Bakare v. Pinnacle Health Hospitals, Inc.

• Decision Date: 24 August 2006
• Docket Number: Civil Action No. 1:03-CV-1098.
• Citation: 469 F.Supp.2d 272
• Parties: Ayodeji O. BAKARE, M.D., Plaintiff v. PINNACLE HEALTH HOSPITALS, INC., et al., Defendants.
• Court: U.S. District Court — Middle District of Pennsylvania

Page 272

469 F.Supp.2d 272

Ayodeji O. BAKARE, M.D., Plaintiff v. PINNACLE HEALTH HOSPITALS, INC., et al., Defendants.

Civil Action No. 1:03-CV-1098.

United States District Court, M.D. Pennsylvania.

August 24, 2006.

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Mary J. Walk, Robert B. Bodzin, Kleinbard, Bell & Brecker, LLP, Philadelphia, PA, for Plaintiff.

Brian P. Downey, Vincent V. Carissimi, Alexandra Makosky, Pepper Hamilton LLP, Harrisburg, PA, Barak A. Bassman, Pepper Hamilton, LLP, Philadelphia, PA, Andrew H. Foulkrod, Leigh A.J. Ellis, S. Walter Foulkrod, III, Foulkrod Ellis Professional Corporation, Michael C. Mongiello, Harrisburg, PA, for Defendants.

MEMORANDUM

CONNER, District Judge.

Presently before the court are motions for summary judgment by defendants — Pinnacle Health Hospitals, Inc., Pinnacle Health System (collectively, "Pinnacle"), Roger Longenderfer, M.D. ("Dr.Longenderfer"), Barry B. Moore, M.D. ("Dr. Moore"), Dana Kellis, M.D. ("Dr.Kellis"), Carl Bronitsky, M.D. ("Dr.Bronitsky"), and David J. Evans, M.D. ("Dr.Evans") — on the antitrust, tortious interference with contract, breach of contract, and defamation claims of plaintiff Ayodeji O. Bakare, M.D. ("Dr.Bakare"). For the reasons that follow, the motions will be granted in part and denied in part.

I. Statement of Facts¹

A. The Parties

Pinnacle Health Hospitals, a non-profit corporation, is a subsidiary of Pinnacle Health System. Pinnacle Health System was created in 1996 by the merger of Harrisburg Hospital, Seidle Memorial Hospital, and Polyclinic Hospital. (Doc. 103 ¶ 4; Doc. 113 ¶ 4; Doc. 105, Ex. GG at 1, 3-4.) Pinnacle owns and operates Harrisburg Hospital and numerous outpatient clinics, including the Women's Outpatient Health Center ("WOHC"), an obstetrics and gynecology ("OB/GYN") outpatient clinic. (Doc. 106, Ex. EEE at 10, 29; Doc. 106, Ex. RRR ¶ 21.)

Dr. Bakare is a licensed physician in Pennsylvania and a board certified OB/ GYN physician. (Doc. 113, Ex. 1 ¶ 5.) When Dr. Bakare began his private medical practice in 1986, he worked part-time at the OB/GYN clinic at Polyclinic Hospital. From 1987 through August 27, 2002,² Dr. Bakare had unrestricted staff privileges at Pinnacle Health Hospitals and/or its predecessors.³ From 1987 through August 30, 2002,⁴ Dr. Bakare also worked as a contract physician at the OB/GYN clinic of Hamilton Health Center ("Hamilton"). (Doc. 113, Ex. 1 ¶¶ 12-16.)

Since July 2001, Dr. Longenderfer has served as the President and Chief Executive Officer of Pinnacle Health System. Previously, Dr. Longenderfer was the Chief Operating Officer and Vice President of Medical Affairs for Pinnacle Health Hospitals. He is an ex-officio member of the Medical Executive Committee ("MEC") of Pinnacle Health Hospitals. (Doc. 103 ¶¶ 5-7; Doc. 113 ¶¶5-7.)

Dr. Kellis has served as the Senior Vice President of Medical Affairs of Pinnacle Health System since August 2001 and is a member of MEC. (Doc. 103 ¶ 8; Doc. 113 ¶ 8.)

Dr. Bronitsky, a licensed OB/GYN physician, was Chairman of Pinnacle Health Hospitals' OB/GYN Department from 2000 until October 2002, when he moved his medical practice to Arizona. (Doc. 103 ¶ 12; Doc. 113 ¶ 12.)

Dr. Moore, a physician specializing in neurosurgery, is a member of the medical staff at Pinnacle Health Hospitals and of MEC. (Doc. 103 ¶ 10; Doc. 113 ¶ 10.)

Dr. Evans, a licensed. OB/GYN physician, was the Chairman of Pinnacle's Quality Assessment ("QA") Committee until he left his Pennsylvania practice in August 2001. He currently practices medicine in Sidney, Ohio. (Doc. 103 ¶ 14; Doc. 113 ¶ 14.)

B. Proposed Combination of Pinnacle and Hamilton's OB/GYN Services

On January 17, 2002, representatives from Pinnacle and Hamilton met to discuss a potential collaboration of their OB/GYN programs. The preliminary collaboration plan contemplated that Hamilton would: (1) assume control of Pinnacle's WOHC, (2) lease from Pinnacle the facilities and equipment utilized by the WOHC, and (3) contract with Pinnacle for back office support services (e.g., billing). In addition, Pinnacle would assist Hamilton with quality assurance programs. (Doc. 103 ¶ 260; Doc. 113 ¶ 260.) In February 2002, Pinnacle and Hamilton exchanged financial information and Pinnacle sent a draft lease for the WOHC facilities and equipment to Hamilton. (Doc. 103 ¶¶ 261-62; Doc. 113 ¶¶ 261-62.) Hamilton used this information to perform a financial analysis of the proposed combination. (Doc. 103 ¶ 263; Doc. 113 ¶ 263.)

