Le v. Osuji

HA LE v. EMMANUEL OSUJI, M.D., et al.

No. 00823

COURT OF SPECIAL APPEALS OF MARYLAND

September Term, 2016

November 16, 2018

Circuit Court for Howard County

Case No.: 13-C-15-102568 OT

UNREPORTED

Meredith, Kehoe, Thieme, Raymond G., Jr. (Senior Judge, Specially Assigned), JJ.

Opinion by Meredith, J.

This is an unreported opinion, and it may not be cited in any paper, brief, motion, or other document filed in this Court or any other Maryland Court as either precedent within the rule of stare decisis or as persuasive authority. Md. Rule 1-104.

After Severn Anesthesia Services, P.A. ("SAS," one of the appellees), terminated its employment contract with anesthesiologist Ha Le, M.D., ("appellant" or "Dr. Le"), Dr. Le filed suit in the Circuit Court for Howard County against SAS and two of his former colleagues, Drs. Emmanuel Osuji ("Dr. Osuji") and Kamau Jackson ("Dr. Jackson"), who are both appellees. Prior to trial, the court granted summary judgment in favor of SAS on two of the counts of the amended complaint. Then, during the jury trial, pursuant to motions for judgment made at the close of Dr. Le's case in chief, the court granted judgment for Drs. Osuji and Jackson on the remaining counts. This appeal followed.

QUESTIONS PRESENTED

Dr. Le presents two questions for our review:

1. Did the Circuit Court err by granting summary judgment [in favor of SAS] as to Counts V and VI?

2. Did the Circuit Court err by granting judgment [in favor of Drs. Osuji and Jackson] as to Counts I through IV?

For the reasons that follow, we answer "no" to both questions, and affirm.

FACTS AND PROCEDURAL HISTORY

SAS is a professional association of anesthesiologists. During the time of the events that are the subject of this case, SAS held a contract with Baltimore Washington Medical Center ("BWMC") to serve as the hospital's exclusive provider of anesthesiology services. At the time relevant to these events, nineteen physicians who were board-certified in anesthesiology held ownership interests in SAS. It is governed by bylaws, and employs both shareholder and non-shareholder anesthesiologists.

Dr. Le became affiliated with SAS in 1998, and was elected by his co-shareholders to serve as the president of SAS from 2008 to 2012. In 2009, Dr. Le and SAS entered into a "Restated Employment Contract," which provided, inter alia, that Dr. Le's employment could be terminated without cause: a) upon 90 days' written notice prior to the effective date of termination, and b) only after 75% of the Board of Directors, not counting the employee, voted in favor of termination.¹

At the time of the events that gave rise to this case, Dr. Osuji was a past president of SAS, and the current Chairman of BWMC's Department of Anesthesia. Dr. Jackson was Secretary of SAS's Board of Directors.

The contract ("Hospital Contract") between SAS and BWMC was SAS's major source of income. Although the initial term of the contract provided that it would not expire until June 30, 2017, the hospital had the right to terminate the contract immediately for a variety of causes, one of which was an SAS physician's "inability to work with and relate to others, including, but not limited to, Hospital patients and staff, in a respectful, cooperative, and professional manner." Hospital Contract, § 12.5.10.

It was undisputed that the Hospital Contract was viewed as essential to SAS's survival by the doctors who owned SAS. Dr. Jackson testified during his deposition that "maintaining the [H]ospital [C]ontract is absolutely [the] highest priority."

Dr. Le had difficulty in the area of interpersonal relationships. In April 2013, Dr. Osuji met with Dr. Uma Prabhakar (President of SAS), Dr. Samir Dalal (Chairman of Quality Performance Improvement), and Dr. Le "to discuss the disruptive behavior displayed by Dr. Ha Le and his response to it." A memorandum dated April 18, 2013, noted that, on April 10, 2013, Dr. Le had become upset at "having not been relieved on time," and Dr. Le had "angrily called the person who had been the anesthesia officer of the day, . . . and allegedly shouted at him . . . ." "On the same day in question [April 10, 2013], he then was loud with the person who did come to relieve him (Dr. Forsythe) to the point where they stated to him that he was not their father and he needed to lower his tone, all of which was overheard by both nurses and surgeons in the room." When Dr. Osuji and Dr. Jackson had met with Dr. Le on April 12 to discuss the incident, Dr. Le "did not show insight into why his behavior was wrong." But he "acknowledged that he does get angry" at times. "Dr. Osuji then thanked him for understanding that disruptive behavior cannot be tolerated . . . and got [a] commitment from him that his angry outbursts would cease now . . . ."

