Superior Court of New Jersey, Law Division, Bergen
COMPREHENSIVE NEUROSURGICAL, P.C. c/b/a/ NORTH JERSEY BRAIN AND SPINE CENTER, PATRICK A. ROTH, MD, ROY D. VINGAN, MD, GEORGE J. KAPTAIN, MD, DANIEL E. WALZMAN, MD, HOOMAN AZMI, MD, HARSHPAL SINGH, MD, KANGMIN DANIEL LEE, MD, REZA J. KARIMI, MD, BRUCE C. ZABLOW, MD, UGO PAOLUCCI, MD, MOHAMMED FARAZ KAHN, MD, Plaintiffs,
THE VALLEY HOSPITAL, THE BOARD OF TRUSTEES OF THE VALLEY HOSPITAL, VALLEY HOSPITAL PRESIDENT AUDREY MEYERS, NEUROSURGICAL ASSOCIATES OF NEW JERSEY, P.C., and ANTHONY D'AMBROSIO, MD, Defendants.
Argued: October 26, 2018
B. Fiorenzo, Esq. and Stephen M. Klein, Esq. appearing on
behalf of the Plaintiff Comprehensive Neurosurgical, P.C.
(from Sills Cummis & Gross P.C.).
Scott Thompson, Esq. and Joseph A. Fischetti, Esq. appearing
on behalf of Defendants The Valley Hospital, The Board of
Trustees of the Valley Hospital, and Audrey Meyers (from
Lowenstein Sandler LLP).
M. Levine, Esq. and Michael J. Keane Jr., Esq. on behalf of
Defendant Neurological Associates of New Jersey (from
Garfunkel Wild P.C.).
HONORABLE ROBERT C. WILSON, J.S.C.
MATTER arises from a hospital's replacement of a
surgical group by signing an exclusive agreement with
another, competitor surgical group. Plaintiff North Jersey
Brain and Spine Center ("NJBSC") is a neurosurgical
group that held privileges at The Valley Hospital
("Valley") in Ridgewood, NJ. NJBSC's
responsibilities included, among other things, covering the
Emergency Department ("ED") call, and performing
services using specialized surgical equipment, specifically,
a Gamma Knife and a biplane angiography suite.
the relationship between NJBSC and Valley was amicable for
years, concerns arose regarding NJBSC's practices at
Valley. Specifically, Valley was concerned that NJBSC may be
unnecessarily transferring certain patients admitted into
Valley's ED to HackensackUMC ("HUMC") for
follow-up surgical procedures. The NJBSC physicians also held
privileges at HUMC. Valley also received reports from other
physicians and staff members at the hospital of NJBSC's
practices in the operating room that were concerning to the
operating room ("OR") staff.
the same time, Valley was interested in creating a
"Neurological Center of Excellency"
("Center") at the hospital. Valley would accomplish
this by entering into an exclusivity agreement with a
neurosurgical group. Valley hired an outside consulting firm
to create a report on a detailed study of the cost, quality,
and volume of neurosurgical services provided over several
years by the two largest surgical groups at Valley - NJBSC
and Neurological Associates of New Jersey ("NANJ").
A white paper was created as a result of this study, and
circulated among the members of the Board of Trustees
("Board") and Valley's president, Audrey Meyers
("Meyers"), to aid in the creation of the Center.
to the results of the study, Valley entered into an
exclusivity agreement with NANJ to further its goal of
creating the Center (the "Exclusivity Agreement").
Once the Exclusivity Agreement was executed, NJBSC was
notified that it was no longer permitted to use the biplane
angiography suite or the Gamma Knife to treat patients or
perform surgical procedures. NJBSC was also told that it
would no longer be responsible for ED calls.
filed this action against Valley, the Board, Meyers, and
NANJ. NJBSC alleges, among other things, a breach of contract
claim against Valley, the Board, and Meyers (collectively,
"Valley Defendants"). They argue that preventing
NJBSC from using the biplane suite, the Gamma Knife, and no
longer allowing them to participate in ED calls is a
termination of privileges. Valley's by-laws state that
physicians are entitled to a hearing before their privileges
are revoked by the hospital. NJBSC's physicians were
required to sign the by-laws before working at Valley, and
NJBSC argues that signing the by-laws created a contract
between Valley, the Board, Meyers, and NJBSC. Therefore, in
failing to provide them with a hearing, the Valley Defendants
were in breach of contract.
