Opinion
Civil Action No. 04-2740.
May 11, 2005
Memorandum and Order
Defendants Delaware County, Delaware County Board of Institutional Management, Fair Acres Geriatric Center and Joseph Dougherty move for dismissal of the complaint in this Section 1983 civil rights case. For the reasons stated herein, the motion will be denied.
FACTUAL BACKGROUND
Ernest A. Tremblay, M.D., filed his complaint against Delaware County, Pennsylvania, Delaware County Board of Institutional Management, Fair Acres Geriatric Center, and Joseph Dougherty, in his official and individual capacities (collectively, the "Defendants"). Fair Acres Geriatric Center ("Fair Acres") is a nursing home/long term care facility that is allegedly owned by Defendant Delaware County and operated by Delaware County Board of Institutional Management (the "Board"). The Board, which is comprised of Delaware County Commissioners, manages Fair Acres. Joseph Dougherty is the Chief Executive Officer and Administrator of Fair Acres.
Dr. Tremblay is a partner in Lima Geriatric Associates ("LGA"), a partnership of physicians that has, since the mid-1980s, provided health care services to Fair Acres residents. Dr. Tremblay alleges that over approximately the last 20 years, LGA has provided these services pursuant to a series of contracts which grants LGA the exclusive right to do so. The specific contract (the "Contract") controlling the relationship at the time of Dr. Tremblay's termination had been executed on or about October 31, 2000, and was to remain in effect until November 30, 2003. The Contract, attached as an exhibit to Dr. Tremblay's complaint, expressly defines LGA as "an independent contractor to provide professional physician services" and states that LGA "agrees to constitute the `Attending Medical Staff' of Fair Acres under the rules of governance of the Fair Acres Geriatric Center." The parties to the Contract are the Delaware County Board of Institutional Management and LGA. Dr. Tremblay was one of the LGA partners who signed the Contract.
Dr. Tremblay asserts that this partnership is established pursuant to an Amended and Restated Partnership Agreement dated February 14, 1994.
Pursuant to the terms of the Contract, LGA was given discretion to assign physician staff to attend to patients at Fair Acres, but the Board and Fair Acres retained the right to approve of physicians providing care to residents through appointments and annual reappointment "in a manner similar to the practice in effect prior to the signing of this Agreement." Dr. Tremblay asserts that although the Board retained this right, neither Fair Acres, the Board nor Delaware County retained the right to preclude any of the LGA partners who signed the agreement from providing services to residents of Fair Acres.
On November 12, 2003, at a meeting with Mr. Dougherty and with Fair Acres' Medical Director, Joseph J. Armao, M.D., Dr. Tremblay was allegedly notified "without warning, notice or any opportunity to be heard" that he would no longer be part of the medical staff at Fair Acres. Complaint at ¶ 21. Dr. Tremblay further asserts that when he inquired as to the reason for this decision, Mr. Dougherty expressed concern that Dr. Tremblay presented a risk for malpractice. He allegedly gave otherwise vague responses to which Dr. Tremblay felt he could not respond in detail. Dr. Tremblay now argues that his termination contravened the policies recited in Fair Acres' Medical Policy Manual, and that his termination was, in part, retaliatory because he resisted Mr. Dougherty's urging to diagnose conditions in residents that were more serious than those which Dr. Tremblay believed were justified in order to gain increased reimbursements from government agencies.
The Medical Staff Bylaws for Fair Acres, which were attached as an exhibit to the Complaint and incorporated by reference in it, do not appear to establish specific procedures for the termination of medical staff privileges. The Bylaws simply state that the Delaware County Council would appoint medical staff, and that the appointment would be made for a period of two years. The only guidance with respect to the termination of privileges advises that the Delaware County Council must advise the Administrator and Medical Director of Fair Acres as to why they would seek such action.
