Volcjak v. Washington County Hospital Ass'n

ADKINS, Judge. Appellant, Edward E. Volcjak (Volcjak), sued Washington County Hospital Association (WCHA or hospital) in the Circuit Court for Washington County because the hospital terminated his clinical privileges in anesthesiology without providing him a hearing when it entered an exclusive contract with a group of anesthesiologists. Volcjak also sued the group that obtained the exclusive contract, Blue Ridge Anesthesia Associates, LLC (Blue Ridge). The court granted summary judgment in favor of the hospital on Volcjak’s contract and tort claims against the hospital, and dismissed with prejudice his contract and tort claims against Blue Ridge. ⁴⁸⁵ FACTUAL AND LEGAL BACKGROUND Volcjak held clinical privileges in anesthesiology at WCHA from 1974 until termination of those privileges by WCHA in 1996.

The catalyst for the hospital’s decision to terminate Volcjak was a severely critical report of the division of anesthesiology at WCHA issued by the United States Department of Health and Human Services, Health Care Financing Administration (HCFA). At the time HCFA conducted its survey and issued its report, Volcjak was Chief of the WCHA Anesthesiology Division. HCFA Report and Hospital Response In February of 1995, HCFA issued a report outlining certain alleged breaches in the standards of clinical practice occurring in the anesthesiology division at WCHA. The HCFA report alleged, in part, that the anesthesiologists were: (1) administering anesthesia while at the same time supervising the provision of anesthesia services by certified registered nurse anesthetists, 1 (2) leaving anesthetized patients unattended, (3) failing to require pre-anesthesia evaluations of patients, (4) failing to record the intra-operative condition of patients, and (5) failing to prepare post-anesthesia reports for anesthesia patients.

The HCFA report contained specific criticisms of the Chief of Anesthesiology, although Volcjak was not mentioned by name. These were as follows: 1. The Chief of the [division] of Anesthesiology has not carried out his responsibilities as defined in the department’s Rules and Regulations. These responsibilities include the formulation and enforcement of policies and procedures in accordance with sub-department approval for the standard of practice of anesthesiology in the operating room and other areas in the hospital where anesthesiology services may be offered, and assuring at least annual review of ⁴⁸⁶ these policies and procedures.

Examples of the lack of enforcement of policies include: a. Registered nurses are allowed to perform pre and post-anesthesia evaluations when the policies require that this function be performed by an anesthesiologist. b. Post-anesthesia follow-up reports are not documented in the patients’ medical record____ c. Problems and complaints regarding physicians’ attitudes, clinical practice patterns and availability for services have been identified; ... 2. ... [M]edications (including sedatives, tranquilizers and anesthetics) were left unlocked and unsupervised.

This situation presents a scenario for unaccountable drug loss and safety concerns if removed by unauthorized individuals. The Board of Trustees was advised of the HCFA report and it responded in a Resolution, issued on March 30, 1995, which, in pertinent part, provided: WHEREAS, in December of 1994 the Division of Anesthesia was surveyed by [HCFA] as a result of a complaint of practices suspected of constituting Medicare fraud, which survey resulted in a list of criticisms ... [of the Division of Anesthesia] ... and WHEREAS, as a result of the findings during the December 1994 survey, HCFA ... returned] in February 1995 for a more extensive investigation; said investigation resulting in a draft report concluding this Hospital to be out of compliance with Medicare Conditions of Participation primarily because the Division of Anesthesiology was not performing quality improvement activities, did not have adequate rules and regulations, was not practicing in accordance with its own rules and regulations nor with HCFA standards, was careless with the handling of controlled substances, was not supervising CRNA’s [sic] properly, was not responding to reported clinical deficiencies, was fragmented into separate groups and independent practitioners, and did not have effective leadership; and ⁴⁸⁷ WHEREAS, legal counsel to this Hospital and Hospital Management have both advised this Board of the following actions that may result from the critical OLCP survey and report, some of which appear below in order of severity: —Full survey of the total Hospital operation —Removal of this Hospital’s “deemed status” —Imposition of a Corrective Action Plan —Initiation of the Medicare decertification process by HCFA WHEREAS legal counsel and Hospital Management have both explained the consequences of any of the above actions upon this Hospital’s reputation and especially upon this Hospital’s relationship with its current public financing agencies and the impact on future borrowing needs; and WHEREAS, the Executive Committee of this Board on March 20, 1995, saw the need for swift, decisive action and acted on its authority by authorizing the President to implement one or more of the following actions: a. Employ or contract with a Chief of Anesthesia pursu - ant to a detailed written contract. b. Contract with a group to perform anesthesiology services on an exclusive basis. c.