In approximately February 2014, Dr. Jackson was summoned, unexpectedly, to a meeting with Dr. Marshall Benjamin, the hospital's Chief of Surgery. According to Dr. Jackson, at that meeting, Dr. Benjamin noted that he had always gone to bat for SAS withhospital administrators, but Dr. Benjamin indicated that his confidence in the group was waning due to a number of reasons. Although Dr. Le was one of the SAS physicians Dr. Benjamin mentioned, "the conversation wasn't focused" on him, but on SAS in general. As Dr. Jackson testified in his deposition --- excerpts of which were read to the jury at trial --- "[t]he overwhelming theme was, 'You guys as a group need to make sure confidence is restored with the surgeons because I can't . . . continue go to bat for [SAS].'" This was of great concern to Dr. Jackson because it was well known among the SAS doctors that the hospital administration regularly received requests from other anesthesiology groups that wanted to replace SAS as the hospital's anesthesiology provider. But Dr. Jackson did not leave the meeting feeling that the Hospital Contract (which had just recently been signed on February 24, 2014) was in imminent danger. Rather, he was concerned that SAS's "positive relationship" with the hospital was in jeopardy, and he knew that SAS could not afford to lose Dr. Benjamin's support. Accordingly, Dr. Jackson informed Dr. Osuji of his conversation with Dr. Benjamin.

Dr. Osuji had his own "group of conversations" with Dr. Benjamin during the same time frame, which were to similar effect. In his deposition, Dr. Osuji testified that Dr. Benjamin conveyed that he was

. . . not as satisfied with the direction that the group was going.

He was also unhappy because he had heard that some of our people were leaving and he felt that some of the people that were leaving were good people and that if all the good, quality people were leaving, then we will be left with people who are not quite as clinically competent.

[Dr. Benjamin] even mentioned that in his role as Chief of Surgery, he has meetings with the Chief Medical Officer . . . [who] has mentioned that he gets requests for proposals for the anesthesia contract frequently . . . and that it's only because he's happy with us overall that he intends to lend his support and tells them not to bother looking at that. But make no mistake, at no point in time did he say to me, okay, that we had to get rid of Dr. Le.

(Emphasis added.)

These conversations in the spring of 2014 "caused [Dr. Osuji] concern," and Dr. Osuji met with Dr. Jackson and Dr. Christopher Buckley (who was then SAS's Treasurer) to discuss changes that needed to be made. They decided to call a special "partners' meeting" for April 25, 2014, and Dr. Jackson sent out notices to that effect.²

The April 25 partners' meeting began with Dr. Osuji speaking in general terms about his conversations with Dr. Benjamin, without mentioning any specific doctors' names. However, at some point, Dr. Le interrupted and identified himself as the person about whom Dr. Osuji was speaking. The meeting deteriorated into "a free-for-all to some degree, where people were conveying their prior negative interactions with Dr. Le," as Dr. Jackson testified in his deposition. Dr. Le "became very aggressive in his language and his body language," and "was singling people out . . . he went down the line of people sitting at a table . . . and was, like, you tell me, you tell me right now one time where I've disrespected you."

Minutes of the April 25, 2014 meeting, prepared by Dr. Jackson as SAS Secretary, included the following statements:

the reason for an early morning meeting includes . . . there has been concerns, which were brought to the attention of the Chair of Anesthesia about SAS

~SAS contract security could be in jeopardy, if we do not improve as a group

~our clinical excellence can and has often been undercut by behavioral issues within our group

* * *

~it is unfair for the hard work of some of us to be so easily undermined by the perceived aggressive behavior of others, which has caught the attention of our surgical colleagues, and nursing staff

* * *

~there have been complaints that some individuals do not seem to be able to appropriately provide anesthetic medical management for thoracic and/or major vascular procedures . . .

* * *

~clinically, our group is doing well, but there are individuals who[se] names continue to be mentioned both within and outside of our department, as being overly aggressive, confrontational, angry (money hungry) and that behavior divides the group and can not be tolerated anymore . . .

* * *

~the conversation began to include Dr. Le, as a provider who had several behavioral and clinical complaints while on the OB rotation. It was reported by the OB staff that he was yelling at them and was additionally confrontational with the OB physicians, . . . . Clinically, there was a formal complaint that included a statement addressing the "lack of his epidurals working (treating labor pain) the majority of the time".

~the discussion then returned to Dr. Le's aggressive outbursts and confrontations with other SAS members. It was mentioned that some of thepartners who were leaving SAS felt that

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