In his two-count complaint, Dr. Tremblay first alleges that the Defendants are liable pursuant to 42 U.S.C. § 1983 because the Defendants acted under color of state law with respect to his appointment and termination and denied him proper procedural due process. Hence, he claims that his constitutional rights were violated. Dr. Tremblay specifically asserts that pursuant to the contract between LGA and Fair Acres and the Fair Acres' Medical Policy Manual, he had a property interest in his appointment to the Fair Acres Medical Staff and that he was therefore entitled to continue his appointment absent just cause for termination. In the second count, Dr. Tremblay alleges that the Board breached the Contract by terminating him from the medical staff because he was either a party to the Contract or, in the alternative, a third party beneficiary of it.
Dr. Tremblay seeks injunctive relief nullifying his termination from the Fair Acres Medical Staff, monetary damages in excess of $150,000, punitive damages, and attorneys' fees.
The Defendants have moved pursuant to Federal Rule of Civil Procedure 12(b)(6) to dismiss both counts of the Complaint. As to the first count, the Defendants assert that Dr. Tremblay did not have a protected property interest in his position at Fair Acres because he was not an employee of Fair Acres, but rather was an independent contractor. The Defendants alternatively assert that Dr. Tremblay was not deprived of any due process rights because he had notice that his appointment was up for renewal consideration, and he was given notice of the reasons for his dismissal. As to the second count, the Defendants argue that the Court should decline to exercise jurisdiction over the state law breach of contract claim because Dr. Tremblay has failed to state a federal claim upon which relief may be granted.
DISCUSSION
I. Motion to Dismiss — Standard of Review
When deciding a motion to dismiss pursuant to Federal Rule of Civil Procedure 12(b)(6), the Court may look only to the facts alleged in the complaint and its attachments. Jordan v. Fox, Rothschild, O'Brien Frankel, 20 F.3d 1251, 1261 (3d Cir. 1994). The Court must accept as true all well-pleaded allegations in the complaint and view them in the light most favorable to the plaintiff. Angelastro v. Prudential-Bache Sec., Inc., 764 F.2d 939, 944 (3d Cir. 1985). A Rule 12(b)(6) motion will be granted only when it is certain that no relief could be granted under any set of facts that could be proved by the plaintiff. Ransom v. Marrazzo, 848 F.2d 398, 401 (3d Cir. 1988).
II. Procedural Due Process Claim
To establish a claim under Section 1983, a plaintiff must demonstrate: (1) that the injurious conduct was committed by a person acting under color of state law; and (2) whether the conduct deprived the plaintiff of rights conferred by the Constitution or federal law. Sameric Corp. of Delaware v. City of Phila., 142 F.3d 582, 590 (3d Cir. 1998). With the exception of Mr. Dougherty, the Defendants all appear to be public entities and have not asserted in their defenses that they are not state actors or were acting in any other capacity in terminating Dr. Tremblay's medical staff privileges. Thus, the Court acknowledges that Defendants are persons that acted under color of state law, and must next determine whether the Complaint contains allegations sufficient to support a claim that the actions taken by them deprived Dr. Tremblay of property without due process of law.
Mr. Dougherty, although obviously not an entity, was acting as chief executive officer and administrator of Fair Acres and was thereby acting in his official capacity on behalf of a public entity.
In the context of wrongful public employment termination, an individual who is terminated may assert a constitutional claim if he can show that his termination deprived him of a liberty or property interest protected by the Constitution. Perry v. Sinderman, 408 U.S. 593, 599 (1972). A person claiming a property interest in employment must point to some source that confers a legitimate interest — more than "an abstract need or desire" or "a unilateral expectation" of continued employment — that would entitle the person to continued employment. Board of Regents v. Roth, 408 U.S. 564, 577 (1972). Whether an employment agreement or contract either explicitly or implicitly confers a property interest in continued employment is not governed by the Constitution or federal law, but rather by an independent source, such as state law. Board of Regents, 408 U.S. at 577.
Dr. Tremblay does not assert that the Defendants have deprived him of a liberty interest — i.e., for example, that his reputation to practice medicine has been harmed. Thus, the Court only considers whether the allegations in the Complaint sufficiently allege the existence and deprivation of a property interest.
