Tow v. Miners Memorial Hospital Association, Inc.

• Decision Date: 02 December 1961
• Citation: 199 F. Supp. 926
• Parties: Abraham TOW, Plaintiff, v. MINERS MEMORIAL HOSPITAL ASSOCIATION, INC., a corporation, Defendant.
• Court: U.S. District Court — Southern District of West Virginia

199 F. Supp. 926

Abraham TOW, Plaintiff, v. MINERS MEMORIAL HOSPITAL ASSOCIATION, INC., a corporation, Defendant.

United States District Court S. D. West Virginia, at Huntington.

December 2, 1961.

Edward H. Tiley, Jr., and John E. Davis (Kay, Casto & Chaney), Charleston, W. Va., for plaintiff.

M. E. Boiarsky, Charleston, W. Va., Harold H. Bacon and Val J. Mitch, Washington, D. C., for defendant.

HARRY E. WATKINS, District Judge.

This is an action in which the plaintiff, Dr. Abraham Tow, a pediatrician, seeks to recover damages from defendant, Miners Memorial Hospital Association, Inc., a corporation, for breach of an employment contract. Defendant made a motion for summary judgment, which was denied on October 18, 1960, for the reason that the Court was "not yet convinced that there is no issue of fact in controversy." Since that time the defendant has made a renewal motion for summary judgment, two additional affidavits, and two additional exhibits have been filed in support thereof, a pretrial conference has been held, additional pretrial briefs have been filed, and the Court has had more time to study the cases cited on both the original motion and the renewal motion for summary judgment. The Court is now convinced that there is no genuine issue as to any material fact and that the defendant is entitled to a judgment as a matter of law. This decision is now reached, not alone because of the additional affidavits and exhibits that have been filed, but because of a more thorough understanding of the case brought about by a lengthy pretrial conference, and time to permit a more thorough study of the law based upon the entire record.

The pleadings, admissions, affidavits and exhibits therewith, filed by both parties upon the pending motion, when considered in the light most favorable to plaintiff, show the following material facts:

On October 30, 1958, Tow addressed a letter to the Association's Clinical Director, stating he was interested in an advertisement appearing in the Journal of the American Medical Association for a full-time pediatrician, and requesting further details. After stating some of his background, he concluded that: "Pediatric practice in Manhattan has moved to the suburbs and I refuse to follow it. Your proposition sounds like an interesting challenge. May I hear more?" On October 31, 1958, defendant's Associate Clinical Director, Dr. Sarah H. Knutti, replied, advising that there were two vacancies for pediatricians. In this letter Knutti enclosed a printed memorandum, entitled "Information for Applicants for Medical Staff Appointments," a provision of which reads as follows:

"Full-Time salaried physicians receive a letter-type contract stating that `Your employment will not be terminated except by mutual consent or for just cause. In the event of disagreement regarding termination, the matter will be referred to a board of physicians of the MMHA for opinion and recommendation.'" (Emphasis added.)

The next sentence in the "information sheet" reads as follows:

"Physicians are not required to `sign-up' for any specific period of service." (Emphasis added.)

There was also enclosed in the Knutti letter to Tow an application for medical staff appointment, which Tow was requested to complete and return to defendant, and about November 7, the completed application was received by defendant Association. On December 1, Tow discussed appointment to the hospital staff of the Association's Hospital at Man, W. Va., with Drs. Meade and Knutti in the Association's Washington office, and on December 3, 1958, Tow conferred by telephone with Knutti and was orally offered and orally accepted the position as Chief of Pediatrics at the Man Hospital at a salary of $20,000 per year; subject, however, to the provisions of the "letter-type contract" mentioned in the above-quoted portions of the "information sheet." This is true because Tow, in his affidavit, makes it clear that he made application for the position and accepted the position orally on the basis of the terms of the "information sheet." On the same day, Knutti confirmed the conversation by letter, dated December 3, 1958, which stated in part that "we will prepare a formal appointment letter."