Valley Defendants argue that precluding NJBSC from using the
biplane suite and Gamma Knife, as well as being assigned ED
call, do not amount to a revocation of privileges. Since
these are not privileges, there was no violation of the
procedure laid out in the by-laws.
also alleges tortious interference claims against Valley, the
Board, Meyers, and NANJ. The tortious interference claims are
rooted in arguments that the aforementioned defendants took
part in activities that sought to prevent NJBSC from entering
into an exclusivity agreement with Valley and further the
Exclusivity Agreement to oust NJBSC. NANJ argues that the
activities they undertook amounted to nothing more than fair,
lawful competition, as nothing in the record rises to the
level of tortious interference under New Jersey law.
moves for partial summary judgment in its favor as to: (1)
breach of contract against the Valley Defendants; and (2)
breach of contract against the Valley Defendants for failure
to provide a hearing before termination of privileges. The
Valley Defendants and NANJ also move for summary judgment in
their favor, dismissing the complaint in its entirety. For
the reasons below, and because there exist several questions
of material fact, the motions for summary judgment are
DENIED in part, with the exception that
summary judgment is GRANTED with respect to
the issues of: (1) liability of the Board and Meyers; and (2)
the tortious interference claims.
Jersey procedural rules state that a court shall grant
summary judgment "if the pleadings, depositions, answers
to interrogatories and admissions on file, together with the
affidavits, if any, show that there is no genuine issue as to
any material fact challenged and that the moving party is
entitled to a judgment or order as a matter of law."
R. § 4:46-2(c).
Brill v. Guardian Life Insurance Co., 142 N.J. 520
(1995), the Supreme Court set forth a standard for courts to
apply when determining whether a genuine issue of material
fact exists that requires a case to proceed to trial. Justice
Coleman, writing for the Court, explained that a motion for
summary judgment under R. § 4:46-2 requires
essentially the same analysis as in the case of a directed
verdict based on R. § 4:37-2(b) or R.
§ 4:40-1, or a judgment notwithstanding the verdict
under R. § 4:40-2. Id. at 535-536. If,
after analyzing the evidence in the light most favorable to
the non-moving party, the motion court determines that
"there exists a single unavoidable resolution of the
alleged dispute of fact, that issue should be considered
insufficient to constitute a 'genuine' issue of
material fact for purposes of R. §
4:46-2." Id. at 540.
OF LAW AND DECISION
The Valley Defendants' Motion to Dismiss Breach of
Contract Claims as to the Board and Meyers is
clear that NJBSC has no viable claims against the Board or
against Meyers. There is no evidence in the record to support
a claim against the Board. Similarly, NJBSC's claims
against Meyers are invalid as a matter of law.
alleges contractual claims against the Valley Defendants.
However, the record only supports a finding that NJBSC
purportedly entered into a contractual relationship with
Valley alone in signing the by-laws, not with the Board or
with Meyers individually. New Jersey law construes by-laws as
a contract between a hospital and members of its staff.
Joseph v. Passaic Hospital Asso., 26 N.J. 557, 569
(1958); Raymond v. Cregar, 72 N.J.Super. 73, 85-86
(App. Div. 1962).
the foregoing, the act of NJBSC signing Valley's by-laws
does not create a contract between NJBSC and the Board. It
also does not create a contract between NJBSC and Meyers. At
best, it creates a contract between NJBSC and Valley only.
Therefore, the breach of contract claims against the Board
and Meyers must be dismissed.
The Valley Defendants' Motion to Dismiss NJBSC's
Claim of an Invalid Exercise of Discretionary Healthcare
Powers as to the Board and Meyers is Granted
also alleges claims against the Board and Meyers for an
invalid exercise of discretionary health care powers. The
jurisprudence in this area of the law speaks to the
procedural protections afforded to a physician against a
hospital with respect to hospital decisions. Hurwitz
v. AHS Hosp. Corp., 438 N.J.Super. 269, 296-70 (App.
Div. 2014) ("[F]ederal immunity is applicable so long as
the hospital and its participants acted in a fair and
reasonable manner and with a reasonable belief that the
actions taken were in furtherance of quality of health care
and warranted by the facts.")
Supreme Court of New Jersey determined that judicial
intervention in hospital decisions should be exercised on a
limited basis, and that reliance should be placed on internal
hospital remedies. Guerrero v. Burlington County Mem.
Hospital, 70 N.J. 344 (1976). The Court based its
reasoning on the need to balance the procedural rights of
physicians with the managerial expertise of the hospital
administration. Id. at 90-91. Furthermore,
"[s]o long as hospital decisions concerning medical
staff are reasonable, are consistent with the public
interest, and further the health care mission of the
hospital, the courts will not interfere." Zoneraich
v. Overlook Hosp., 212 N.J. Super. 83, 90 (App. Div.
1986) (citing Desai v. Barnabas Medical Center, 103
N.J. 79) (1986)).
light of the foregoing, there is nothing in the record to
support the notion that either the Board or Meyers made their
decisions regarding the Exclusivity Agreement in an
unreasonable manner. In fact, they relied on an extensive
report compiled by an outside company to assist them in
selecting NANJ as its exclusive ...