Property interests in employment may be created by contract. Bishop v. Wood, 426 U.S. 341, 344 (1981).
Under Pennsylvania law, a two-step inquiry is applied to determine whether a plaintiff was deprived of his or her property rights in employment without due process of law. First, a court must determine the extent, if any, of the plaintiff's property rights in employment. See, e.g., Farr v. Chesney, 436 F. Supp. 521, 528 (M.D. Pa. 1977). If a property right is found to exist, the Court must then consider whether the deprivation of the property violated the due process clause of the Fourteenth Amendment. Id.
A. Property Right in Appointment to Medical Staff
The Defendants argue under two theories that the allegations in the Complaint do not support Dr. Tremblay having held a property right in his appointment to the Fair Acres Medical Staff. First, the Defendants argue that no property right in Dr. Tremblay's medical staff appointment arises because he was either an independent contractor or an employee of an independent contractor, and under either scenario the Contract cannot be interpreted to confer a property interest in a medical staff appointment. Alternatively, the Defendants argue that even if the Contract were to be interpreted in such a way, because it does not explicitly guarantee that any individual physician will be appointed to the Fair Acres Medical Staff, Dr. Tremblay cannot assert an individual property interest in the appointment under the Contract.
1. Property Interest Extending to Independent Contractor
The Defendants assert that either as an independent contractor or employee of an independent contractor (LGA) there was no property interest in continued employment for any physician providing services because the Contract contained no "termination for cause" clause. In response, Dr. Tremblay argues that a property interest in his appointment arises because the Contract and the Fair Acres Medical Staff Manual, when read together, provide that an appointee to the Fair Acres Medical Staff could only be terminated for cause.
At least one Pennsylvania-based court has concluded that under certain circumstances, a contract giving rise to an independent contractor relationship establishes a "legitimate and binding entitlement to property." Farr v. Chesney, 437 F. Supp. 521, 529 (M.D. Pa. 1977). Typically, courts have found such an interest where an independent contractor is promised that the contract would continue until a specific date or where the position in question provided for termination only for cause.See, e.g., Samson v. Harvey's Lake Borough, 881 F. Supp. 138, 144 (M.D. Pa. 1995) (finding no legitimate property interest because no specified time frame for employment and relationship not governed by termination for cause provision in statute);Farr v. Chesney, 437 F. Supp. at 529 (finding legitimate property interest where independent contractor was given oral promise that position would continue until a specified date).
In Farr, the plaintiff was a clinical psychologist who entered into an oral agreement with the program administrator of the Juniata Valley Office of Mental Health and Mental Retardation (a Pennsylvania county office) to provide counseling services for a defined period of time. Subsequently, the commissioners of the counties had a dispute with the plaintiff with respect to her counseling methodologies and, as a result, terminated her employment prior to the end date in the contract. The plaintiff sued the county commissioners, alleging that her constitutional right to due process had been violated by her early termination. In concluding that "an independent contractor's agreement with a public agency is a legitimate and binding entitlement to property in this context," the Farr court reasoned that the oral contract with the administrator was binding, and that the parties had agreed to a specific term for the plaintiff's employment.Farr, 437 F. Supp. at 529. The circumstances supported a finding that the plaintiff retained a property interest in her employment because the plaintiff had been told by the administrator that her employment would be sustained over a particular period of time.
The Defendants rely on Piecknick v. Commonwealth of Pennsylvania, 36 F.3d 1250 (3d Cir. 1994), to support their argument, specifically arguing that the Piecknick court noted favorably the reasoning set forth in San Bernardino Physicians' Services Medical Group v. County of San Bernardino, 825 F.2d 1404 (9th Cir. 1987), a case that the Defendants' argue is analogous to the present matter. In San Bernardino, an incorporated medical practice entered into a contract with San Bernardino County to provide professional emergency room and burn care treatment services for a county-operated medical center. The contract was prematurely terminated, and the medical practice asserted that it had a property right in continuing to provide services. Therefore, the plaintiff claimed that its rights to due process had been violated. In finding that the contract did not confer sufficient property rights on the physician group, the court noted that a contract with an incorporated medical practice to supply the services of others differed from that of an individual's contract to supply his or her own services. San Bernardino, 825 F.2d at 1409 n. 5.
