.R. 2017).
With this framework in tow, the Court finds that New Jersey law applies, for there is no apparent conflict of law between the two as far as a breach of contract claim is concerned. The Court therefore need not consider the second prong of the two-part test. But even assuming arguendo that Puerto Rico contract law applied, being as the necessary elements to set forth a breach of contract claim pursuant to Puerto Rico law are essentially the same as those under New Jersey law, as the analysis below shows, Dr. Salas-Rushford's claim still misses the mark due to his failure to satisfy a key element necessary to advance a breach of contract claim under both New Jersey and Puerto Rico law, to wit, the purported contractual breach by ABIM.
As noted above, the first element necessary to establish a breach of contract claim is the existence of a valid contract. In order for a valid contract to materialize, the following elements must be present: (1) an offer; (2) acceptance of said offer; and (3) consideration. See Timm v. Wells Fargo Bank, N.A., Civil No. 15-8363, 2016 WL 5852848, at *3 (D.N.J. Sept. 29, 2016) (citing Smith v. SBC Commc'ns Inc., 178 N.J. 265,283, 839 A.2d 850, 861 (2004)).10 In the CTPC, Dr. Salas-Rushford alleges that, in order to become board certified by ABIM, at some point in December of 2008, while in Puerto Rico, he ...
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