Discussions regarding the proposed combination continued during the summer of 2002. Representatives of the Pinnacle and Hamilton Boards met and Hamilton officials toured the WOHC. (Doc. 103 ¶ 264; Doc. 113, ¶ 264.) Then, the first obstacle to the combination arose. Hamilton's financial advisor reported to the Hamilton Board that the combined clinic under Hamilton's control would likely operate at a loss of one million ($1,000,000.00) dollars. On August 20, 2002, Dr. Longenderfer discussed Hamilton's financial concerns, specifically this projected substantial loss, with the Pinnacle Board's executive committee. Dr. Longenderfer informed the executive committee that Pinnacle management was exploring various means of providing financial safeguards to Hamilton. (Doc. 103 ¶ 265; Doc. 113 ¶ 265.)

On September 23, 2002, Pinnacle management presented its Board with a specific proposal for the combination with Hamilton.⁵ The proposal provided: (1) Pinnacle would subsidize Hamilton's losses, up to $1 million the first three years, up to $750,000 the fourth year, and up to $500,000 the fifth year; (2) if Hamilton could not operate without the $1 million subsidy by the fourth year, it "may re"quire Pinnacle Health to resume its program at its previous level;" (3) Pinnacle would receive minority representation on the Hamilton Health Board of Directors; (4) Hamilton would provide 24-7 emergency room coverage at Harrisburg Hospital for medical assistance and uninsured patients who do not have an OB/GYN physician; (5) Hamilton would lease WOHC space at $148,000 per year; and (6) Pinnacle Health would assume a significant role in quality assurance. (Doc. 104, Ex. C at P00229-31.) With this proposal, Pinnacle management sought the approval of Pinnacle's Board "for management to enter into an arrangement with Hamilton Health Center to provide for the consolidation of the respective OB/GYN clinics." (Doc. 104, Ex. C at P00230.) After review of management's proposal, the Pinnacle Board approved the proposal and authorized management to present it to Hamilton. (Doc. 104, Ex. C at P03188-89.)

On September 24, 2002, Dr. Longenderfer presented an overall concept of the potential combination to the Hamilton Board. When asked his view of the most difficult aspect of the transition, Dr. Longenderfer responded that cultural issues would be the most difficult, as it was with the merger of Harrisburg and Polyclinic Hospitals. After Dr. Longenderfer left the Hamilton Board meeting, questions persisted, particularly regarding "concerns about culture and how the physicians could cause the merger between our systems to fail if they were not supportive of the arrangement." (Doc. 113, Ex. 27 at HAM0059-60; Doc. 103 ¶ 273; Doc. 113 ¶ 273.) The collective reaction of the Hamilton Board can be described, at best, as "lukewarm." Ultimately, the Board "voted to authorize staff to continue with discussions with Pinnacle but not to make any commitments." (Doc. 113, Ex. 27 at HAM0060.)

Not surprisingly, there were no further negotiations between Pinnacle and Hamilton regarding the proposed combination of their OB/GYN services. Hamilton chose to discontinue discussions because it was concerned about the financial risks involved and the potentially insurmountable "cultural" conflicts between Hamilton and the WOHC.⁶ (Doc. 106, Ex. III at 51-52, 100.) During the preliminary negotiations, the parties did not initiate the lengthy process of securing necessary government regulatory approvals. (Doc. 103 ¶ 278; Doc. 113 ¶ 278.)

If the proposed combination had occurred, it would have been Hamilton's operation, not Pinnacle's. Therefore, Hamilton would have been responsible for the staffing decisions of the combined OB/ GYN clinic. (Doc. 106, Ex. III at 54, 161; Doc. 106, Ex. MMM at 11; Doc. 106, Ex. FFF at 67.) According to Hamilton's CEO, discussions regarding the selection of staff physicians for the combined clinic had not occurred. (Doc. 106, Ex. III at 54.) Discussions about personnel for the combined operation were limited to staffing patterns, e.g., suggested and budgeted numbers for various positions. (Doc. 113, Ex. 42.) For example, shortly before the execution of the confidentiality agreement between Pinnacle and Hamilton in February 2002, Dr. Kellis met with clinical staff from Hamilton to discuss and to develop possible staffing structures for the combined clinic. (Doc. 113, Ex. 29 at P03039.)

C. The Review of Dr. Bakare's Standard of Care and Subsequent Corrective Action

The QA Committee is a committee of the. Department of Obstetrics and Gynecology that reviews and analyzes quality of care issues to ensure consistent application of appropriate standards of patient care. (Doc. 113, Ex. 13 at 14; Doc. 106, Ex. NNN ¶ 8.) The function of the QA Committee is "to identify a threshold below which most physicians would agree that the care is substandard and above which there may be several levels of acceptable care." (Doc. 104, Ex. E at P03698.) Patient care issues may be referred to the QA Committee by any person in the Pinnacle Health System. (Doc. 106, Ex. WW at 16.) After committee members review patient charts on their own, the QA Committee discusses the cases to determine whether further review is necessary. If so, the QA Committee sends a letter to the doctor involved in the case, requesting a detailed explanation. After receiving a response from the doctor, which normally includes an...