Gleicher Friberg & Associates v. University of Health Sciences, Chicago Med. Sch.

586 N.E.2d 418, 224 Ill. App. 3d 77, 166 Ill. Dec. 460
CourtAppellate Court of Illinois
DecidedDecember 20, 1991
Docket91-0064, 91-1230
StatusPublished
Cited by9 cases

This text of 586 N.E.2d 418 (Gleicher Friberg & Associates v. University of Health Sciences, Chicago Med. Sch.) is published on Counsel Stack Legal Research, covering Appellate Court of Illinois primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
Gleicher Friberg & Associates v. University of Health Sciences, Chicago Med. Sch., 586 N.E.2d 418, 224 Ill. App. 3d 77, 166 Ill. Dec. 460 (Ill. Ct. App. 1991).

Opinion

JUSTICE McNAMARA

delivered the opinion of the court:

Plaintiff, Gleicher, Confino & Associates, M.D., S.C., formerly known as Gleicher, Friberg & Associates, M.D., S.C. (GFA), brought suit against defendant University of Health Sciences/The Chicago Medical School (UHS/CMS) after defendant refused to honor its alleged contractual obligation to appoint Dr. Norbert Gleicher to its faculty. The trial court granted partial summary judgment in GFA’s favor as to count III, and awarded a mandatory, permanent injunction requiring defendant to honor Dr. Gleicher’s faculty appointment. Defendant’s cross-motion for partial summary judgment on that issue was denied.

In this appeal, defendant contends that the trial court erroneously granted plaintiff’s motion for summary judgment because numerous material issues of disputed fact existed; that the injunctive relief awarded to Dr. Gleicher was improper without an evidentiary hearing; that the court improperly imposed a personal relationship upon feuding parties; that Dr. Gleicher’s subsequent resignation from his position as chairman of the Mount Sinai Hospital (Hospital) obstetrical/ gynecology (OB/GYN) department makes the relief sought moot; that the trial court’s award of a mandatory permanent injunction without an evidentiary hearing deprived defendant of its constitutional right to due process; and that the permanent mandatory injunction prevents defendant from enforcing its bylaws which would prohibit Dr. Gleicher from using its name in the publication of his forthcoming book.

GFA is a corporation rendering medical services in the OB/GYN field. Dr. Gleicher, president of GFA, was also chairman of the Hospital OB/GYN department. The majority of GFA’s physician employees also had staff privileges at the Hospital. It is customary in the Chicago medical community for hospitals and physicians to be affiliated with only one medical school.

On July 2, 1987, defendant and the Hospital entered into a master affiliation agreement for a term of 20 years establishing the Hospital as a major teaching affiliate of UHS/CMS. The master agreement states that it is intended to serve as a general statement of the terms and conditions of the parties’ affiliation, and that separate departmental subagreements would be drawn to detail the operational terms of the relationship between reciprocal departments of the medical school and the Hospital. The subagreements would become addenda to the master agreement. The master agreement provided that members of the Hospital medical staff who meet the standards prescribed by UHS/CMS shall be given three-year appointments to the faculty in accordance with the rules and regulations of the UHS/CMS bylaws.

On December 31, 1987, a subagreement to the master agreement was entered into by defendant and the Hospital. In the subagreement, which detailed the terms and conditions of the affiliation between defendant and the Hospital, Dr. Gleicher was appointed to the UHS/ CMS faculty. The subagreement was subject to all the terms and conditions set forth in the master agreement, and in the event of any conflicting provisions between the two agreements, the terms of the subagreement were to take precedence. Although the subagreement provided signature lines for representatives of the Hospital as well as defendant, it was signed only by the respective department chairmen (Dr. Uwe Freese on behalf of defendant, and Dr. Gleicher as the chairman of the Hospital’s OB/GYN department). The subagreement did not include the salaries to be paid to the physicians by the Hospital.

During the early months of 1988, each physician employed by GFA who was identified in the subagreement, including Dr. Gleicher, submitted an application to defendant for a faculty appointment. However, during the latter part of 1987 and the first half of 1988, while Dr. Gleicher’s application for a faculty appointment was pending, disputes arose between defendant and Dr. Gleicher over several issues. Defendant objected to expenditures made by Dr. Gleicher to furnish and equip a proposed OB/GYN clinic on the campus, as well as the bidding of a contract to provide OB/GYN health care to Great Lakes Naval Hospital. In addition, one of GFA’s employees, Dr. Alan Beer, decided to leave GFA’s practice entirely and to associate himself on a full-time basis with UHS/CMS.

GFA filed a three-count complaint against defendant. Plaintiff alleged in counts I and II that Dr. Beer was unlawfully induced to breach his employment contract with GFA, and that defendant tortiously interfered with GFA’s employment contract with Dr. Beer. Count III, at issue in this appeal, alleged breach of an employment agreement with GFA and failure to provide faculty appointments to GFA’s employees, including Dr. Gleicher.

Defendant filed a verified counterclaim, which included a count alleging tortious interference with the educational program between defendant and Dr. Beer. In count V of the counterclaim, defendant alleged that Dr. Gleicher tortiously interfered with the master agreement and the subagreement between defendant and the Hospital. Paragraph 13 of the counterclaim states:

“On December 31, 1987, a Sub-agreement for the Department of OB/GYN was entered into between Mt. Sinai Hospital Medical Center and the University of Health Sciences/The Chicago Medical School.”

In that paragraph of the counterclaim, defendant also quotes a portion of the subagreement, which provides that the subagreement shall serve as a supplement and addendum to the master agreement of July 2, 1987, and that in the event of any conflicting provisions between the two agreements, the subagreement shall take precedence. In paragraphs 20 through 22 of count V, defendant sought damages for Dr. Gleicher’s alleged tortious interference with the “Master Affiliation Agreement and Sub-Agreement with UHS/CMS.” (Defendant, after changing counsel, later amended its counterclaim and omitted count V entirely.)

In July 1988, Dr. Marshall Falk, defendant’s dean and executive vice-president, advised Ruth Rothstein, president of the Hospital, that because “Dr. Gleicher has persisted in his litigation against defendant,” the faculty executive council, upon the recommendation of the chairman of the board of trustees, unanimously elected to withhold Dr. Gleicher’s faculty appointment.

GFA filed a motion for partial summary judgment on count III and sought a mandatory injunction requiring defendant to appoint Dr. Gleicher to the UHS/CMS faculty. On May 21, 1990, the trial judge determined that by its own terms, the master agreement provided only a general statement of the terms and conditions of the affiliation and that departmental subagreements were incorporated by reference into the master agreement. The trial court found that the subagreement contained no ambiguous language, that the faculty appointments were a material consideration of the Hospital in the making of its master agreement, and GFA or its individual physician members identified in the subagreement were intended as third-party beneficiaries. Accordingly, the trial court granted partial summary judgment in favor of plaintiff and directed the parties to prepare the order. Defendant’s cross-motion for summary judgment on the faculty appointment issue was denied.

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Bluebook (online)
586 N.E.2d 418, 224 Ill. App. 3d 77, 166 Ill. Dec. 460, Counsel Stack Legal Research, https://law.counselstack.com/opinion/gleicher-friberg-associates-v-university-of-health-sciences-chicago-illappct-1991.