The Defendants contend that the San Bernardino contract is analogous to the Contract in this case, in that it, like the contract between the medical practice and San Bernardino County, could not give rise to an individual property interest for Dr. Tremblay because the Contract was structured to provide the services of parties other than LGA. Not surprisingly, Dr. Tremblay disagrees, arguing that San Bernardino is distinguishable because the termination provisions with respect to the Contract here are irrelevant in that it was not the Contract, but rather a single physician's medical staff privileges, that was terminated. In both his opposition to the Motion and at oral argument, Dr. Tremblay argues that this case is more analogous to Farr than to San Bernardino, in that the Defendants' conduct gave rise to an expectation in Dr. Tremblay's continued appointment to the Fair Acres Medical Staff.
After considering both Piecknick and San Bernardino, this Court sees this dispute as distinct from both of the referenced cases. Piecknick addressed whether a tow truck operator had a legitimate property interest in continued assignments from the state police. The Piecknick court found that there was no actionable property interest arising from a mere policy that had been put in place by the Commonwealth, and not an actual statute or regulation. Additionally, the favorable citation to San Bernardino was in support of the proposition that where a state "directs third parties facing an emergency need for a service to an independent contractor," the contractor cannot be considered an employee of the state because he is a "mere supplier of services." Piecknick, 36 F.3d at 1259. In the present case, the Contract between the Defendants and LGA, although establishing an independent contractor relationship, conferred upon LGA the exclusive right to provide services to Fair Acres residents.See Contract at ¶ 7 ("[r]ights granted to Provider to provide physician services to residents of Fair Acres Center are exclusive to the extent allowable by law") (emphasis added). Thus, the present circumstances are not such that the state was merely directing third parties to LGA for services; LGA, through the Contract with the Board, agreed to provide all services for Fair Acres residents on an exclusive basis.
The circumstances in San Bernardino are closer to those of the present case, in that in both cases the property rights are alleged to have arisen from a contract for the provision of medical services. However, there are important distinctions between this case and that that must be recognized. In San Bernardino, the court acknowledged that federally protected property interests may arise from state-based contracts, noting that a crucial factor in determining whether a contractual interest is federally protected is the importance of the interest to its holder. San Bernardino, 825 F.2d at 1409. The court went on to draw a distinction between a state-created contract to supply an individual's own services and a state-created contract to supply the services of others, concluding that in the latter case, the individual physician's status depended not upon the practice's contract with the county, but rather on his or her own employment contract with the practice. Id. It is in this regard that the Court sees this case as distinct from San Bernardino.
In this case, although the parties to the Contract were the Board and LGA, the medical staff appointments, which were to be assigned by LGA and approved by the Board and Fair Acres, actually were individual in nature. See Contract at ¶ 8. Additionally, LGA is not an incorporated practice that employed the assigned physicians, as was the case in San Bernardino, but rather is a partnership which is alleged to have acted as a "pass-through" entity that transferred to the providers the share of the earnings each one generated. See Jan. 11 Trans. at 24:16-20. Thus, Dr. Tremblay alleges that he did not have a separate contract or agreement (partnership or otherwise) with LGA from which his income was generated and calculated. In this respect, the effect of the Contract appears to be more similar to a personal services contract and less that of a contract to provide for the services of another. Although the Court does not believe that the claims in this case directly align with those inFarr, the Court believes that further scrutiny of the Fair Acres Medical Staff Bylaws in conjunction with the Contract to assess whether a legitimate property interest might be alleged is warranted.
As discussed supra at note 6, the terms of the oral contract in Farr were between the plaintiff and the representative of the defendant agency and provided that the plaintiff would work for a stated period of time. Although the plaintiff did have a work history with the agency, the Farr court found that the plaintiff had a reasonable expectation of continued employment with the agency because she had been promised employment until a certain period of time, an issue which the court found the plaintiff had plainly made an important factor in her decision to accept the terms of the agreement.Farr, 437 F. Supp. at 525, 529.
