Hrehorovich v. Harbor Hosp. Center, Inc.

• Decision Date: 01 September 1992
• Docket Number: No. 105,105
• Citation: 614 A.2d 1021,93 Md.App. 772
• Parties: , 8 IER Cases 815 Victor R. HREHOROVICH, M.D. v. HARBOR HOSPITAL CENTER, INC., et al. ,
• Court: Court of Special Appeals of Maryland

Page 772

93 Md.App. 772

614 A.2d 1021, 8 IER Cases 815

Victor R. HREHOROVICH, M.D. v. HARBOR HOSPITAL CENTER, INC., et al.

No. 105, Sept. Term, 1992.

Court of Special Appeals of Maryland.

Oct. 30, 1992.

Steven M. Nemeroff (Wortman, Nemeroff & Bulitt, on the brief), College Park, for appellant

R. Dennis Osterman (Richard G. Vernon and Thomas A. Lerner, on the brief), Bethesda, for appellees.

Before BLOOM, ROSALYN B. BELL and HARRELL, JJ.

HARRELL, Judge.

This case arises from a dispute between appellant, Victor R. Hrehorovich, M.D., and his employer, appellee Harbor Hospital Center, Inc. L. Barney Johnson, the President and Chief Executive Officer of the Hospital, is also an appellee in this case. After appellees discharged appellant from his position as Director of the Department of Medicine, appellant asserted several causes of action against them. The Circuit Court for Baltimore City (Noel, J.) granted appellees' motion to dismiss the entire complaint and denied appellant's subsequent motion to alter or amend the judgment. This appeal followed.

Facts

Appellee Harbor Hospital Center, Inc. (the Hospital) manages and operates a hospital in Baltimore under the direction of its Board of Trustees. Appellee L. Barney Johnson is the President and Chief Executive Officer of the Appellant, Victor R. Hrehorovich, M.D., 52, is licensed to practice medicine in Maryland. Since 1976, appellant has been a member of the Hospital's Medical Staff, which is an organization made up of physicians who practice at the Hospital. ¹ The Medical Staff is an entity separate from the Hospital and has its own by-laws, though these by-laws operate to a large extent in conjunction with the Hospital's by-laws.

Hospital and is charged with implementing the decisions of the Board of Trustees and overseeing the daily operations of the Hospital.

From 1976 until 1991, appellant was also employed as the Director of the Department of Medicine. His duties as Director were administrative in nature; he was responsible for the professional and administrative activities within the department and for developing the department's own rules and regulations.

In February 1991, appellant, who was also serving as Chairman of the Medical Staff at the time, communicated to appellees the Staff's concerns about what the Staff considered to be the Hospital's financial and administrative problems. The areas of concern included: appellees' refusal actively to pursue certain goals of a previously expressed strategic plan; reductions in the hospital work force, especially in the number of nurses; delays in X-ray and laboratory reporting; and the lack of effective mechanisms for communication between the Hospital and the Staff.

On 3 April 1991, the Advisory Committee to the Medical Executive Committee ² voted to hold a special meeting of the Medical Staff for the purpose of considering a vote of On 17 April 1991, appellees terminated appellant's employment as Director of the Department of Medicine. Appellant was not given any advance notice of his dismissal. His subsequent attempts to ascertain the precise grounds for his termination were unsuccessful. Since the time of appellant's discharge as Director, his privileges at the Hospital, his membership on the Medical Staff, and his positions as Chairman of the Medical Staff and Chairman of the Medical Executive Committee have remained unaffected.

"No Confidence" with regard to appellee Johnson. Such a vote could have led to Johnson's dismissal. The meeting was scheduled for 18 April 1991. On 13 April 1991, appellees attempted to dissuade the Medical Staff from taking a "No Confidence" vote.

We will include additional facts as necessary in our discussion of the issues presented.

Proceedings Below

After unsuccessful attempts to gain relief through hospital administrative procedures, appellant filed a complaint in the Circuit Court for Baltimore City, asserting causes of action for breach of contract, breach of implied covenant of good faith and fair dealing, wrongful discharge, negligence, and intentional infliction of emotional distress. Pursuant to Maryland Rule 2-322(b)(2), appellees moved to dismiss the complaint for failure to state a claim upon which relief can be granted. Appellant filed an opposition to the motion to dismiss, and appellees followed with a reply memorandum of their own.

