Gianetti v. Norwalk Hospital

In Gianetti v. Norwalk Hospital, 211 Conn. 51, 557 A.2d 1249 (1989), the plaintiff physician brought an action against Norwalk Hospital, alleging breach of contract and antitrust violations. The action arose out of the alleged illegal refusal of the defendants to reappoint the plaintiff to the medical staff of the hospital. Id. The physician sought to assert a breach of contract claim against the hospital based on the bylaws, claiming that the bylaws were " 'an integral part of the contractual relationship between the hospital and the members of the staff.' " (Ibid.) The Supreme Court found that the bylaws, in and of themselves, did not constitute an enforceable contract. Id., 59. The court further stated: "An examination of the hospital's medical staff bylaws discloses that the hospital clearly intended that membership on its medical staff was a 'privilege' that it might or might not extend to a physician. It can hardly be said that the hospital must extend the privileges to every physician who seeks them. Once this hospital, however, has agreed to extend privileges to a physician, the hospital has changed its position with reference to that physician. By agreeing to extend privileges to the plaintiff physician, the hospital has then done something it was not already bound to do. . . . In granting privileges, this hospital extended to the plaintiff those benefits to his medical practice that are to be gained by the use of the hospital, including its facilities and admissions to the hospital." Id., 62-63. In Gianetti, the Supreme Court further stated: "Whatever else the granting of staff privileges may connote, it is clear . . . that it at least involves a delegation by the hospital to the physician of authority to make decisions on utilizations of its facilities. . . . In return for that, the plaintiff agreed to abide by its medical staff bylaws. Therefore, the requisite contractual mutuality was then present. . . . This agreement was supported by valid consideration. . . . The hospital changed its position by granting medical staff privileges and the plaintiff physician has likewise changed his position in doing something he was not previously bound to do, i.e., to abide by the hospital medical staff bylaws. Therefore, there is a contractual relationship between the hospital and the plaintiff." Id., 63. The Court held that the bylaws of the hospital did not create a contract between the plaintiff and the defendant hospital but that there was, nevertheless, a contractual relationship between the hospital and the plaintiff. "The medical staff bylaws, per se, do not create a contractual relationship between the hospital and the plaintiff but because of the undertakings of the plaintiff and the hospital and because the hospital has a duty to obey its bylaws, the bylaws have now become 'an enforceable part of the contract' between the hospital and this physician to whom it has given privileges at the hospital." Id., 63. The Gianetti court "held that the Norfolk Hospital bylaws, by themselves, did not constitute an enforceable contract between the hospital and the physician because the governing board of the hospital already had a legal duty to adopt" them. (Ibid.) The bylaws "were not bargained for because the bylaws were unilaterally written and adopted by the hospital without any input from the [physician]." (Ibid.) The Gianetti court added, however, that the bylaws were enforceable and subject to judicial review in the context of the contractual relationship which otherwise existed between the physician and the hospital, in that they were "an integral part" of that contractual relationship. ( Id. at pp. 1185-1186.)