Vranos v. Others

Citation77 Mass.App.Ct. 280,930 N.E.2d 156
Decision Date19 July 2010
Docket NumberNo. 08-P-2006.,08-P-2006.
PartiesWilliam VRANOSv.Michael D. SKINNER & others.
CourtAppeals Court of Massachusetts

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Thomas T. Merrigan (Peter M. Merrigan with him), Boston, for the plaintiff.

Francis D. Dibble, Jr., Springfield, for the defendants.

Present: McHUGH, VUONO, & MEADE, JJ.

McHUGH, J.

After his staff privileges at Franklin Medical Center (FMC) were summarily suspended, Dr. William Vranos, an orthopedic surgeon, commenced this action against FMC, Michael D. Skinner, R.N., who is the FMC president, and Kenneth Gaspard, R.N., FMC's director of surgical and material services. Vranos's complaint contains six counts: (I) defamation against Gaspard; (II) defamation against Skinner and FMC; (III) breach of contract by FMC; (IV) violation of the duty of good faith and fair dealing by FMC; (V) violation of G.L. c. 12, § 11I, the Massachusetts Civil Rights Act, against Skinner and FMC; and (VI) interference with contractual and advantageous relations by Skinner.2

Early in the case, a judge of the Superior Court allowed the defendants' motion to dismiss all counts of the complaint save the two alleging defamation. Discovery followed and, among other things, produced a dispute regarding the application and impact of the peer review statute, G.L. c. 111, §§ 203-205. The Supreme Judicial Court resolved that dispute, see Vranos v. Franklin Med. Center, 448 Mass. 425, 862 N.E.2d 11 (2007), and discovery proceeded to a conclusion. The defendants then moved for summary judgment on the defamation counts. The same Superior Court judge allowed the motion, and the resulting judgment dismissed the entire case. Now Vranos appeals, seeking reinstatement of all counts except Count I, which asserted the defamation claim against Gaspard. We affirm, though for reasons that do not in all instances track those set out by the motion judge in her thoughtful memorandum of decision.

Because the complaint provides a context for all of the claims at issue on this appeal, we begin our review by examining the allegations it contains and the four claims dismissed for facial insufficiency. Then, using a different standard, we turn to the defamation claim and to the additional facts supplied by the affidavits and other materials the parties filed in connection with the summary judgment proceedings.

1. The motion to dismiss (Counts III through VI). a Facts. Our initial approach to the complaint's allegations is a limited one. Counts III through VI were dismissed pursuant to Mass.R.Civ.P. 12(b)(6), 365 Mass. 754 (1974), for failure to state a claim on which relief could be granted. Accordingly, in reviewing that dismissal, we are limited to facts alleged in the complaint itself and to the inferences reasonably drawn when those allegations are viewed in the light most favorable to the plaintiff. See, e.g. Warner-Lambert Co. v. Execuquest Corp., 427 Mass. 46, 47, 691 N.E.2d 545 (1998); Karty v. Mid-America Energy, Inc., 74 Mass.App.Ct. 25, 26, 903 N.E.2d 1131 (2009).3

Read with that standard in mind, the complaint reveals that Vranos, a board-certified orthopedic surgeon, had been on the FMC staff since July, 1996. From January, 2002, through November, 2004, he had been chief of the FMC department of surgery. Throughout that period, Vranos was also a partner in the Franklin Orthopedic Group, which is not affiliated with FMC. Both FMC and the Franklin Orthopedic Group are located in Greenfield.

For several months before the summary suspension at the heart of this case, Skinner tried to recruit Vranos to leave the Franklin Orthopedic Group and establish a competing practice at FMC. In late August, 2004, Vranos declined and, instead, accepted a position at Brattleboro Memorial Hospital, across the Vermont State line less than twenty miles north of Greenfield. The new position was effective January 1, 2005, and Skinner was concerned that Vranos's move would produce a loss of orthopedic surgical cases at FMC.

Vranos's year-end departure, however, was not the only event roiling the surgical services department at FMC in the fall of 2004. On October 19, forty-nine members of the department of surgery, including Vranos, signed a “Memorandum of Concern” relating to Gaspard and his assistant, Kim Cotter. The memorandum, copies of which were delivered to Skinner, Gaspard, and Cotter, focused on whether Gaspard and Cotter were fit to manage the FMC surgical department.