Employ or contract with a Chief of Surgery[.] The Executive Committee further stated that the anesthesiologists presently practicing at the Hospital be given an opportunity for a limited time to consolidate their practices and contract with the Hospital; and NOW THEREFORE, it is this 30th day of March 1995, RESOLVED, that this Board does hereby authorize and direct the President of the Hospital to implement one or both of the following actions: a. Employ or contract with a Chief of Anesthesia pursuant to a detailed written contract. ⁴⁸⁸ b. Contract with a group directing the group to provide direction, supervision and operation of the Anesthesiology Division on a sole and exclusive basis. RESOLVED, that the anesthesiologists practicing at this Hospital shall be afforded an opportunity to contract with the Hospital to serve as the Chief of the Division or to provide services as a consolidated group on an exclusive basis but such opportunity shall be on the same terms and under the same circumstances as are offered to all others.

RESOLVED, that henceforth all medical staff appointments and reappointments and clinical privileges granted prior to the execution of ... an exclusive anesthesia group shall be expressly limited, pursuant to the authority of this Board and further pursuant to the provisions of Section 9.5-7 of the Medical Staff Bylaws, in a manner that is consistent with the actions authorized by this Resolution. RESOLVED, that henceforth all medical staff appointments and reappointments and clinical privileges in the Division of Anesthesiology granted after the execution of a contract with an exclusive group or with a Chief to operate the Division shall be contingent upon and coterminous with the Hospital’s contract with the group or with the Chief. RESOLVED, that in the event the Hospital contracts with a group to operate the Division of Anesthesiology on an exclusive basis or with a Chief to operate the Division, the clinical privileges of all anesthesiologists and CRNA’s [sic] who do not become part of the contract group may be terminated at the discretion of the Board. The president of WCHA also advised newspapers of Washington County that, because of the allegations in the report, the hospital was in danger of losing its Medicare funding.

On April 11, 1995, the president and CEO of the hospital prepared a document entitled “Plan of Action.” In the Plan of Action, the president indicated that the Executive Committee of the WCHA Board had authorized him to take steps to ⁴⁸⁹ institute an exclusive arrangement for anesthesia services at the hospital. In this document, the CEO stated in part: Most everyone believes that the clinical quality provided by our Anesthesiologists is good, but recent events bring that issue into serious question. Are lack of supervision of CRNAs, inadequate QA reviews and careless handling of controlled substances not issues of clinical quality? The lack of any consistent management and failure to maintain compliance with regulatory standards places the Hospital in ' an intenable [sic] position.

It is clear that we cannot allow these conditions to continue. Volcjak’s most recent two-year term of privileges was scheduled to expire in October of 1995. By letter of September 29, 1995, WCHA informed Volcjak that he was granted reappointment to the Medical Staff and granted clinical privileges in anesthesiology, but subject to one significant new condition: Your reappointment and clinical privileges are further conditioned by the business decision of the Board of Trustees to grant a person or group (“Provider”) the exclusive rights to manage and provide anesthesia services at the Hospital. The Hospital is actively seeking such a Provider and expects to enter into a written contract with them in the near future.

