Kassner v. Kadlec Reg'l Med. Ctr.
| Decision Date | 15 February 2012 |
| Docket Number | NO: CV-11-5114-RMP,: CV-11-5114-RMP |
| Court | U.S. District Court — District of Washington |
| Parties | JULIAN P. KASSNER, M.D. Plaintiff, v. KADLEC REGIONAL MEDICAL CENTER, a nonprofit corporation; KADLEC HEALTH SYSTEM, a nonprofit corporation; and COLUMBIA BASIN IMAGING, P.C. a professional corporation, Defendants. |
DEFENDANTS' MOTIONS
This matter comes before the Court on a motion to dismiss for failure to state a claim, ECF No. 20, by Defendants Kadlec Regional Medical Center and Kadlec Health System (collectively, "Kadlec"), a motion to compel arbitration, or in the alternative, dismiss the matter, ECF No. 45, by Defendant Columbia BasinImaging P.C. ("CBI"), and a motion to strike the declaration submitted at ECF No. 54, ECF No. 56, by Plaintiff Dr. Kassner.
Plaintiff Julian Kassner, MD, filed a complaint on July 25, 2011, alleging the following claims against Kadlec: (1) violation of the Sherman Antitrust Act, 15 U.S.C. §§ 1-7; (2) violation of the "physician recruitment" exception to the Stark Law, 42 U.S.C. §1395nn(e)(5); (3) negligent failure to comply with federal regulations governing physician recruitment, the Stark Law, 42 U.S.C. § 1395nn; (4) violation of Washington state consumer protection laws by engaging in unfair business practices prohibited by Chapter 19.86 RCW; (5) breach of the contract between Kadlec and Plaintiff for medical staff privileges and breach of the staff bylaws applicable to Plaintiff; (6) detrimental reliance; (7) fraudulent misrepresentation and concealment of an agreement between Kadlec and CBI; (8) negligent misrepresentation and concealment of an agreement between Kadlec and CBI; (9) unjust enrichment; and (10) tortious interference with Plaintiff's business expectancy. Complaint, ECF No. 1. Dr. Kassner's complaint alleges the following claims against CBI: (1) violation of the Sherman Antitrust Act, 15 U.S.C. §§ 1-7; (2) violation of the "physician recruitment" exception to the Stark Law, 42 U.S.C. §1395nn(e)(5); and (3) violation of Washington state consumer protection laws by engaging in unfair business practices prohibited by Chapter 19.86 RCW.
The Court has reviewed the parties' submitted materials regarding all three motions, has examined the relevant law, and finds that the claims against CBI must be addressed through arbitration while the claims against Kadlec must be dismissed.
As a preliminary matter, the Court addresses Plaintiff's motion, ECF No. 56, to strike the "Medical Staff Bylaws" exhibit, ECF No. 54-1, submitted by Kadlec in conjunction with its reply to the motion to dismiss. Plaintiff argues that the document should be stricken based on Kadlec's failure to authenticate evidence presented outside of the pleadings. ECF No. 65. Kadlec responds with a declaration by the manager of medical staff services for Kadlec attempting to authenticate the document. ECF No. 65. Plaintiff, in turn, replies that Kadlec's declarations still fail to authenticate the Bylaws as those in effect during the period of Dr. Kassner's tenure. ECF No. 68.
In the context of a motion to dismiss, the court's review is generally limited to the contents of the complaint. Campanelli v. Bockrath, 100 F.3d 1476, 1479 (9th Cir. 1996). When the court considers matters outside of the pleadings, a motion to dismiss generally must be converted into a motion for summary judgment under Fed. R. Civ. P. 56. An exception to this rule is that the court's review may extend to include evidence on which the "complaint 'necessarily relies,' if: (1) thecomplaint refers to the document; (2) the document is central to the plaintiff's claim; and (3) no party questions the authenticity of the copy attached to the 12(b) (6) motion." Daniels-Hall v. Nat' Educ. Ass'n, 629 F.3d 992, 998 (9th Cir.2010) (citations and internal quotation marks omitted). The court may also take judicial notice of "matters of public record" pursuant to Fed. R. Evid. 201(b) without converting a Fed. R. Civ. P. 12(b)(6) motion into a motion for summary judgment under Fed. R. Civ. P. 56. Lee v. City of Los Angeles, 250 F.3d 668, 688-89 (9th Cir. 2001).
