Ramirez v. Health Net of Northeast, Inc.

• Court: Connecticut Supreme Court
• Writing for the Court: Norcott
• Citation: Ramirez v. Health Net of Northeast, Inc., 938 A.2d 576, 285 Conn. 1 (Conn. 2008)
• Decision Date: 08 January 2008
• Docket Number: No. 17933.,17933.
• Parties: Randolph RAMIREZ v. HEALTH NET OF the NORTHEAST, INC.

938 A.2d 576

285 Conn. 1

Randolph RAMIREZ v. HEALTH NET OF the NORTHEAST, INC.

No. 17933.

Supreme Court of Connecticut.

Argued September 17, 2007.

Decided January 8, 2008.

Philip S. Walker, with whom was Daniel J. Foster, Hartford, for appellant (plaintiff).

Bradford S. Babbitt, with whom was Edward J. Heath, Hartford, for appellee (defendant).

NORCOTT, KATZ, PALMER, VERTEFEUILLE and ZARELLA, Js.

NORCOTT, J.

This appeal arises from the decision of the defendant health maintenance organization, Health Net of the Northeast, Inc., to terminate the plaintiff physician, Randolph Ramirez, from its network of health care providers, after the plaintiff had signed a consent order with the Connecticut state department of public health (department), wherein his license was placed on probationary status. On appeal,¹ the plaintiff contends that the trial court improperly granted the defendant's motion for summary judgment in this action alleging breach of contract and violation of the Connecticut Unfair Trade Practices Act (CUTPA), General Statutes § 42-110a et seq., because, inter alia: (1) grounds did not exist to terminate the plaintiff "for cause" under the relevant provisions of the physician agreement that governed the parties' relationship (agreement), regardless of the fact that it also contains a separate "without cause" termination provision; and (2) the termination of the plaintiff violated CUTPA in that it unfairly deprived the greater Bridgeport area of one of its few bilingual physicians, despite the fact that the medical care provided by the plaintiff was deemed appropriate. We disagree with these claims, and we affirm the judgment of the trial court.

The record reveals the following undisputed facts² and procedural history. The defendant is a health maintenance organization that has established a network of health care providers available to render medical services to its enrollees (network). A physician who applies to become a "participating physician" in the network must meet the defendant's credentials criteria for participating and covering physicians (credentials criteria) and be approved by its credentialing committee.

In 1998, the plaintiff applied to join the network of Physicians Health Services, Inc., the defendant's corporate predecessor. After the credential committee for Physicians Health Services, Inc., approved the plaintiff's application to join the network, the parties executed the agreement, which had been predrafted and was not subject to further negotiation, to govern their relationship. Among other provisions governing the parties' relationship, § 2.2 of the agreement required the plaintiff to "cooperate in and be bound and abide by all the programs, protocols, rules and regulations" prescribed in the Office Manual (manual).³ The defendant distributes the manual, which it revises at its sole discretion from time to time, to all participating physicians, and it provides procedures for billing, referrals and authorizations, utilization review, quality assessment, medical policies and coding guidelines. The manual states further that participating physicians may be sanctioned for breaches of "[q]uality and/or [a]dministrative standards," and that the available sanctions may include termination.

The agreement also includes provisions governing the termination of the parties' relationship, both "[w]ithout [c]ause" and "[f]or [c]ause." The "[w]ithout [c]ause" provision states that the agreement may be terminated "at any time, by either party by written notice to the other party [ninety] days in advance of the date of termination stated in the notice. It is expressly understood that this provision may apply and that [the defendant] may terminate this [a]greement upon [ninety] days' written notice for any reason, including without limitation, restructuring the network of providers and failure of [the] [p]hysician to be recredentialed by [the defendant] in accordance with its credentialing criteria. . . ."⁴ (Emphasis added.) In contrast, the "[f]or [c]ause" provision states that the agreement may be terminated pursuant to that section with sixty days notice for a variety of enumerated reasons, including, for example, the physician's absence from the defendant's service area for a "material" period of time, the physician's insolvency or failure to maintain adequate licensure or liability insurance.⁵ Finally, the termination provisions include "[d]ue [p]rocess [p]rotocols" that provide for an "appeal [of] the termination decision in accordance with the due process procedures set forth in the [manual]."⁶