When such a contract is finalized, your clinical privileges and membership will be terminated unless you are selected as the exclusive Provider or you contract with or become employed by the Provider. On November 1, 1995, Volcjak’s attorney, Conrad Varner (Varner), wrote to WCHA, requesting a hearing concerning the hospital’s letter of September 29. 2 Varner asserted that the September 29 letter constituted a recommended adverse action under 12.2 of the Medical Staff Bylaws, thus entitling ⁴⁹⁰ Volejak to a hearing. 3 No hearing was thereafter granted by WCHA to Volejak. Hospital Contract With Blue Ridge and Termination of Volcjak’s Privileges On November 3,1995, WCHA wrote to Volejak advising him that the Board had decided to pursue an exclusive contract with Capital Anesthesia, Inc. (the corporate predecessor to Blue Ridge, hereinafter, Capital), and had begun contract negotiations with that group on October 27. On November 2, 1995, a letter was mailed to Volejak by Dr. Dan Lawson, on behalf of Capital advising that at the request of WCHA, Capital would be conducting interviews of the anesthesiologists currently privileged at WCHA with a view towards future employment with Capital.

In pertinent part, that letter provided: Over the next several weeks we will organize a series of interview sessions, to take place in Hagerstown. Interviews will be conducted on several different evenings in order to accommodate your scheduling needs. If you have an interest in our plans for the provision of anesthesiology services at the hospital, we would be delighted to hear from you. Please call us at 301-495-3032 to arrange' an appointment for an interview.

In addition, we will need a letter, accompanied by a current C.V. and the names of three professional references on your behalf. In all cases, we would appreciate being given a reliable phone number or pager number so that we may efficiently contact you to make these arrangements. [We] are very interested in hearing from you and we look forward to meeting you in the next several weeks. Volejak called and spoke with Dr. Lawson, who advised that Volejak would be contacted about an interview. ⁴⁹¹ Volcjak had not heard from Capital with respect to an interview when he, by letter dated December 19, 1995, requested a leave of absence from the WCHA Medical Staff to attend to family matters. Leave was granted to Volcjak.

On January 25, 1996, WCHA entered into a contract with Blue Ridge, a limited liability company formed by the principals of Capital, to provide, on an exclusive basis, all services for anesthesiology at the hospital. In that contract, the WCHA agreed to indemnify Blue Ridge from all claims filed by any anesthesiologist having clinical privileges at the hospital prior to the contract. Immediately following the hospital’s promise to indemnify Blue Ridge, the contract continued as follows: To reduce the possibility of suits by anesthesiologists ... [Blue Ridge] agrees to evaluate those providers rendering Anesthesia Services at the Hospital and to consider them for long term employment or contract by using at least the following criteria: Education, experience, clinical skills and malpractice claims history. On February 7,1996, WCHA, by letter, advised Volcjak that the hospital had entered into an exclusive contract with Blue Ridge for the provision of anesthesia services at WCHA, and that: Unless you make arrangements with Blue Ridge to provide services as its employee or contractor, your membership and privileges will be terminated shortly, in which case you will be notified in early March of the effective date of termination.

As soon as your membership and privileges are terminated your leave of absence will automatically expire. On February 16, 1996, WCHA sent another letter to Volcjak advising that Blue Ridge would commence providing clinical services on March 18,1996, and stating that: This letter constitutes the anticipated notice to you that unless you have made arrangements with Blue Ridge by March 18, 1996 at 6:00 A.M. your clinical privileges and Medical Staff membership shall automatically terminate as ⁴⁹² of 6:00 A.M.,'March 18, 1996. We thank you for your service and wish you well. [WCHA has] been advised that a termination of clinical privileges under these circumstances is not an event that requires the Hospital to report to the National Practitioners Data Bank. Volcjak called Dr. Lawson and spoke to him on February 28.

Lawson advised Volcjak. that Capital was no longer taking-applications for anesthesiologists. A letter was sent by Blue Ridge to Volcjak on the same date advising him as follows: Thank you for your interest in [Blue Ridge]. After reviewing our personnel requirements, we are no longer accepting physician applications. You are welcome to forward a copy of your CV which we will keep on file for the future.