The Court notes that both the Contract and the Fair Acres Medical Staff Bylaws were attached to and incorporated into the Complaint. Thus, the Court may consider these documents in deciding the Motion to Dismiss. However, the Court specifically notes that it is not considering the present motion as one for summary judgment pursuant to Federal Rule of Civil Procedure 12(b)(6), as the Court believes that further discovery in this matter is warranted.
The Court notes that a sufficient property interest in this case would have to arise from the Contract itself, as there does not appear to be any such right arising from Pennsylvania statute. The majority of Pennsylvania courts addressing the existence of a protected property interest in medical staff privileges are in the hospital, as opposed to the nursing home, context. See, e.g., Allison v. Centre Community Hospital, 604 A.2d 294 (Pa.Commw.Ct. 1992) (concluding that hospital was not a state actor); Bhatt v. Uniontown Hospital, No. 83-2455, 1986 WL 30681 (W.D. Pa. March 20, 1986) (same). Although the Commonwealth regulates the governance of medical staff for hospitals, it is unclear as to whether these provisions apply to nursing homes. At oral argument, counsel for Dr. Tremblay stated that based on his research, there is no requirement for a nursing home to have an attending medical staff. Jan. 11 Trans. at 26:6-10. Upon further review, the Court also finds no such statutory requirement, and notes that an examination of cases in which courts have considered whether medical staff privileges constitute legitimate property interests might be helpful here.
In the absence of either statutory or case law addressing this specific issue within the Third Circuit, Dr. Tremblay cited to two such cases from elsewhere. In Northeast Georgia Radiological Assocs. P.C. v. Tidwell, 670 F.2d 507, 508-09 (5th Cir. 1982), a plaintiff radiologist and his medical practice filed suit against a hospital that terminated an exclusive contract to provide radiology services to its patients. Tidwell, 670 F. 2d at 508-09. The agreement provided that the plaintiff and his practice would be continuously employed, with termination only for cause, that all members of the practice were required to be members of the hospital medical staff, and that any matters not included in the contract were to be governed by the medical staff and hospital policies. Id. at 509.
When the hospital terminated the contract without a pre-termination hearing, the radiologist and the practice filed suit, alleging deprivation of constitutional rights and breach of contract. Id. at 510. Although the district court granted summary judgment in favor of the hospital on the grounds that the plaintiff lacked a protected property interest in his appointment, the Court of Appeals for the Fifth Circuit disagreed, finding that the incorporation of the medical staff bylaws, which detailed the procedure through which adverse action against a physician could be taken, demonstrated a "mutually explicit understanding" that medical staff privileges could not be terminated absent the procedures defined in the bylaws. Id.
In Bloom v. Hennepin County, 783 F. Supp. 418, 438 (D. Minn. 1992), the plaintiff was a physician who sued, among other parties, the officials of a public health center when his hospital staff privileges were terminated after he was discharged from his position as a physician in a medical practice that exclusively provided services to the center. The physician claimed that because the hospital bylaws provided for hearings before staff privileges could be revoked, his privileges had been revoked without due process of law. Bloom, 783 F. Supp. at 438. In finding that there was no actionable property right, theBloom court stated that the hospital bylaws, which required notice and a hearing before privileges could be revoked, had to be considered in conjunction with the plaintiff's employment contract, which provided that the plaintiff could be terminated without cause upon 60 days notice. Id. Because the plaintiff was aware, by virtue of the terms of the two agreements, that he could lose staff privileges via his termination with the medical practice, the court concluded that his alleged property interest in staff privileges was "merely a unilateral expectation that [staff privileges] would continue," and not a legitimate claim of entitlement to a property interest. Id.
The Court observes that in each of these cases, the contracts in question were construed to give effect to the parties' intent in structuring them, thereby reinforcing the reasoning that all aspects of an agreement must be considered in determining whether an interest in continued employment was intended.