The specific events that led to this lawsuit began on October 28, 2004, when Vranos attended a regular meeting of the FMC surgical services support committee. The other three attendees were Dr. Henry K. Godek, chief of anesthesia, Gaspard, and Cotter. At the meeting, a heated disagreement between Vranos and Gaspard over a surgical services policy quickly ensued. Gaspard insisted that Vranos sign the policy and, when Vranos refused, Gaspard threatened to cancel all of Vranos's surgical cases for the day. The animated exchange lasted about five minutes, after which the meeting ended and Vranos returned to his medical responsibilities, performed surgeries, and interacted without incident with Gaspard and Cotter during the course of the day.

At some point shortly after the meeting, Gaspard reported to Skinner, falsely the complaint alleges, that Vranos had physically threatened and verbally abused him during the meeting and that Vranos had previously engaged in disruptive behavior and unprofessional conduct. Cotter also informed Skinner that Vranos had offended her on several occasions, though the complaint does not allege that those reports were false.

Late in the afternoon of October 29, 2004, Skinner delivered to Vranos a letter imposing a summary suspension on Vranos's medical staff membership and clinical privileges at FMC. In material part, the letter stated:

“The grounds for this summary suspension are an incident that occurred on October 28, 2004, in the context of a history of disruptive behavior and unprofessional conduct by you at FMC. On October 28, 2004, in a meeting of the Operating Room Management Committee, you used intimidating, abusive, and hostile language and exhibited threatening behavior, including picking up a stack of papers and slamming them down on the table, picking up a chair and slamming it down in the conference room, and placing yourself physically close to one or more individuals while speaking in a loud, angry, and confrontational manner. Your behavior and conduct during this incident and at FMC has been perceived to be intimidating, abusive, hostile, and physically threatening.[[4]

The letter also described the appellate rights available to Vranos under the FMC bylaws.

Before issuing the letter, Skinner did not ask Vranos for his version of events nor did he contact Godek to obtain his recollections and observations. The suspension, Vranos alleges, was issued in retaliation for his decision to move his practice to Vermont and his challenge of Gaspard and Cotter's management style.

Under an FMC bylaw provision, Vranos's summary suspension was automatically and quickly presented to the FMC medical staff summary suspension review committee (review committee) on which Skinner served as one of four members. Ultimately, the committee recommended that the suspension be lifted on three conditions, one of which was that Vranos resign as FMC's chief of surgery.5 That recommendation was promptly approved by the FMC board of trustees (trustees). Vranos alleges in his complaint that he was not “allowed to appear before and make a presentation to” the review committee or to the trustees. However, before issuing its decision, the review committee considered a written submission from Vranos, along with written submissions from Godek, other physicians who supported Vranos, and “documentation concerning prior incidents of disruptive behavior by [Vranos] at FMC.”

All of the parties agree that the FMC medical staff bylaws (bylaws) and staff regulations apply, and, as the motion judge noted, these bylaws and regulations govern the summary suspension letter and the subsequent committee actions. Three segments of those documents are of particular importance to our review of the motion to dismiss. The first is appendix 3, part 2, § 2.1, of the bylaws. That section provides that a summary suspension may only be imposed

“whenever the failure to take such action may result in an imminent danger to the life, health, or safety of an individual or otherwise whenever a practitioner's acts or conduct require that immediate action be taken:
(a) To protect the life of any patient;
(b) To reduce the substantial likelihood of injury or damage to the health or safety of any patient, employee, or other person at the Medical Center; or
(c) For the continued effective operation of the Medical Center.”

If those criteria are met, § 2.1 authorizes a number of FMC officials, including Skinner, to suspend summarily a physician's medical staff membership or clinical privileges or both. Within three business days following a summary suspension, however, a review committee must convene to review the summary suspension and advise the trustees “to continue, modify, or terminate the terms of the summary suspension.” The review committee may also “recommend additional corrective action concerning the [physician], up to and including termination of the [physician's] Medical Staff membership or all or any portion of the [physician's] clinical privileges, or both.”

Part 2 of the appendix is followed by additional parts dealing with such things as hearings after adverse action, procedures for the conduct of hearings, including the right to counsel, the right to call witnesses, the right to cross-examine adverse witnesses, and appellate review of adverse hearing results. The appendix ends with part 10, containing § 10.2, the second of the three provisions of particular importance. In...

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