The letter was signed by the Personnel Manager of Blue Ridge. In fact, positions with Blue Ridge for anesthesiologists were not closed at the time of the letter, and subsequent thereto, Blue Ridge hired another anesthesiologist to work at WCHA. Volcjak again requested a hearing on the “hospital’s threatened action to cancel [his] leave of absence and his privileges,” this time by letter dated March 21, to the WCHA Chief of Staff. This request was denied, and WCHA, through its attorneys, confirmed by letter of March 26 that Volcjak’s privileges had automatically expired when he failed to contract with Blue Ridge.

WCHA Medical Staff Bylaws The Medical Staff Bylaws of WHCA, governing relations between the hospital and its doctors, address when a physician shall be entitled to a hearing in section 12.2. That section states, in part: Except as otherwise specified in these Bylaws, any one or more of the following actions or recommended actions shall be deemed actual or potential adverse action and constitute grounds for a hearing: ⁴⁹³ (c) denial of Medical Staff reappointment; (d) demotion to lower Medical Staff category or membership status; (f) revocation of Medical Staff membership; (h) involuntary reduction of current Clinical Privileges ...; (j) termination of all Clinical Privileges ... (I) denial of reinstatement after leave of absence.... A physician member is entitled, under section 12.3-1, to notice of the recommendation made or action proposed to be taken, and notice of his right to a hearing.

The member has thirty days following receipt of notice of the action or recommendation to request a hearing. When requested, the hearing will be held before an impartial review committee, consisting of at least five members of the medical staff, who are appointed by the Chief of Staff. A staff member entitled to a hearing has a right to be represented by an attorney at the hearing. The Bylaws provide, in section 12.4-5: At the hearing, unless otherwise determined for good cause, the Medical Staff shall have the initial duty to present evidence for each case or issue in support of its action or recommendation.

The Member shall be obligated to present evidence that the adverse action lacks substantial factual basis or that such conclusions drawn therefrom are either arbitrary, unreasonable, or capricious. Throughout the hearing, the affected Member shall have the burden of demonstrating compliance with all applicable criteria and of resolving any doubts that may arise. ⁴⁹⁴ The Hearing Committee is required under section 12.4-8 of the Bylaws to “render a decision, which shall be accompanied by a report in writing stating findings of fact, conclusions and recommendations.” Section 12.5-1 provides: If the Hearing Committee recommends that a Member be suspended, terminated, or curtailed from his present position on the Medical Staff, or its recommendation in any way adversely affects his present status, the CEO shall notify him that the recommendation will be forwarded to the Professional Affairs Committee of the Board of Trustees and thereafter to the Board of Trustees for final action unless the Member requests an appeal before the Board of Trustees within fourteen (14) days of the date he receives the notice. The Medical Staff, in its various committee functions, is not “an entity separate and distinct from the Hospital, but rather an integral part of its functions.” Bylaws, Article II, § 2.1. The Board of Trustees takes its final action regarding all privileging decisions “in accordance with its governing bylaws.” Section 12.5-1.

The review of the application of a medical staff member for reappointment for privileges is based on professional qualifications, clinical skill, demonstrated competence, quality assurance, adherence to hospital standards and similar criteria. See Bylaws, § 9.6-3. ISSUES Volcjak asks us to review whether the trial court erred as a matter of law when it entered summary judgment in favor of the hospital and Blue Ridge, thereby dismissing Volcjak’s claims that: 1) the hospital breached its contractual obligation to him under the Medical Staff Bylaws when it terminated his clinical privileges without affording him a hearing; 2) he was a third party beneficiary entitled to enforce the contractual obligation undertaken by Blue Ridge in its contract with the hospital to consider Volcjak for employment, and that Blue Ridge breached this contract; 3) the hospital’s termination of his clinical privileges constituted tortious interference with his economic relations; and 4) the refusal of Blue Ridge to ⁴⁹⁵ consider his application for employment constituted tortious interference with his economic relations with patients at WCHA. STANDARD OF REVIEW Maryland Rule 2-501(e)provides that a court may grant a motion for summary judgment “in favor of or against the moving party if the motion and response show that there is no genuine dispute as to any material fact and that the party in whose favor judgment is entered is entitled to judgment as a matter of law.” In considering a motion for summary judgment, the trial court does not determine any disputed facts, but instead rules on the motion as a matter of law.

