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Lalonde v. Central Maine Medical Center

Supreme Court of Maine

January 31, 2017

DANIEL R. LALONDE
v.
CENTRAL MAINE MEDICAL CENTER

          Argued: November 9, 2016

          Michael R. Poulin, Esq. (orally), Skelton, Taintor & Abbott, Auburn, for appellant Central Maine Medical Center

          Christopher C. Taintor, Esq. (orally), Norman, Hanson & DeTroy, LLC, Portland, for appellee Daniel R. Lalonde

          Panel: SAUFLEY, C.J., and ALEXANDER, MEAD, GORMAN, JABAR, HJELM, and HUMPHREY, JJ.

          ALEXANDER, J.

         [¶1] Central Maine Medical Center (CMMC) has filed this interlocutory appeal from an order of the Superior Court (Androscoggin County, MG Kennedy, J.) denying CMMCs motion to dismiss, based on a claim of immunity pursuant to 24 M.R.S. § 2511 (2016), a complaint brought by Daniel R. Lalonde seeking indemnification for expenses he incurred in defense of an administrative proceeding initiated by the Board of Licensure in Medicine (the Board). We reach the merits of this appeal, determine that section 2511 of the Maine Health Security Act does not render CMMC immune from Lalondes contractual claim for reimbursement, and affirm the trial courts order.

         I. CASE HISTORY

         [¶2] The following facts, which we view as admitted for purposes of this appeal from a ruling on a M.R. Civ. P. 12(b)(6) motion to dismiss, are drawn from Lalondes complaint. See Andrews v. Sheepscot Island Co., 2016 ME 68, ¶ 2, 138 A.3d 1197.

         [¶3] CMMC is a nonprofit corporation which operates an acute care hospital with its principal place of business in Lewiston. Lalonde is a physician licensed to practice in Maine. He became employed by CMMC in June 2005 under a "Physician Employment Agreement" drafted by CMMC. The employment agreement provided that CMMC could terminate Lalondes employment with or without cause. On June 21, 2012, CMMC notified Lalonde that it was terminating his employment without cause.

         [¶4] On August 6, 2012, CMMC, referencing 24 M.R.S. § 2506 (2016), notified the Board that it had terminated Lalondes employment "because of concerns about his clinical competence and behavior" as an employee of CMMC.[1] As a result of CMMCs report, the Board initiated an investigation of Lalonde.

         [¶5] CMMCs corporate bylaws provide that CMMC will indemnify present or former employees for attorney fees and costs associated with defending a court or administrative action arising out of events pertaining to their employment with CMMC:

This corporation shall in all cases indemnify any person who was or is a party ... to any threatened, pending or completed action, suit, or proceeding, whether civil, criminal, or administrative, by reason of the fact that that person was a[n] ... employee or agent of the corporation, against expenses, including attorney fees . . . actually and reasonably incurred by the person in connection with such action, suit or proceeding; provided that no indemnification shall be made for any person with respect to any matter unless the Board of Trustees . . . determines that that person acted in good faith in the reasonable belief that his or her actions were in the best interests of the corporation....

         [¶6] Independent of any rights conferred by the bylaws or employment contracts of a nonprofit corporation, the Maine Nonprofit Corporation Act, 13-B M.R.S. §§ 101-1406 (2016), at section 714(2), provides that:

[an] employee or agent of a corporation [who] has been successful on the merits or otherwise in defense of any action, suit or proceeding [to which he was made a party by reason of his employment], ... shall be indemnified against expenses, including attorneys fees, ...

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