On December 5, 1958, in accordance with Knutti's telephonic conversation with Tow, and the Knutti letter of December 3, Meade addressed a letter to Tow, transmitting a letter of the same date signed by Dr. Morrison as President of defendant's Board of Directors, offering plaintiff the position of Senior Pediatrician and Chief of Pediatrics on the staff of the Man Memorial Hospital. The Meade-Morrison letters constituted the "letter-type contract" referred to in the "information sheet" to be received by full-time salaried physicians, and constituted the "formal appointment letter" referred to in the Knutti letter of December 3. This is a fair and unmistakable inference from the language used in those documents. No other inference can reasonably be drawn therefrom. Tow was required to execute the appointment letter as an indication of acceptance and to return the copies to defendant. In this "letter-type contract," Meade, Clinical Director of all the Association's hospitals, outlined "the details of your appointment," stating the annual salary to be $20,000, plus yearly increments of $1,000 for each of the first five years of continuous service. The letter then concluded:

"This appointment is to remain in effect as long as you render satisfactory service in carrying out the Association's medical and hospital care program as presently constituted. In resolving questions as to the satisfactory nature of your services, the Association will appoint a board of from three (3) to five (5) physicians holding appointments on the staffs of other hospitals of the Miners Memorial Hospital Association to go into the matter, and the Association will be guided by their recommendation." (Emphasis added.)

No protest was made by Tow as to the contents of the Meade-Morrison letters, and nothing was said by him to indicate that he was in any way dissatisfied with the final "letter-type contract." Instead, by letter dated December 11, 1958, he responded to the Meade-Morrison letters. He thanked Meade for his December 5 letter, and in his letter to Morrison, President of defendant's Board of Directors, he enclosed "the three copies signed as requested," thereby accepting the appointment under the terms of the Meade-Morrison letters. It was not until January 2, 1959, that plaintiff commenced his duties at the Man Memorial Hospital.

Prior to August 14, 1959, defendant determined that Tow's services, then being rendered as Chief of Pediatrics at the Man Memorial Hospital, were unsatisfactory, and placed him on administrative leave by letter dated August 14, 1959, which Tow acknowledged on August 17. Since Tow questioned the determination that his services were unsatisfactory, the Association appointed a Board of Review pursuant to the terms of the Meade-Morrison letters of December 5, 1958, composed of five physicians "holding appointments on the staffs of other hospitals of the Miners Memorial Hospital Association," so agreed upon. This Board of Review, appointed to consider the question of whether Tow's professional pediatric competence and performance warranted his continuance in the capacity of Chief of Pediatrics at the Man Memorial Hospital, was directed not to come "to any conclusion until it has reviewed all the facts impartially." Tow was advised of the appointment of the Board of Review, and was requested, by letter dated August 25, 1959, to be present at the Board's meeting. This letter also explained that Tow "will be given an opportunity to make whatever statements you feel are indicated to assist the Board in making its recommendations." The Board of Review held its meeting on September 2, 1959, and unanimously concluded that Tow's services were not satisfactory, stating:

"Considering the present situation at the Memorial Hospital at Man, West Virginia, it is the opinion of this Board of Review that Dr. Abraham Tow is not capable of functioning as Chief of Pediatrics at the hospital."

On November 12, 1959, Tow's employment was terminated by letter, at which time he was given 30 days severance pay.

In his affidavit and in his briefs, Tow contends that his employment contract was that of December 3, 1958, consisting of his telephone conversation with Knutti, the "information sheet" and the confirmation of that oral conversation by letter from Knutti dated the same day. He denies that he was working under any contract of employment "dated December 5, 1958," and denies that his tenure of employment was based upon "satisfactory" service. However, on August 31, 1959, Tow wrote to John W. Williard, M. D., Chairman of the Board of Review, in which he stated:

"It is my understanding that this Board of Review has been convened for the purpose of reviewing my services as Chief of Pediatrics at the Man Memorial Hospital, Man, West Virginia, to determine whether or not my services have been satisfactory pursuant to the terms of my contract of employment with the Miners Memorial Hospital Association, dated December 5, 1958." (Emphasis added.)

In resisting the motion for summary judgment, plaintiff states in his brief that "plaintiff believes that one arrives at the crux of this case in that there is clearly present a genuine issue as to a material fact, and that issue is: When was the contract consummated? and What were its terms and conditions?" The Court agrees that these are the two issues to be determined. The Association contends that the Meade-Morrison letters of December 5, 1958, constituted the employment contract. Tow contends that the oral conversation of December 3, 1958, with Knutti, the "information letter" and the confirmation letter of Knutti, also dated December 3, 1958, constituted the employment contract. The "information sheet" and the oral...