Naples Community Hosp., Inc. v. Hussey, 2D05-1648.

• Decision Date: 09 November 2005
• Docket Number: No. 2D05-1648.,2D05-1648.
• Citation: 918 So.2d 323
• Parties: NAPLES COMMUNITY HOSPITAL, INC., Appellant, v. F. Desmond HUSSEY, III, Appellee.
• Court: Florida District Court of Appeals

918 So.2d 323

NAPLES COMMUNITY HOSPITAL, INC., Appellant, v. F. Desmond HUSSEY, III, Appellee.

No. 2D05-1648.

District Court of Appeal of Florida, Second District.

November 9, 2005.

Rehearing Denied January 19, 2006.

Lawrence A. Farese of Robins, Kaplan, Miller & Ciresi L.L.P., Naples, for Appellant.

John G. Vega of John G. Vega, P.A., Naples, for Appellee.

VILLANTI, Judge.

The trial court found that Naples Community Hospital, Inc. (the Hospital), violated the express provisions of its Bylaws when it refused to allow Dr. F. Desmond Hussey, III, to reapply for clinical privileges to provide pain management services at its Naples Community Hospital because it entered into an exclusive contract with another provider. The trial court entered its "Order on Cross-Motions for Summary Judgment on Count II of the Amended Complaint," granting permanent injunctive relief by requiring the Hospital to give Dr. Hussey a hearing as provided by its Bylaws and to reinstate his privileges pending the outcome of the hearing. The Hospital appeals. We agree with the trial court that the Bylaws formed an enforceable contract between Dr. Hussey and the Hospital. However, these Bylaws did not require the Hospital to give Dr. Hussey a hearing when it decided not to renew his clinical privileges because of its business decision to enter into an exclusive contract with another provider of pain management services. Therefore, we reverse the trial court's order granting injunctive relief.

The Hospital is a not-for-profit corporation that owns and operates Naples Community Hospital and other medical facilities. Dr. Hussey is a licensed physician who specializes in neurology and interventional pain management. He has been a member of the Hospital staff in the Department of Neurology since June 1995. He also had clinical privileges to provide pain management services. But, on November 1, 1996, the Hospital's parent company, Community Health Care, Inc., entered into an exclusive contract with another provider, Collier Anesthesia, P.A. (Collier). The exclusive contract gave Collier the exclusive right to provide anesthetic and pain management services at the Hospital. In 1997, Dr. Hussey's clinical privileges in pain management at the Hospital's facilities expired. He reapplied for clinical privileges in pain management, but the Hospital denied his application for reappointment without a hearing.

Following the Hospital's denial of his application, Dr. Hussey filed suit against the Hospital. In his complaint, Dr. Hussey included claims for both injunctive relief and damages. Count I of the complaint asked for temporary and permanent injunctive relief as a remedy for the Hospital's breach of its Bylaws. The Hospital and Dr. Hussey both filed motions for summary judgment. Dr. Hussey's motion, "Motion for Summary Judgment of Liability on Count I: Breach of Contract," specifically requested neither damages nor injunctive relief, but a judgment "on the issue of liability"—essentially declaratory relief determining that the Hospital had breached its contract with Dr. Hussey as a matter of law. The trial court granted partial summary judgment in favor of Dr. Hussey, concluding that the Hospital's Bylaws required a hearing when the Hospital refused to reappoint Dr. Hussey's clinical privileges. Based on its conclusion, the court granted injunctive relief, requiring the Hospital to give Dr. Hussey a hearing and allow him to exercise clinical privileges until the hearing.¹ The Hospital appeals.

This court has jurisdiction to review the trial court's order as an appeal from a nonfinal order granting injunctive relief. Fla. R.App. P. 9.130(a)(3)(B). Because the trial court's grant of injunctive relief was based on its interpretation of the Hospital's Bylaws, a contract, we apply a de novo standard of review. See Kaplan v. Bayer, 782 So.2d 417, 419 (Fla. 2d DCA 2001).

Florida has adopted the majority view that hospital bylaws become a binding and enforceable contract between a hospital and its medical staff when adopted by a hospital's governing board. Lawler v. Eugene Wuesthoff Mem'l Hosp. Ass'n, 497 So.2d 1261, 1264 (Fla. 5th DCA 1986); see also Hosp. Corp. of Lake Worth v. Romaguera, 511 So.2d 559, 560 (Fla. 4th DCA 1986) (rejecting a hospital's argument that a bylaws amendment was not binding for lack of mutuality, stating that the hospital "did not execute the by-laws amendment out of gratuitous compassion for its contract physicians. On the contrary, the highly self-serving purpose, and therefore consideration, was to facilitate retention of the benefits bestowed upon it by the Joint Commission on Accreditation of Hospitals.").

Here, the Hospital's Bylaws included the "Medical Staff Bylaws," the "Medical Staff Rules & Regulations," and the "Medical Staff Policy on Appointment, Reappointment and Clinical Privileges." The Medical Staff Bylaws, Rules and Regulations, and Policy are contained in a single-volume manual. Although only the first section has the word "bylaws" in the title, all three sections collectively form the enforceable contract between the Hospital and its staff. On the very first page of the Medical Staff...