Haig v. Dartmouth-Hitchcock Med. Ctr.

• Decision Date: 31 January 2023
• Docket Number: Civil Action 2:19-cv-179-kjd
• Parties: Andrew Haig, MD, Plaintiff, v. Dartmouth-Hitchcock Medical Center, Dartmouth-Hitchcock Clinic, Mary Hitchcock Memorial Hospital, and Dartmouth-Hitchcock Health, Defendants.
• Court: U.S. District Court — District of Vermont

Andrew Haig, MD, Plaintiff, v. Dartmouth-Hitchcock Medical Center, Dartmouth-Hitchcock Clinic, Mary Hitchcock Memorial Hospital, and Dartmouth-Hitchcock Health, Defendants.

Civil Action No. 2:19-cv-179-kjd

United States District Court, D. Vermont

January 31, 2023

OPINION AND ORDER (DOC. 50)

Kevin J. Doyle, United States Magistrate Judge

Plaintiff Andrew Haig, MD, brings this action against Defendants Dartmouth-Hitchcock Medical Center, Dartmouth-Hitchcock Clinic, Mary Hitchcock Memorial Hospital, and Dartmouth-Hitchcock Health (collectively “Dartmouth”) for breach of contract, promissory estoppel, and negligent misrepresentation. Dr. Haig asserts that Dartmouth extended him an offer of future employment and, after Dr. Haig's acceptance and detrimental reliance, reneged on that offer. (See Doc. 1 at 13-14.) For relief, Dr. Haig seeks payment of damages suffered including lost wages and loss of business income payment of expenses incurred in preparing to start work at Dartmouth, cooperation from Dartmouth to repair Dr Haig's reputation, and interest. (Id. at 15-16.)

Pending before the Court is Dartmouth's Motion for Summary Judgment (Doc. 50), which seeks dismissal of all claims. For the reasons explained below, Dartmouth's Motion is GRANTED with respect to the breach of contract claim and DENIED with respect to the promissory estoppel and negligent misrepresentation claims.

Factual Background

The following facts are principally drawn from the parties' Statements of Facts, and the documents referenced in the Statements of Facts. (See Docs. 50-2, 55-1.) The Court draws all factual inferences in favor of Dr. Haig, as the non-moving party, in accordance with the summary judgment standard. See Anderson v. Liberty Lobby, Inc., 477 U.S. 242, 255 (1986) (holding that on summary judgment “[t]he evidence of the non-movant is to be believed and all justifiable inferences are to be drawn in his favor”).

Dr Haig has over twenty years of experience as a physician and is board certified in Physical Medicine and Rehabilitation (PM&R), a medical specialty that provides integrated, multidisciplinary care aimed at restoring function for disabled patients.^[1] (Doc. 55-1 at 1, ¶ 1.) He also has significant experience in Occupational Medicine, which focuses on the prevention and treatment of diseases and injuries occurring at work or in specific occupations. (Id. at 2, ¶ 1a.) In 2010, Dr. Haig sought employment as a PM&R physician at Dartmouth but was not offered the position. (Id. ¶¶ 3-4.) As part of his application for that position, Dr. Haig sent a letter to Dartmouth criticizing its deficiencies in the area of PM&R. (Id. ¶ 5; see Doc. 50-4 at 3 (“I've become quite familiar with the long history of Dartmouth's failure to support [PM&R]”; “Dartmouth's structure strangles [PM&R] and thus harms itself.”).)

In February 2017, Dr. Haig applied for a pain program director position at Dartmouth, again hoping Dartmouth was interested in building a PM&R program. (Doc. 55-1 at 2, ¶ 8.) Dr. Haig was not offered the position. (Id. at 3, ¶ 10.)

Soon thereafter, Dr. Haig formed Haig Physical Medicine, PLC, where he began providing PM&R treatment to patients in Williston, Vermont starting in or around May 2017. (Id. ¶¶ 11-12.) In December 2017, Dr. Haig formed Haig Consulting (id. ¶ 13), an entity designed to enter into contracts with hospitals, health care systems, and insurance companies located internationally and in New England to “build programs in pain and rehabilitation” (Doc. 50-32 at 7:10-14; see Doc. 55-2 at 5, ¶ 7).

In May 2018, Dr. Haig again sought a position at Dartmouth, this time with Dartmouth's Pain and Spine Center. (Doc. 55-1 at 3, ¶ 15.) He was not offered the position. (Id.)

In late 2018, Dartmouth was searching for a new section chief for its Occupational and Environmental Medicine (OEM)^[2] Section, a section within Dartmouth's Department of Medicine, because the current chief was set to retire at the end of that year. (Id. at 5, ¶ 21.) After the retirement and while the search for a new section chief was ongoing, the position was filled internally by Dr. Carolyn Murray on an interim basis until June 1, 2019. (Id. ¶¶ 22, 22b.) On October 11, 2018, Dr. Haig emailed Dr. Maria Padin, Dartmouth's Chief Medical Officer, to express his interest in the OEM section chief position. (Id. ¶ 23.) On the same date, Dr. Karen Huyck, a Dartmouth physician in the OEM section, contacted Dr. Richard Rothstein, Chief of Dartmouth's Department of Medicine and the person primarily responsible for hiring physicians within the Department, to suggest that Dr. Haig be considered for the OEM section chief position. (Id. ¶ 24; see id. at 4, ¶¶ 16, 19.) Although Dr. Rothstein was aware that Dr. Haig was a physiatrist^[3] and not an OEM doctor, he decided to consider Dr. Haig for the OEM section chief position. (Id. at 6, ¶ 26.)

