Bryant v. Glen Oaks Medical Center

• Decision Date: 12 May 1995
• Docket Number: No. 1-93-3498,1-93-3498
• Court: United States Appellate Court of Illinois
• Parties: , 208 Ill.Dec. 928 James BRYANT, Plaintiff-Appellant, v. GLEN OAKS MEDICAL CENTER f/k/a Glendale Heights Community Hospital, Inc., Defendant-Appellee.

Page 622

650 N.E.2d 622

272 Ill.App.3d 640, 208 Ill.Dec. 928

James BRYANT, Plaintiff-Appellant, v. GLEN OAKS MEDICAL CENTER f/k/a Glendale Heights Community Hospital, Inc., Defendant-Appellee.

No. 1-93-3498.

Appellate Court of Illinois First District, Fifth Division.

May 12, 1995.

Kamensky & Rubinstein, Lincolnwood (Michael G. Erens, Michael P. Greenwald, Marci A. Firfer, Jeanne G. Toft, of counsel), for appellant.

Ross & Hardies, Chicago (Robert J. Pristave, Mary Clare Bonaccorsi, Amy B. Manning, of counsel), for appellee.

Presiding Justice COUSINS delivered the opinion of the court:

Plaintiff, Dr. James Bryant, appeals from the trial court orders of: (1) March 15, 1993, which: (a) denied defendant, Glen Oaks Medical Center, f/k/a Glendale Heights Community Hospital, Inc.'s motion for summary judgment in its favor on plaintiff's claim for breach of contract; and (b) denied plaintiff's cross-motion for partial summary judgment on his claim for breach of contract; and (2) August 30, 1993, which: (a) granted defendant's renewed motion for summary judgment in its favor on plaintiff's breach of contract claim; (b) denied plaintiff's renewed cross-motion for summary judgment on his breach of contract claim; (c) entered judgment in favor of defendant and dismissed the case with prejudice; and (d) determined that the order was final and that there was no just cause for delaying its enforcement. On appeal, plaintiff contends that the trial court erred in not entering summary judgment for him, but rather for defendant, on his claim for breach of contract.

We affirm.

BACKGROUND

Plaintiff is a board-certified pathologist, duly licensed to practice medicine in the State of Illinois. Defendant is a not-for-profit corporation organized under the laws of the State of Illinois which provides health care services to the public.

In late 1980, plaintiff applied and was accepted to be an active member of defendant's medical staff. At that time, plaintiff was named to the positions of chief pathologist and chairman of defendant's department of pathology. As chairman of defendant's department of pathology, plaintiff also became a member of the executive committee of defendant's medical staff.

On November 10, 1980, and again in the following year, plaintiff, by and through his professional services corporation, James Bryant, M.D., Ltd., entered into year-long contracts with Glendale Heights Community Hospital, defendant's predecessor, whereupon plaintiff became defendant's director of laboratory services. The contracts provided that either party could terminate the agreement without cause and that "[s]hould either party wish to terminate this agreement, both parties agree to give 30 days notice of their intention." After the expiration of the second contract on November 10, 1982, plaintiff continued, until January 11, 1985, as defendant's director of laboratory services without a formal written contract, but rather pursuant to an informal oral agreement. Both parties concede that after November 10, 1982, the nature of the parties' contractual relationship was under an at-will contract.

As defendant's director of laboratory services, plaintiff provided medico-administrative services to defendant and its patients. Plaintiff's medical staff membership and grant of clinical privileges to perform pathology were governed by a set of bylaws adopted by defendant's medical staff in January of 1984 and later approved by defendant's board of trustees. The bylaws define defendant's medical staff as "the formal organization of all licensed physicians * * * who are privileged to attend patients in the hospital." Clinical privileges of persons on defendant's medical staff are defined by the bylaws as "the permission granted to a practitioner to render specific diagnostic, therapeutic, psychiatric, medical, dental, podiatric or surgical services." However, defendant's bylaws also provide that while members of the medical staff who are either employed by defendant or have a contractual relationship with defendant and have medico-administrative duties must be members of the medical staff, "[m]edical staff membership is not contingent on continued employment or contractual arrangement."

