Tow v. Miners Memorial Hospital Association, Inc.

• Decision Date: 15 June 1962
• Docket Number: No. 8546.,8546.
• Citation: 305 F.2d 73
• Parties: Abraham TOW, Appellant, v. MINERS MEMORIAL HOSPITAL ASSOCIATION, INC., a corporation, Appellee.
• Court: U.S. Court of Appeals — Fourth Circuit

305 F.2d 73 (1962)

Abraham TOW, Appellant, v. MINERS MEMORIAL HOSPITAL ASSOCIATION, INC., a corporation, Appellee.

No. 8546.

United States Court of Appeals Fourth Circuit.

Argued April 2, 1962.

Decided June 15, 1962.

John E. Davis and Edward H. Tiley, Charleston, W.Va. (Kay, Casto & Chaney, Charleston, W. Va., on the brief), for appellant.

Harold H. Bacon, Washington, D. C. (Val J. Mitch, Washington, D. C., and M. E. Boiarsky, Charleston, W. Va., on the brief), for appellee.

Before SOPER, BOREMAN and BRYAN, Circuit Judges.

BOREMAN, Circuit Judge.

Dr. Abraham Tow, plaintiff, was employed in December 1958 as Chief of Pediatrics in the Man Memorial Hospital at Man, West Virginia, which was one of several hospitals owned and operated by defendant. In November 1959, defendant terminated Dr. Tow's employment and in this action plaintiff seeks to recover damages for a breach of his employment contract. A detailed account of the facts is presented by the District Court in its opinion, 199 F.Supp. 926.

Defendant's motion for summary judgment was denied but was subsequently renewed. The District Court granted the later motion, entered judgment for the defendant, and plaintiff appeals.

Prior to joining the Man Memorial staff, Dr. Tow practiced pediatrics in New York City, where, after some preliminary correspondence with Dr. Sarah Knutti, defendant's Associate Clinical Director, in Washington, D. C., and a personal interview with her and the Clinical Director, he accepted a telephoned offer from Dr. Knutti of employment at the West Virginia hospital. The terms of the oral offer and acceptance were based upon information supplied Dr. Tow when he first inquired about the position which defendant was seeking to fill. Part of the material sent to Dr. Tow prior to the offer was a memorandum entitled "INFORMATION FOR APPLICANTS FOR MEDICAL STAFF APPOINTMENTS," a portion 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 Miners Memorial Hospital Association for opinion and recommendation.\'" (Emphasis added.)

On the same day that Dr. Knutti orally offered plaintiff the position at Man Memorial, she wrote him confirming the oral agreement, omitting all reference to tenure, and stated, among other things, that a formal appointment letter would follow. A few days after his telephone conversation with Dr. Knutti, Dr. Tow received at his New York office a letter from Dr. Meade, defendant's Clinical Director, enclosing a brief formal appointment letter dated December 5, 1958, from Dr. Morrison, president of defendant's board of directors. Dr. Meade stated in his letter that he was "outlining * * * here the details of your appointment." It was further stated in the letter: "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." (Emphasis added.) Dr. Tow indicated his acceptance of the appointment by signing three copies of Dr. Morrison's letter and returning them to defendant as requested. He replied by letter to Dr. Meade, acknowledged the receipt of the latter's letter, stated that he was looking forward to the association with the organization and made no objection to any of the employment terms stated in the letter from Dr. Meade. No other letter-type contract, such as referred to in the "information sheet," was sent to Dr. Tow. All of these negotiations and happenings were in December 1958. Plaintiff moved to Man, West Virginia, and assumed his new duties in defendant's hospital there in January 1959.

The sole question before us is whether the District Judge properly granted defendant's motion for summary judgment. Preliminarily, however, we must consider and determine a conflict-of-laws question. This action was instituted in the Southern District of West Virginia, thus the conflicts law of West Virginia is applicable. Klaxton Co. v. Stentor Elec. Mfg. Co., 313 U.S. 487, 61 S.Ct. 1020, 85 L.Ed. 1477 (1941). Examining that law, we find that the contract here in question was made in New York because there the last event occurred necessary to make a binding agreement; the substantive law of New York controls the making of the contract. See Galloway v. Standard Fire Ins. Co., 45 W.Va. 237, 31 S.E. 969, 970 (1898). New York's law governs also the nature, construction and validity of the contract. See Klinck v. Price, 4 W.Va. 4, 6 Am.Rep. 268 (1870); Boyd v. Pancake Realty Co., 131 W.Va. 150, 46 S.E.2d 633 (1948). Looking again to the conflicts law of West Virginia, we find that the substantive law of that state controls the performance of the contract since it was to be performed in West Virginia. See Boyd v. Pancake Realty Co., supra.

It is plaintiff's contention that one of the binding provisions of his contract with defendant was that his employment would not be terminated except upon mutual consent or for just cause. Defendant contends that plaintiff's contract was consummated on the basis, and according to the terms and conditions, of the letters sent to him by Doctors Meade and Morrison on December 5, 1958; that by those terms Dr. Tow could be dismissed if his services were unsatisfactory to the Hospital Association. The District Court held that Dr. Tow was bound by the terms of the Meade-Morrison letters in spite of the apparent conflict between one of those terms and the information previously sent to Dr. Tow on the basis of which he claims to have entered into a binding agreement of employment. Plaintiff argues that an issue of fact as to the terms of the contract is presented for jury determination and that the District Court erred in holding that the court should determine the terms of the contract as a matter of law.

We reach the conclusion that the terms stated in the Meade-Morrison letters are, as a matter of law, the terms of the employment. We accept plaintiff's contention that there was an oral agreement between himself and Dr. Knutti on December 3, 1958, prior to his receipt of the Meade-Morrison letters and that that agreement incorporated the terms of the "information sheet" with respect to tenure. However, both the "information sheet" and Dr. Knutti's letter of December 3, 1958, confirming the oral offer and acceptance, indicated that a letter-type contract or appointment letter would be sent to Dr. Tow. Accordingly, the negotations and the oral agreement were integrated in the Meade-Morrison letters, the only formal written manifestation of the agreement.

It must be conceded that Dr. Meade's letter did not accurately state the understanding previously reached by the parties with respect to...