On 5 November 1991, the circuit court dismissed appellant's complaint. Appellant timely filed a motion to alter or amend the judgment, pursuant to Rule 2-534. After the parties again exchanged opposition and reply memoranda, the circuit court denied appellant's motion. The circuit court did not issue an opinion with either of its rulings.

Issues

On appeal, appellant has posed several questions. We have consolidated and restated these questions. The first issue is a procedural one:

I. Whether the lower court erred in considering matters outside the complaint in deciding appellees' motion to dismiss for failure to state a claim upon which relief can be granted.

The remaining questions ask whether the lower court erred in granting appellees' motion to dismiss for failure to state a claim upon which relief can be granted as to each of appellant's causes of action. Our disposition of the first issue, however, affects the nature of these remaining issues. Because we conclude that, by its actions, the circuit court impliedly and necessarily transmuted the motion to dismiss into a motion for summary judgment, we treat the lower court's decision as a grant of summary judgment and will review the decision in that light. Accordingly, we combine and rephrase the remaining issues for discussion as follows:

II. Whether the lower court erred in granting summary judgment on each count of appellant's complaint.

After explaining our decision on the first issue, we will discuss the appropriateness of summary judgment for each cause of action separately.

Discussion

I. MOTION TO DISMISS

In his complaint, appellant referred to and relied on certain provisions of the Medical Staff By-laws and the Hospital's Employee Policy Manual (EPM) and alleged that these provisions constituted an enforceable contract of employment between appellant and the Hospital as to the position of Director of the Department of Medicine. In their motion to dismiss, appellees set forth certain other provisions of the Medical Staff By-laws and the EPM that were not referred to by appellant, and some provisions of Appellant responded in his opposition memorandum that on a motion to dismiss the court should not consider any new allegations of fact by appellees. But appellant added that "even if the Court goes beyond the pleadings, the facts in this case and the law in the State of Maryland will require the Court" to conclude that the complaint sufficiently states causes of action.

                the Hospital's By-laws.   Using these facts, they argued that neither the Medical Staff By-laws nor the EPM could serve as a basis for finding that a contract existed between appellant and the Hospital
                

Now, on appeal, appellant claims that for the circuit court to have granted the motion to dismiss, it must have considered the facts set forth by appellees that went beyond appellant's complaint. Because such consideration is not proper for a motion to dismiss, appellant argues, the trial court's decision must be reversed. Appellees, on the other hand, maintain that the trial court could properly examine the documents that form the basis for appellant's complaint "to determine whether those documents, on their face, defeat Appellant's claim as a matter of law." According to appellees, a trial court should not have to decide a case based upon "a view of the tip of the iceberg." In essence, appellees argue that they had the right to "complete" the pleading by providing additional portions of the documents relied on by appellant. This "right," they assert, is similar to the evidentiary "rule of completeness" that permits a party to introduce the remainder of a written or oral statement that the opposing party has introduced into evidence, usually for impeachment purposes. ³

In its Order, the circuit court granted appellees' motion to dismiss after "having considered the Complaint, the submissions of counsel, and being otherwise fully advised[.]" As stated earlier, the court did not issue an opinion with its order.

For reasons we shall explain, we conclude that the trial court's consideration of documents outside the complaint was proper, and that its ruling was in fact a grant of summary judgment. Despite the lack of an opinion by the circuit court explaining its decision, we think that the court treated the motion to dismiss as a motion for summary judgment and determined that appellees were entitled to judgment as a matter of law on all counts.

Appellees have not cited any authority for their position that a defendant must be able to "complete" a pleading that has not set forth all pertinent portions of the documents attached to or referenced by the pleading. Indeed, no such rule exists in Maryland. ⁴ Nevertheless, we find that the trial court's obvious consideration of the additional portions of the documents supplied by appellees in this case was proper under Maryland Rule 2-322(c).

In considering a motion to dismiss for failure to state a claim under Rule 2-322(b)(2), a court must assume the truth of all well pleaded facts and all inferences that can be reasonably drawn from those pleadings. Sharrow v. State Farm Mut. Auto. Ins. Co., 306 Md. 754, 768, 511 A.2d 492 (1986). Rule 2-322(b)(2), of course, serves the same function as the demurrer under former Rules 345 and 371 b. When a defendant demurred under those rules, a court was not permitted to consider additional facts not plead by the plaintiff, especially facts set forth by the defendant in the demurrer. See, e.g., Beach v. Mueller, 32 Md.App. 219, 224, 359 A.2d 232 (1976). A demurrer in which the defendant alleged...