Price, Sullivan and Leonard. The opinion of the court was delivered by Price, S.j.a.d.
Plaintiff appeals from a summary judgment entered on defendant's motion (R.R. 4:58-2), dismissing with prejudice plaintiff's complaint in the Superior Court, Law Division.
The motion for summary judgment was considered and resolved by the trial court on the basis of the pleadings, affidavits, depositions and answers to interrogatories. Following service of the aforesaid motion the New Jersey Hospital Association (representing 127 hospitals in the State) was, by order of the trial court permitted to participate in the proceedings to the extent of presenting its view with reference to the supervisory authority of the board of trustees of a private hospital and the privileged nature of communications among the hospital officers, trustees and medical staff members. Defendants named in the various counts of the five-count amended complaint were the East Orange General Hospital, all of the individual members of its board of trustees, Dr. John S. Cregar, a physician on the medical staff of the hospital, Benjamin P. DeWitt, president of the hospital, and Richard B. Evans, a board member.
The first count of the amended complaint sought compensatory and punitive damages against defendants Cregar, DeWitt and Evans on the allegation that they had slandered plaintiff. Although the dismissal of this count was originally challenged in plaintiff's notice of appeal, his "Statement of Questions Involved" limits the appeal to the issue whether the record presented "facts sufficient * * * to justify a denial of the defendants' motion for summary judgment" on the "Second, Fourth and Fifth counts" of the amended complaint, and his brief iterates the same limitation.
The second count, also seeking both compensatory and punitive damages, charged that the aforesaid three defendants, individually, as well as in concert and as part of a conspiracy, acted maliciously to "interfere with and obstruct
the orderly and customary promotions of plaintiff" while a member of the hospital's medical staff, and, by circulating "false * * * rumors * * * and defamatory statements * * * did cause plaintiff's appointment to the * * * Medical Staff to be revoked," prevented "plaintiff's reappointment thereto for the years 1958 and 1959 and did maliciously interfere with and meddle with plaintiff's surgical privileges" at the hospital, "all for the malicious purpose of ruining plaintiff and interfering with the plaintiff in his profession * * *."
By the third count of the complaint plaintiff sought compensatory and punitive damages against all of the hospital trustees, individually, on the allegation that they "did actively join" the conspiracy (charged in the second count against the three defendants named therein) to "ruin" plaintiff, to "interfere" with his professional "relationships," to "injure" his "reputation" and, activated by "evil, malicious and wrongful intent," did "remove" plaintiff from the hospital's medical staff and refuse to "reappoint" him thereto. The trial court's dismissal of the third count was not made the subject of appeal by plaintiff.
By the fourth count plaintiff sought compensatory damages against the officers and members of the hospital's board of trustees on the basis of an allegation that they were individually responsible for the hospital's alleged violations of portions of the bylaws governing the hospital's medical staff, and the hospital's own bylaws concerning reappointments to that staff.
By the fifth count compensatory damages against the defendant hospital were demanded based on its alleged violation of the same portions of the aforesaid bylaws.
Plaintiff's entire action stemmed from the fact that he failed of reappointment to the medical staff of the hospital in the years 1958 and 1959. Such failure, he charged, was due to the aforesaid illegal and unlawful acts of defendants.
The material presented to the trial judge on the motion for summary judgment revealed that plaintiff had been
admitted to the practice of medicine in New Jersey in 1949. He had specialized in ophthalmology, in which he had received post-graduate training. He served his internship at the defendant hospital in 1948-1949, and his residency there in 1949-1950; he was admitted to the medical courtesy staff of the hospital in 1950; was granted unrestricted surgical privileges in 1951, with the exception of the requirement that he associate himself "with some of the eye surgeons" in his "first cases"; and in 1952 became a member of the active medical staff of the defendant hospital, continuing as such until 1958. However, in June 1957, on a general reorganization of surgical privileges in the hospital, plaintiff was granted full privileges in ophthalmology subject to the requirement that there be a "full attending" physician assisting him. Further reference to this action is hereinafter made. In 1958, as aforesaid, plaintiff was not reappointed to the hospital's medical staff.
CLAIM FOR DAMAGES AGAINST THE HOSPITAL FOR ALLEGED BREACH OF CONTRACT.
(Fifth count of the amended complaint)
We shall initially consider the propriety of the trial court's action in granting a summary judgment in favor of the hospital on the fifth count of the amended complaint. That count alleged that in 1958 the hospital "revoked plaintiff's appointment" to the "Medical Staff" and "refused to reappoint" him to said staff "for the years 1958 and 1959"; that such acts "were in violation of the By-Laws governing appointments and reappointments to said Medical Staff which said By-Laws constitute a contract between plaintiff and defendant." Because thereof, plaintiff charged, his property rights were violated, his reputation and the practice of his profession were injured, and he suffered "mental anguish and pain," for all of which he sought money damages on the basis of an alleged breach of contract between him and the hospital.
Preliminarily, it is to be noted that there was no evidence whatever that plaintiff's appointment was "revoked." He simply was not reappointed for the year 1958 or appointed in 1959. Although the fifth count of the amended complaint did not specify in what respect the bylaws were breached, plaintiff rested his demand for damages on that count on the claim that the failure of the hospital to reappoint him was accomplished without prior conference between the board of trustees and the medical board of the hospital.
We turn to the pertinent provisions of the bylaws of the hospital and the bylaws governing the medical staff as they existed at the period in question. Article IV, section 1, of the hospital bylaws provided as follows:
"The board of Trustees shall have the general superintendence and control of the affairs of the Hospital and shall have authority to make, adopt and amend such rules and regulations as shall be deemed expedient for its conduct. They shall appoint annually in January a staff of physicians and surgeons and from time to time such officers and employees as may be necessary."