In addition, article III, section 2, of the bylaws provides that no member of defendant's medical staff shall have his or her medical staff privileges terminated except in accordance with the bylaws. Article IV, section 1, of the bylaws governing the procedure for hearings and appellate review provides, in pertinent part:

"a. When any practitioner receives notice of a recommendation of the Executive Committee that, if ratified by decision of the governing body, will adversely affect his reappointment to or status as a member of the Medical Staff or his exercise of b. When any practitioner receives notice of a decision by the governing body that will affect his reappointment to status as a member of the Medical Staff or his exercise of clinical privileges, and such decision is not based on a prior adverse recommendation by the Executive Committee of the Medical Staff * * * the practitioner will then be entitled to an appellate review by the governing body * * *."

[208 Ill.Dec. 931] clinical privileges, he shall be entitled to a hearing * * *.

This section also provides that, in order to exercise the right to a hearing:

"The practitioner requesting such a hearing or appellate review must do so in writing within fifteen 15 days after receipt of notice of governing body action. * * * Failure to request a hearing or an appellate review within the specified time period shall constitute a waiver of the practitioner's rights to the same."

Article V, section 1, of the bylaws, provides rules relative to corrective action procedure which state, in relevant part:

"Whenever the activities or professional conduct of any practitioner with clinical privileges are considered to be lower than the standards or aims of the Medical Staff or to be disruptive to the operations of the hospital, corrective action against such practitioner may be requested by any officer of the Medical Staff, by the chief of any service, by the chairman of any standing committee of the Medical Staff, by the president of the hospital, or by the governing body."

The bylaws further state that "hearings provided for in these bylaws are for the purpose of resolving, on an intra-professional basis, matters bearing on professional competency and conduct."

On January 11, 1985, defendant's chief executive officer and president, Mr. Armando A. Chacon, delivered a letter to plaintiff which notified plaintiff of defendant's "intent to terminate [the] contractual relationship" and that on and after January 11, 1985, plaintiff's services to defendant "will not be required." The letter also instructed plaintiff to vacate the director of laboratory services' office and turn in his keys to that office as well as other hospital property in his possession. The letter did not inform plaintiff of the reasons for defendant's decision to terminate its formal contractual relationship with plaintiff. After the letter was delivered to plaintiff on January 11, 1985, plaintiff was free to use the resources of the laboratory only at the specific invitation of another physician, and only for a specific consultation for which he might be called. At no time after the letter was delivered to plaintiff did plaintiff request a hearing under the bylaws and no hearing under the bylaws has ever occurred in this case.

Thereafter, defendant entered into an exclusive provider contract with another pathologist to serve as defendant's director of laboratory services and provide medico-administrative services to defendant and its patients.

On December 18, 1987, plaintiff filed a two-count complaint against defendant. Count I sought damages for breach of contract and alleged that defendant's termination of its contractual relationship with plaintiff violated defendant's bylaws and constituted a breach of contract. It claimed that the bylaws provide that the governing body of defendant shall act on the termination of a staff member only after there has been a recommendation from the medical staff as provided in the bylaws, but defendant's medical staff never made the requisite recommendation of revocation and the governing body never acted on the termination of plaintiff. Count I also asserted that defendant further breached its contract with plaintiff under the bylaws by circumventing the elaborate hearing and appellate review procedure afforded to plaintiff under the bylaws. Count II sought damages for the tort of retaliatory discharge. ¹

On February 1, 1988, defendant filed a motion to dismiss both counts of plaintiff's On June 1, 1988, the trial court entered an order which denied defendant's motion to dismiss plaintiff's claim for breach of contract.

[208 Ill.Dec. 932] complaint. Relative to plaintiff's claim for breach of contract, defendant alleged that plaintiff's complaint was legally insufficient because plaintiff did not allege that defendant ever officially terminated plaintiff's medical staff privileges. In addition, defendant averred that even assuming arguendo that defendant's bylaws are applicable to plaintiff and create a contract between plaintiff and defendant, plaintiff's complaint is still legally insufficient because it did not allege that defendant ever officially terminated plaintiff's medical staff privileges in violation of the bylaws.

Following some interim pleadings, discovery, and orders, on January 9, 1990, plaintiff filed an amended complaint against defendant. The amended complaint again sought damages for breach of contract and averred that defendant's termination of its contractual relationship with plaintiff violated defendant's bylaws and constituted a breach of contract because defendant's medical staff never made a recommendation of revocation to the governing body as required...