See Southland Corp. v. Griffith, 332 Md. 704, 712 , 633 A.2d 84 (1993); White v. Friel, 210 Md. 274, 285 , 123 A.2d 303 (1956). The court views the facts, including all inferences, in the light most favorable to the party against whom the court grants the judgment. See Beard v. American Agency Life Ins. Co., 314 Md. 235, 246 , 550 A.2d 677 (1988).

In reviewing the trial court’s decision, we must determine whether the trial court was legally correct in granting summary judgment, since a trial court decides issues of law, not fact, when granting summary judgment. See Heat & Power Corp. v. Air Prods. & Chems., Inc., 320 Md. 584, 591 , 578 A.2d 1202 (1990). We are therefore confined to the basis relied on by the trial court in our review. See Warner v. German, 100 Md.App. 512, 517 , 642 A.2d 239 (1994).

DISCUSSION I. Breach of Contract Count Against the Hospital Appellant, in his breach of contract claim against the hospital, asserts that WCHA breached his contractual rights under the Medical Staff Bylaws by refusing to give him a hearing when it decided to terminate his privileges. Both Volcjak and the hospital agree that the WCHA Charter and ⁴⁹⁶ Bylaws, and the Medical Staff Bylaws constitute a contract between them. 4 See Anne Arundel Gen. Hosp., Inc. v. O’Brien, 49 Md.App. 362, 370 , 432 A.2d 483 (1981). The hospital contends that the Bylaws do not apply when WCHA terminates privileges of a medical staff member as the result of a decision to enter into an exclusive contract, and that the Bylaws require the hospital to afford the physician a hearing only when it formally accuses the physician of professional misconduct.

WCHA bases its position upon what it views as a reasonable reading of the Bylaws themselves, as well as case law interpreting similar bylaws in other cases. First, we shall examine the language of the Bylaws. The Bylaws, by their explicit terms in section 12.2, clearly provide that certain “actions or recommended actions shall be deemed actual or potential adverse action and constitute grounds for a hearing]:.]” Denial of Medical Staff reappointment, involuntary reduction of current clinical privileges, revocation of Medical Staff membership, termination of clinical privileges, and denial of reinstatement after leave of absence are enumerated as events included within the definition of “adverse action.” Certainly, based upon a reading only of section 12.2, the actions by WCHA regarding Volcjak’s clinical privileges at WCHA and his membership on the WCHA Medical Staff constitute an “adverse action.” 5 Further, there is nothing in the explicit language of section 12.2 that suggests the hearing right of the physician is limited to instances in which professional misconduct is formally alleged. WCHA asks us to look beyond section 12.2, and call upon rules of contract interpretation requiring that a court look to the meaning of a contract in its entirety, and if reasonably possible, give effect to each clause.

WCHA argues that its interpretation of section 12.2 is supported by other provisions ⁴⁹⁷ of the Médical Staff Bylaws that are indirectly related to the question of when a physician is entitled to a hearing. Specifically, WCHA references the language in the Bylaws that explains that the Medical Staff is “subject to the ultimate authority of the Board of Trustees,” that the Medical Staff must “comply with the responsibilities of Medical Staff membership, with the Bylaws and Rules and Regulations of the Medical Staff, and with pertinent Hospital policies and procedures.” The hospital also asks us to consider the overall purpose of the Medical Staff Bylaws, i.e. “to establish principles of governance and accountability to assure the public of quality care by the Medical Staff.” We have reviewed all of these provisions and find none inconsistent with the explicit terms of section 12.2, establishing the grounds for a physician’s entitlement to a hearing. Further, contrary to the hospital’s contention, the procedural protections offered to a physician under Article XII of the Bylaws cannot reasonably be viewed as inconsistent with the ultimate authority of the Board of Trustees of the hospital. Rather, the hearings provided for in Article XII are designed to provide the Board of Trustees with a full factual report and recommendation by neutral members of the Medical Staff after such members have listened to evidence, in a fair forum, about the reasons for the adverse action taken against the physician.