The Contract states that physicians assigned as medical staff for Fair Acres "must maintain membership on the Active Medical Staff . . . and abide by the Fair Acres Medical Staff Bylaws, Medical Policies and Procedures and all other applicable rules and regulations. . . ." Complaint at ¶¶ 18, 19; Contract at ¶ 8. Thus, the allegation that the Bylaws were intended to provide the procedures through which LGA physicians were to be appointed and reappointed and, in this regard, became part of the Contract is supported.
In turn, the Bylaws state that "[a]ppointment to the Medical Staff shall be made . . . for a period of two years." Fair Acres Medical Staff Bylaws at Art. III, § 4. The Bylaws also provide for a specific procedure if a medical staff appointment were not to be renewed. Id. These provisions, when read in the context of the Contract providing for the appointment of LGA physicians to the Fair Acres Medical Staff, support Dr. Tremblay's allegation that there was a particular time frame that an appointee could expect to be on the medical staff, and that there were particular procedures in place that Fair Acres agreed to follow should it decide to refuse reappointment to a medical staff member.
The Bylaws specifically provide that "[s]hould Delaware County Council wish to take the initiative in refusing to reappoint any member, it shall so advise the Administrator and Medical Director, stating reasons and asking for recommendation as to further action." Fair Acres Medical Staff Bylaws at Art. III, § 4.
Moreover, the Complaint includes allegations that LGA has provided medical staff services to Fair Acres since the mid-1980s, that prior to the present incident, Dr. Tremblay's position on the Medical Staff has routinely been renewed, that he has been a member in good standing on the Medical Staff since approximately 1980, and that other physicians who are partners of LGA have, in practice, "routinely been reappointed" whenever the contract between LGA and Fair Acres is renewed. Complaint at ¶¶ 13, 17, 20. In essence, the allegations in the Complaint, including its attachments, support a claim that Dr. Tremblay's interest in and entitlement to a medical staff appointment arises from several sources, and not just the Contract.
It is further apparent to the Court that the parties appear not to share an understanding of the precise nature of Dr. Tremblay's legal relationship with Fair Acres. As Dr. Tremblay points out, although his signature is affixed to the Contract under the signature line titled "Lima Geriatric Associates (A Partnership)," along with several other physicians, the signatures affixed to the agreement do not indicate whether the physicians are signing as partners of LGA or as individual physicians who will be providing services. Moreover, at oral argument, counsel for Dr. Tremblay stated that he was unsure whether all of the signatories to the Contract were partners of LGA at the time the Contract was signed and could not state definitively why all of the physicians signed. Jan. 11 Trans. at 31:12-15; 32:1-14. At this juncture in the litigation, prior to there having been any discovery with respect to this or any other issue relating to the intent of the parties when the Contract was signed, it is not possible for the Court to discern whether the individual signatories were intended to be parties, third party beneficiaries, or non-parties to the Contract.
The Court therefore concludes that there are sufficient questions with respect to the allegations in the Complaint, when considered in a light most favorable to Dr. Tremblay, to support the allegations that the Fair Acres Medical Staff Bylaws and LGA Contract could have established an expectation of continued appointment that would constitute a property interest. Thus, at least at this early stage of the case, there is support for the claim that Dr. Tremblay may have a property interest in his appointment to the Fair Acres Medical Staff.
2. Dr. Tremblay's Interest in the Contract
The Defendants alternatively assert that because the Contract is between LGA and Fair Acres, and does not guarantee that the services of any individual physician will be utilized, no property interest can arise from it. Dr. Tremblay responds that the Contract is ambiguous as to whether Dr. Tremblay is a party to the Contract or participated in it only as a partner to LGA. Because the Court finds that the allegations that the Contract and Bylaws are sufficient to support Dr. Tremblay's claim at this point, this issue need not be addressed at this point. However, the issue is relevant to Dr. Tremblay's claim for breach of contract, and will be discussed below.