Plaintiff's complaint refers to the "Kadlec Medical Staff Bylaws (the 'Bylaws')". ECF No. 1 at 6. The Complaint asserts that "Plaintiff reviewed the Bylaws prior to applying for staff privileges at Kadlec or accepting CBI's employment offer," and "[t]he terms of staff privileges at Kadlec as detailed in the Bylaws were critical to Plaintiff's decision to accept CBI's employment offer, apply for Kadlec staff privileges, and relocate to Richland, Washington." ECF No. 1 at 6-7. In addition, according to Plaintiff, the Bylaws form the basis for Plaintiff's claim that the Services Agreement deprived him of substantive rights. ECF No. 68 at 4. However, Plaintiff contests the authenticity of the document provided by Defendant Kadlec. Therefore, to consider the Bylaws submitted by Kadlec, the Court would have to convert Kadlec's motion to dismiss into a summary judgment motion, governed by Fed. R. Civ. P. 56. Fed. R. Civ. P. 12(d).
Even if the Court were to convert Kadlec's motion to dismiss into a summary judgment motion, which it declines to do, the Court would find that the Bylaws documents submitted by Defendants are insufficiently authenticated to be admissible. The Bylaws are not a self-authenticating document under Fed. R. Evid. 902. If documents are to be authenticated through personal knowledge, the proponent of the documents must submit them with the affidavit of a person through whom the documents could be admitted into evidence at trial. Fed. R. Evid. 803(6); see Orr v. Bank of Am., 285 F.3d 764-773 (9th Cir. 2002).
Kadlec's submission of Donnis Graves' declaration, ECF No. 65, does not assert sufficient foundation to establish personal knowledge regarding who wrote, signed, or approved the Bylaws, when the Bylaws were approved and became effective, or whether and when the Bylaws were amended. See ECF Nos. 65. Kadlec fails to meet the criteria for admission under Fed. R. Evid. 803(6) and Fed. R. Evid. 402, since the effective dates of the proposed exhibit have not been established. Therefore, the Court finds that the Bylaws are not admissible, GRANTS Plaintiff's motion to strike ECF No. 54-1, ECF No. 56, and does not rely on that document for the Court's analysis of either Defendant's motion.
Kadlec and Columbia Basin Imaging P.C. ("CBI") recruited Dr. Kassner, a radiologist, to relocate from Bethesda, Maryland, to the Tri-Cities area ofWashington State in approximately September 2005. Complaint, ECF No. 1 at 1-2, 5. Dr. Kassner was recruited to improve and expand Kadlec's women's imaging programs and to serve as a general radiologist with full staff privileges at Kadlec. ECF No. 1 at 2. CBI is a professional corporation, owned by the physician shareholders, that provides diagnostic imaging services for Kadlec. ECF No. 1-1 at 7. Dr. Kassner alleges that Kadlec committed to pay over $200,000 to CBI to recruit Plaintiff. ECF No. 1 at 19.
Dr. Kassner and CBI executed a Nonshareholder Employment Agreement ("Employment Agreement"), dated September 16, 2005, which includes a noncompetition provision. ECF No. 1 at 6; see also ECF No. 1-1 at 13-14. The noncompetition provision provides in part:
The Employment Agreement further provided for early termination of the agreement and for arbitration in the event of any dispute arising under the agreement:
ECF No. 1-1 at 45, 47 (emphasis in original).
Kadlec and CBI entered into a Hospital Based Physician Services Agreement (the "Services Agreement") dated November 23, 2005, allegedly without Dr. Kassner's knowledge. Dr. Kassner was not a party to the Services Agreement, and Dr. Kassner did not execute a joinder agreement. ECF No. 1 at 12.
The Services Agreement contained a covenant not to compete, which Plaintiff asserts prohibited CBI's radiologists from competing with Kadlec or obtaining privileges at any nearby health care facility other than Kadlec. ECF No. 1 at 10-11.
The Services Agreement also contained the following exception to the covenant not to compete:
Without limiting the foregoing, the Medical Center further agrees that, in the event that a single Radiologist leaves the Physician Group for any reason at any time during which the Covenant Not to Compete is in effect, the Medical Center will give its consent to such Radiologist becoming employed or otherwise engaged to provide diagnostic imaging services to or by any medical center/hospital, healthcare facility, any physician group or affiliate thereof. . . .
Dr. Kassner began working...
To continue reading
Request your trial