With such report in hand, the Board is far better equipped to make an informed decision, based upon a full consideration of the issues at hand. Without such hearing and report, the Board is more vulnerable to the possibility of a decision influenced unduly by rumor and innuendo, or even by an administrator who may have an uninformed or one-sided view of the facts. In its next argument, WCHA draws our attention to specific sections of the Bylaws that cross reference section 12.2. It points out that these particular sections cross-reference the general hearing provisions of section 12.2, and argues that Volcjak was not entitled to a hearing because none of these particular sections mentions termination of a physician’s privileges in order to enter an exclusive contract.

The hospital’s own corporate resolution, however, belies this argument. ⁴⁹⁸ In its March 30, 1995 resolution adopting the plan to enter an exclusive contract, the Board resolved that any medical staff appointments or reappointments made before an exclusive contract was finalized would be made expressly subject to the pending contract. In so resolving, the Board stated that it was doing so pursuant to its authority and “further pursuant to the provisions of Section 9.5-7 of the Medical Staff Bylaws.” (Emphasis added). Section 9.5-7 states: “The relevant provisions of Article XII shall govern when the action of the Board of Trustees is adverse to an applicant or Member, as more fully described in Article XII.” Article XII, titled “Hearings and Appellate Reviews” includes section 12.2, the very section at issue. Thus, at the time of taking the first step in the termination process, the hospital asserted its right to do so pursuant to a Bylaw section that contemplated a hearing for the affected physician.

The hospital’s contention that the hearing provision is never applicable when an exclusive contract is involved also diverges from the intent expressed in other sections of the Bylaws. Section 12.6-1 specifically addresses the applicability of the hearing provisions to a Medical Staff Member who is under contract with the hospital or in a “closed department ].” That section states: ' - Members who are directly under contract with the Hospital in a medical-administrative capacity or in closed departments shall be subject to these Bylaws, and also shall be entitled to the procedural rights specified in Article XII unless the contract prohibits a procedural appeal. The Bylaws do not define “closed department,” but the term is commonly understood to mean a department that allows only the members of an exclusive group, or those under contract with such group, to have privileges in a particular field. See O’Brien, 49 Md.App. at 373 , 432 A.2d 483 (suggesting this definition of “closed staff’); Strauss v. Peninsula Reg’l Med.

Ctr., 916 F.Supp. 528 , 532 n. 4 (D.Md.), aff'd, 86 F.3d 1152 (4th Cir.1996) (defining “closed medical staff’ in a similar manner). Volcjak has also attested to this understanding of the term by affidavit in the record. Assuming this ⁴⁹⁹ definition of “closed department,” this Bylaw provision means that even someone who has previously signed an exclusive contract with the hospital has the right to a hearing upon termination of his contract and privileges, unless he has explicitly waived that right in the contract. WCHA asks us to hold, as a matter of law, that the Bylaws should be read to mean that Volcjak, who has signed no contract containing a waiver, foregoes his right to a hearing upon termination of his privileges simply because the hospital decided to resolve the problems in the department of anesthesiology by entering an exclusive contract with other physicians.