Article III, section 3, of the bylaws governing the medical staff contained the following provision:
"Appointment to the Medical Staff shall be made by the Board of Trustees and shall be for a period of one year or until the next succeeding annual meeting of the Board of Trustees, whichever is earlier. The Board of Trustees at its annual meeting in each year may make reappointments to the Medical Staff for a further period of one year or until the next succeeding annual meeting of the Board of Trustees, whichever is earlier, except in cases where the Medical Board, constituted as hereinafter provided, has recommended that reappointments shall not be made. If the Board of Trustees decides not to reappoint any member, whether or not recommended by the Medical Board, the Board of Trustees shall so advise the Medical Board.
In no case shall the Board of Trustees appoint a recommended applicant, cancel an appointment previously made, or refuse to renew an appointment without conferring with the Medical Board."
The "Medical Board" above mentioned is described in the medical staff bylaws as the "governing body" of the
staff, and provision for the board's creation and continuance is made by article VII of the staff bylaws.
Plaintiff's contention that the hospital had no right under the latter portion of the above quoted section 3 of the medical staff bylaws to refrain from reappointing him "without conferring with the Medical Board" is challenged by the hospital, which asserts that such interpretation is not warranted.
Admittedly no such conference was held. The trial court made no specific reference to the alleged necessity of such a conference as a condition precedent to non-reappointment of plaintiff. However, in its oral disposition of the motion for summary judgment at the conclusion of the argument thereof, the court held that "the board of trustees has followed that bylaw to the letter * * *, and since that is so there can be no cause of action predicated on that." The court later filed a "memorandum" supplementing the aforesaid oral opinion but made no reference in the memorandum to the fourth or fifth counts. We, therefore, do not have the benefit of the trial court's analysis of the factual situation surrounding the action of the trustees or its reasoning leading it to the aforesaid conclusion that there had been no breach of the bylaw in question.
To resolve the oppugnant interpretations of the aforesaid bylaw it is well to note the practical relationship existing between the hospital, the medical staff and the medical board, as well as the functioning of the various committees in this particular area, leading to the annual appointments to the hospital's medical staff. The principal committees in question are the Agar Clinic Committee, the Surgical and Obstetrical Committee, the Executive Committee and the Joint Conference Committee. More particular reference to those committees is hereinafter made in connection with our consideration of other phases of the instant suit. However, in relation to the alleged breach of the aforesaid bylaw, it uncontrovertibly appears from the proofs submitted on the motion for summary judgment that the
recommendations for the annual appointments to the medical staff (both original appointments and reappointments) stem from preliminary study, analysis and review by one or more of the above committees, the results of which are reported to the medical board and are channeled annually through the medium of that board's recommendations to the board of trustees. In the latter body is vested the ultimate and exclusive authority for the appointments of physicians and surgeons to the hospital staff.
Although the procedure to be followed is delineated in the bylaws, the trustees' sole authority to make the annual appointments and reappointments is unlimited and untrammeled. It is abundantly clear from the record that no doctor appointed to the staff had any vested right to membership-continuance from year to year.
The procedure followed was clearly expressed by Dr. John Harmon Wilson, a long time surgeon-member of the hospital staff, during the course of his deposition:
"Q. As far as the granting of an extension of an existing appointment, from your experience and your knowledge, just generally tell me what is the procedure for extending these re-appointments? A. Inasmuch as our hospital is a private hospital and our Board of Trustees has the privilege of appointing or not appointing a member, each year they automatically will send us a letter and announce whether they have decided to allow us to continue for the following year or not. They have that privilege. And therefore each year we are notified whether our status is the same or whether we have been dropped or whether we have been appointed for the next year.
Q. You are notified by whom? The Board of Trustees? A. Yes, the secretary of the Board of Trustees, I believe, is the one who sends us out this notification, and we receive that each year.
Q. That is after the annual meeting of the Board of Trustees; is that correct? A. That's correct."
In referring to preliminary study by the Surgical and Obstetrical Committee, of which he was a member, with reference to appointments of surgeons to the staff, Dr. Wilson graphically described the role of that committee:
"* * * We are the watchdogs of the hospital along these lines, and practically all of us at some time or other are discussed in this committee one way or another. Very often we're all taken apart and analyzed in this particular committee for the good of our patients and our conduct, our behavior, our attendance at clinics, our devotion to the hospital, our general demeanor as physicians, our dedicated outlook towards them, our charitableness to those who might be destitute or near that. All of these things are analyzed and carefully discussed in this committee."
We return to the consideration of the bylaw under scrutiny. The hospital contends that the word "refuse" appearing therein furnishes clear evidence that a conference with the medical board is not required unless the board of trustees contemplates a rejection of a reappointment recommended by the medical board. The defendant hospital contends that, as was customarily done, the medical board presented to the board of trustees recommendations for appointments and reappointments to the medical staff for the year 1958 and requested confirmation thereof. The recommendations necessarily related mainly to reappointments of former members of the staff whose terms by virtue of the previous year's appointments were automatically expiring. The submitted list did not include the name of plaintiff and the name of another doctor. In approving the list at its meeting on December 30, 1957, the board of trustees simply refrained from renewing the appointment of plaintiff who was not recommended for reappointment by the medical board.
We are in accord with the defendant's aforesaid contention that the particular portion of the bylaw under scrutiny relates only to a situation where the medical board recommends the renewal of an appointment and the board of trustees elects to reject the recommendation. Adoption of plaintiff's interpretation of the bylaw would require that we ignore the use of the word "refuse" and interpret the by-law as if, instead of that word, either the words "refrain from renewing," or "abstain from renewing" an appointment had been used.
Plaintiff's interpretation of the bylaw is expressed in his ...