B. Sufficient Process
Having established that the allegations in the Complaint sufficiently support the claim that Dr. Tremblay had a protected property interest in his continued appointment to the Medical Staff at Fair Acres, the Court must next consider whether the allegations sufficiently support a claim that Dr. Tremblay was not afforded proper process before his appointment was terminated.
The Defendants argue that assuming Dr. Tremblay can establish that he had a protected property interest in his position, he has failed to allege that he was not afforded sufficient process before his position was terminated. The Defendants specifically note that Dr. Tremblay was aware that the LGA contract was coming up for renewal at the end of the month, and that it was time for appointments and reappointments to the Fair Acres Medical Staff, thereby giving him notice. The Defendants argue that being afforded a meeting with the Fair Acres Medical Director during which the concerns with respect to his performance were explained constituted sufficient process for Dr. Tremblay.
Dr. Tremblay disagrees with this characterization, noting that his privileges were terminated before the Contract was up for renewal and that until this point, LGA physicians, including Dr. Tremblay, had been routinely reappointed. Dr. Tremblay further asserts that he was not afforded an opportunity to "dispute, argue or appeal" the termination, and thereby was deprived of his interest without due process of law. Complaint at ¶¶ 24, 31. Moreover, Dr. Tremblay argues that due process requires more than a simple notice of termination, but also requires that the party affected be given an opportunity to be heard.
The Supreme Court has stated that the "root requirement of the Due Process Clause [is] . . . that an individual be given an opportunity for a hearing before he is deprived of any significant property interest." Cleveland Board of Education v. Loudermill, 470 U.S. 532, 542 (1985). Due process requires, at a minimum, that "deprivation of property be preceded by notice and an opportunity for hearing appropriate to the nature of the case." Farr v. Chesney, 437 F. Supp. 521, 530 (M.D. Pa. 1977).
Dr. Tremblay alleges that he learned of the termination of his appointment on November 12, 2003 "without warning, notice or any opportunity to be heard." Complaint at ¶¶ 21-22. This allegation, if true, sufficiently supports a claim that Dr. Tremblay was deprived of his interest in the medical staff appointment without due process of law. Because the Court has concluded that the allegations in the Complaint support the existence of a property interest in Dr. Tremblay's appointment to the Fair Acres Medical Staff and that the interest was deprived without due process, the motion to dismiss this count of the Complaint will be denied.
III. Breach of Contract Claim
Dr. Tremblay next asserts that either as a party to, or a third party beneficiary of, the Contract, the Defendants breached the Contract by prematurely terminating his appointment. In order to determine whether the allegations in the Complaint sufficiently support this claim, the Court must consider whether Dr. Tremblay has an interest in the Contract as a partner of LGA, a signatory thereto, or as a third party beneficiary.
A. Dr. Tremblay's Interest in the Contract as an LGA Partner
The Court first considers whether and to what extent, if the Contract is found to be solely between LGA and Fair Acres, Dr. Tremblay holds a personal interest in the Contract. The general rule under Pennsylvania partnership law is that "[a]ll property originally brought into the partnership stock or subsequently acquired, by purchase or otherwise, on account of the partnership is partnership property." 15 Pa. C.S.A. § 8313(a) (West 2004). Individual partners do not have title to any of the partnership assets, and the interest of each partner is, under the law, a resulting interest which can only be ascertained pursuant to an accounting. Zion v. Sentry Safety Control Corp., 258 F.2d 31, 34 (3d Cir. 1958). In this case, if LGA is the owner of the Contract, Dr. Tremblay would have no individual claim to it.
B. Ownership of the Contract
The Court next considers whether the Contract was signed by Dr. Tremblay solely on behalf of the partnership or also as an individual physician agreeing to provide medical staff services, thereby granting Dr. Tremblay a personal interest in the Contract. In this regard, Dr. Tremblay argues that the Contract is ambiguous as to whether it would extend to all of the signing physicians, thereby making Dr. Tremblay a potential party as an individual to the Contract. To the extent that the Contract is ambiguous, it will require interpretation under Pennsylvania law.