We decline to read the Bylaws in that manner because we find such result to be inconsistent with the broad language in section 12.1, the intent expressed in section 12.6-1, and the hospital’s own corporate resolutions involving this matter. Discussion of Cases Interpreting Similar Bylaws WCHA would have us read the decision of this Court in O’Brien as controlling precedent requiring that we disregard the plain language of the Bylaws. In that case, the plaintiff physicians whose privileges were terminated claimed entitlement to a hearing, pursuant to a Medical Staff bylaw provision requiring a hearing before a committee of the Medical Staff when any physician “receives notice from the ... Administrator that his appointment or status as a member of the staff or the exercise of his clinical privileges will be adversely affected....” Id. at 370 n. 3, 432 A.2d 483 . 6 We held that Anne Arundel General Hospital (AAGH) was not required, pursuant to its bylaws, to hold a hearing regarding the termination of privileges of AAGH’s radiologists when their exclusive contract to provide radiological services to AAGH expired, and they were unable to reach an agreement as to the terms and conditions of a new exclusive contract.

See id. at 378 , 432 A.2d 483 . ⁵⁰⁰ There are several important differences between O’Brien and the present case. First, the plaintiffs in O’Brien had obtained privileges at AAGH only pursuant to the terms of their exclusive contract to provide radiological services that contained explicit provisions for what would occur when the contract expired. See id. at 366 , 432 A.2d 483 . The most recent extension of the contract, made in January 1980, provided: 1.

The terms of the Agreement are extended until June 30, 1980 at which time it shall automatically terminate without any notice or action on the part of either [AAGH] or the Radiologists. 2. It is expressly acknowledged and agreed that after June 30, 1980 there shall be no agreement in effect between [AAGH] and Radiologists or between [AAGH] and any physician officer, shareholder, employee or contractor of said Radiologists, unless said agreement is in writing and duly executed by the parties thereto after February 1,1980. Id. We explicitly rested our decision, in part, upon this automatic termination provision in the plaintiffs’ contract.

See id. at 377-78 , 432 A.2d 483 . By contrast, Volcjak never entered into an exclusive contract with the hospital, and- never signed a provision stating that his privileges would automatically terminate on a certain date without notice or action by WCHA. 7 Rather, the contract that he had with the hospital, the corpo-' rate and Medical Staff Bylaws, provided that he would be ⁵⁰¹ given a hearing if there was any adverse action regarding his privileges. WCHA urges that the automatic termination of privileges provision in the plaintiffs’ contract in O’Brien was not critical to our decision. Rather, it urges us to interpret O’Brien broadly as holding that a bylaw provision for a hearing will never apply when a hospital makes what it characterizes as a “business decision” to enter an exclusive contract for services within a particular medical speciality or sub-speciality.

The United States District Court for Maryland, applying Maryland law, declined to give O’Brien the broad meaning ascribed by WCHA in a case similar to the one sub judice, decided in 1996. See Strauss, 916 F.Supp. at 541 . In Strauss , the defendant hospital 8 made a decision that it also characterized as a “business decision” to enter an exclusive contract and terminate the privileges of all radiation oncologists, including Strauss, unless they were able to contract with the new exclusive provider. 9 See id. at 535 . The plaintiffs, two radiation oncologists who were unable to contract with the new exclusive provider, sued the hospital in federal district court alleging, inter alia, that the hospital had breached their contract rights when it denied them a hearing regarding the decision to terminate their privileges.

See id. at 537 . The hospital, like WCHA in this case, relied upon O’Brien for the proposition that it had no obligation to give the plaintiffs the hearing provided by the bylaws upon termination of the plaintiffs’ privileges because the hearing was “required only when a physician’s privileges are being restricted or revoked ⁵⁰² due to specific allegations of professional incompetence or neglect which must be reported to federal and state regulatory agencies.” Id. at 538. It asserted that the plaintiffs’ privileges were terminated after the Board of Trustees made a “ ‘reasonable management decision’ to solve the problems in the Division of Radiation Oncology by bringing in new leadership and closing the medical staff of the Division.” Id. The federal district court closely examined this Court’s decision in O’Brien and concluded that O’Brien should not be interpreted in the broad fashion urged by the hospital.

See id. at 540-41. It pointed out several distinguishing factors, including the fact that the plaintiffs’ privileges in O’Brien were derived solely from their own