On October 22, 2018, Dr. Rothstein spoke with Dr. Haig about the OEM section chief position, and the two discussed the possibility of eventually adding certain PM&R responsibilities to the position, given Dr. Haig's focus on PM&R rather than OEM. (Id. at 7, ¶¶ 29-30.) In mid-November 2018, Dr. Haig completed a first round of interviews at Dartmouth for the OEM section chief position. (Id. at 8, ¶ 33.) The interviews went well, other than some concerns that Dr. Haig did not have enough OEM experience. (Id.)

On February 11, 2019, Dr. Haig interviewed at Dartmouth again, including with Dr. Edward Merrens, Dartmouth's Chief Clinical Officer, and Dr. Maria Padin, Dartmouth's Chief Medical Officer, each apparently forming a favorable impression of Dr. Haig. (Id. at 12, ¶ 49.) On the same date, Dr. Rothstein and Dr. Haig met for a second time; and Dr. Rothstein told Dr. Haig that he wanted him to be the next OEM section chief. (Id. at 10, ¶ 43.) In addition, according to Dr. Haig, Dr. Rothstein asked Dr. Haig “to move with all dispatch to apply for his New Hampshire medical license,” which Dr. Haig did.^[4] (Id. at 14, ¶ 59a.) Dr. Rothstein made clear to Dr. Haig, however, that there were several matters yet to be resolved, including how Dr. Haig's administrative, clinical, and academic time would be allocated and how conflicts of interest concerning Dr. Haig's clinical and consulting practices would be managed. (Id. at 10, ¶ 43.) According to Dartmouth, although Dr. Rothstein “was confident [at this time] that the deal eventually would get done,” Dr. Haig's employment as OEM section chief would “not be a ‘done deal'” unless and until the above matters, along with other issues, were resolved and an employment agreement was drafted, reviewed, and signed. (Id. ¶ 44.)

Dr. Haig disputes that his employment as OEM section chief was not a “done deal” as of his February 11^[5] meeting with Dr. Rothstein, claiming that at that meeting, Dr. Rothstein extended a verbal offer of employment as OEM section chief to Dr. Haig and Dr. Haig accepted that offer.^[6] (Id. at 10-11, ¶¶ 44a-b.) Dr. Haig further claims that, at their February 11 meeting, he and Dr. Rothstein agreed upon the material terms of Dr. Haig's employment with Dartmouth, including his salary ($300,000, guaranteed for two years), the term of the agreement (one year), and the start date (June 1 or July 2019). (Id. at 11, ¶ 44b; 11-12, ¶ 48; 14, ¶ 59a.) According to Dr. Haig, this manner of entering into an employment agreement was consistent with Dartmouth's practice of making a verbal offer of employment to a candidate once certain terms, including salary, were determined, and working out the other details later. (Id. at 9, ¶¶ 36a-b.)

On February 13, Dr. Rothstein reported to several interested parties at Dartmouth that they were ready to start work on an “offer letter,” i.e., an employment contract, for Dr. Haig. (Id. at 12, ¶ 49.) On February 15, Dr. Haig emailed Dr. Rothstein to confirm that they had “agreed to move along with contract negotiations and other aspects of [building an occupational medicine program and launching PM&R at Dartmouth].” (Doc. 50-13 at 1.) Dr. Haig attached to the email a detailed letter, dated February 14, in an effort “[t]o help . . . along” the negotiation process, stating in the email: “it[']s a start.” (Id.) In the letter, Dr. Haig stated that he was “delighted that we're coming closer to joining forces to build occupational and rehabilitation medicine at Dartmouth-Hitchcock,” that “we're [now] at the point of sorting out details,” and that “[w]e both agree that we should come to a formal agreement as soon as possible.” (Id.) Dr. Haig further stated in the letter that he would need “assurances” that he would have a secure job at Dartmouth for five years before he would “feel secure in taking the personal risk” of taking on the new role as OEM section chief at Dartmouth. (Id.) In his Opposition to Dartmouth's Motion for Summary Judgment, however, Dr. Haig states that this statement about his need for a five-year term of employment with Dartmouth was not accurate as of the date he sent the February 14 letter to Dr. Rothstein. (Doc. 55 at 6 n.5.) Rather, Dr. Haig claims that he and Dr. Rothstein agreed at their February 11 meeting-notwithstanding the contrary language in Dr. Haig's February 14 letter-that the term of employment was one year. (Doc. 55-1 at 11, ¶ 44b.)

Dr Haig's February 14 letter also states that he would “begin the process for a New Hampshire [medical] license,” which he understood would take three months (Doc. 50-13 at 2), but that he would not “begin to mothball Haig Physical Medicine” until there was a signed contract (id. at 4). (See Doc. 55-1 at 14, ¶ 60.) Finally, the February 14 letter discusses certain issues that had not yet been determined: when Dr. Haig would start employment with Dartmouth, how Dartmouth and...