To interpret a contract under Pennsylvania law, a court must try to ascertain the intention of the parties that executed the contract. ZL Lumber Co. of Atlasburg v. Nordquist, 502 A.2d 697, 700 (Pa.Super.Ct. 1985). If the terms of a contract are clearly expressed, the intention of the parties must be determined from the contract's language. Id. However, if the language is ambiguous, a court must consider extrinsic evidence to determine the parties' intent. Id. A contract will be found to be ambiguous "if, and only if, it is reasonably or fairly susceptible of different constructions and is capable of being understood in more senses than one and is obscure in meaning through indefiniteness of expression or has a double meaning."Metzger v. Clifford Realty Corp., 476 A.2d 1, 5 (Pa.Super.Ct. 1984). While it is a court's responsibility to determine whether the terms of a contract are ambiguous, assessing the parties' intent to resolve ambiguities are a matter for the fact finder.Metzger, 476 A.2d at 5.
Dr. Tremblay argues that although LGA is defined in the Contract as the "Provider," the signature page does not indicate whether the parties signed as partners of LGA or as individual physicians who would be entitled to medical staff privileges.Contract at 1, 14. As noted above, at oral argument counsel for Dr. Tremblay stated that he was unsure as to whether all of the physicians who signed the Contract were LGA partners at the time they signed, see Jan. 11 Trans. at 31:12-25; 32:1-12, thereby introducing the possibility that the signers of the Contract were signing as physicians to be granted medical staff privileges and introducing some ambiguity as to the parties' intent.
Although the Court notes that the formal parties to the Contract are the Delaware County Board of Institutional Management and LGA, there does appear to be some ambiguity as to the parties' intent in having physicians who were not partners of LGA execute it. Because the parties dispute the intentions underlying the terms of the contract, and Dr. Tremblay alleges that he retained some rights under the Contract, dismissal of the claim on this basis at this point in the case would not be appropriate.
C. Interest in the Contract as a Third Party Beneficiary
Dr. Tremblay alternatively asserts that if he cannot assert a claim under the Contract as a party to it, his claim for breach of contract cannot be dismissed because he is a third party beneficiary of the Contract. In light of the foregoing conclusion that the ambiguity in the Contract precludes dismissal of the claim, the Court need not decide this issue at this time.
IV. Jurisdiction over State Law Claims
The Defendants finally argue that because Dr. Tremblay has not set forth a federal claim upon which relief can be granted, and because Dr. Tremblay was removed from the Medical Staff pursuant to the terms of the Contract, no breach of contract claim may lie. In response, Dr. Tremblay asserts that the Court may, pursuant to 28 U.S.C. § 1367, exercise supplemental jurisdiction over other claims, as long as they are "so related to claims in the action within such original jurisdiction that they form part of the same case or controversy."
Federal courts may hear and decide state-law claims along with federal-law claims when the "are so related to claims in the action within such original jurisdiction that they form part of the same case or controversy." 28 U.S.C. § 1367(a). Because the Court has concluded that Dr. Tremblay has sufficiently asserted a valid constitutional claim pursuant to 42 U.S.C. § 1983 and because the breach of contract claim arises from the same controversy between the partes, the Court may properly exercise jurisdiction over the breach of contract claim.
CONCLUSION
Considering the allegations in the Complaint as true, as the Court is obliged to do when considering a motion to dismiss, the Court finds that the allegations in the Complaint are sufficient to support both of Dr. Tremblay's claims. For these reasons, the motion to dismiss will be denied in its entirety. An appropriate Order follows.
ORDER
AND NOW, this __th day of May, 2005, upon consideration of the Motion to Dismiss filed by Delaware County Board of Institutional Management, Delaware County, Joseph Dougherty and Fair Acres Geriatric Center (Docket No. 9), the response thereto (Docket No. 10), and oral argument on the Motion, it is ORDERED that the Motion is DENIED. The Defendants are instructed to file their answer to the Complaint within twenty (20) days of the date of this Order.