In 2000, following allegations that he had behaved in an inappropriate manner during the examinations and treatment of three different female patients on multiple occasions during 1997, the plaintiff entered into a consent order with the department that placed his license on probationary status for three years, until April, 2003.⁷ The consent order recited that the plaintiff, although admitting no guilt or wrongdoing, nevertheless had "chosen not to contest" those allegations, and thus the department never was required to prove them.⁸ The consent order did not "restrict or impair" the plaintiff's ability to practice medicine, other than to require him to have a female present "during any examination or treatment of a disrobed or partially disrobed female patient."⁹ The department subsequently notified the defendant that it had placed the plaintiff's license on probationary status.

Thereafter, in August, 2001, Mike Oesau, the defendant's medical director, sent a letter to the plaintiff terminating his membership in the network, effective ninety days from the receipt of that letter. The letter informed the plaintiff that "you no longer meet the credentials criteria for participation" since "you have a probationary status on your medical license and your license is permanently restricted. . . ."¹⁰ The letter advised the plaintiff that he could appeal the termination in writing pursuant to procedures set forth in the manual.¹¹

Thereafter, the plaintiff took an internal appeal from the defendant's decision to terminate him from the network, and the defendant notified the plaintiff that his appeal would be heard by a panel of three physicians, specifically Robert Willig, a medical director for the defendant, and two out-of-state physicians, Scott Breidbart and Stephen Friedhoff. The plaintiff did not know that Breidbart and Friedhoff, who resided out of state, were employees of the defendant.¹²

In November, 2001, the panel heard the appeal at the defendant's office in Shelton. Willig was physically present at the hearing, but Breidbart and Friedhoff participated by telephone without objection from the plaintiff.¹³ The plaintiff testified before the panel, and his counsel addressed the panel and submitted documentary evidence. The plaintiff described his reasons for entering into the consent order with the department, the factual circumstances giving rise to those cases, and the nature and scope of his practice. The panel then deliberated over two days, and voted unanimously to uphold the defendant's decision to terminate the plaintiff.¹⁴

Thereafter, the plaintiff brought this action alleging that the defendant had breached the agreement when it terminated his network participation, and seeking compensatory and punitive damages, injunctive relief and attorney's fees and costs. The plaintiff also alleged that, because the defendant's policies and credentials criteria were silent about the effect of probationary status, and the appeals process was a sham, the defendant had violated CUTPA by terminating him. After the trial court, Thim, J., denied the plaintiff's motion for a temporary injunction, the defendant moved, and the plaintiff cross moved, for summary judgment pursuant to Practice Book § 17-44 et seq.

The trial court, Hiller, J., concluded that the defendant properly had terminated the plaintiff's network membership pursuant to the unambiguous language of the agreement's "`without cause'" provision because it had given the plaintiff the requisite ninety days notice, and the clause permits termination for "`any reason.'" The trial court also concluded that there were no genuine issues of material fact with respect to the plaintiff's CUTPA claim because the defendant had followed all of its appeal procedures and the appeal process was not "unfair, deceptive, immoral or unethical." Accordingly, the court granted the defendant's motion and denied the plaintiff's cross motion for summary judgment. The trial court then denied the plaintiff's motion for reargument, and rendered judgment accordingly. This appeal followed.

"As a preliminary matter, we set forth the appropriate standard of review. In seeking summary judgment, it is the movant who has the burden of showing the nonexistence of any issue of fact. The courts are in entire agreement that the moving party for summary judgment has the burden of showing the absence of any genuine issue as to all the material facts, which, under applicable principles of substantive law, entitle him to a judgment as a matter of law. The courts hold the movant to a strict standard. To satisfy his burden the movant must make a showing that it is quite clear what the truth is, and that excludes any real doubt as to the existence of any genuine issue of material fact. . . . As the burden of proof is on the movant, the evidence must be viewed in the light most favorable to the opponent. . . . When documents submitted in support of a motion for summary judgment fail to establish that there is no genuine issue of material fact, the nonmoving party has no obligation to submit documents establishing the existence of such an issue. . . . Once the moving party has met its burden, however, the opposing party must present evidence that demonstrates the existence of some disputed factual issue. . . . It is not enough, however, for the opposing party merely to...