Gitter v. Cardiac & Thoracic Surgical Associates, Ltd., 419 F. App'x 365

This is a diversity case alleging equitable estoppel in a breach of contract dispute between CTSA, RMH, and Dr. Richard Gitter.
CTSA and RMH conducted a hiring search and recommended offering Gitter the chief cardiac surgeon position in early 2007, but no signed contract was executed.
Gitter prepared to move to Virginia and began winding down his Alabama practice after assurances of an employment agreement.
Gitter’s credentialing application contained omissions about prior disciplinary actions; he later admitted the answers were incorrect but claimed no intent to mislead.
Negotiations produced mutual belief that an employment deal existed, with emails congratulating Gitter and actions signaling imminent hiring, but RMH/CTSA rescinded the offer after March 29, 2007.
Gitter filed suit April 5, 2007, asserting breach of contract and seeking equitable estoppel relief; the case was removed and ultimately challenged in district court and on appeal.

Issue	Plaintiff's Argument	Defendant's Argument	Held
Whether reliance must be reasonable for Virginia equitable estoppel.	Gitter argues reliance was reasonable given assurances.	Defendants contend reliance was unreasonable due to misrepresentations on the credentialing application.	Reasonableness question for fact finder; not per se unreasonable.
Whether the district court properly applied law of the case.	Gitter contends the law of the case did not conclusively bind reasonableness analysis.	Defendants urge that prior determinations foreclose reconsideration of reliance.	District court erred by treating earlier findings as law of the case on reliance.
Whether the credentialing omission defeats equitable estoppel as a matter of law.	Gitter alleges omissions were not relied upon by Appellees in hiring decision and may be excused.	Defendants argue omissions established knowledge and unclean hands undermining reliance.	The court concludes questions of reliance are fact-intensive; not dismissal as matter of law.
Whether there is a genuine issue of material fact regarding the reasonableness of Gitter’s reliance.	Gitter testimony and supporting letters create reasonable reliance on assurances.	Omissions indicate unreasonable reliance as a matter of law.	There remains a genuine issue of material fact requiring trial.

Barry v. Donnelly, 781 F.2d 1040 (4th Cir. 1986) (elements and reasonableness of reliance in equitable estoppel)
T— v. T—, 224 S.E.2d 148 (Va. 1976) (Virginia estoppel elements and general standard)
Bank of Montreal v. Signet Bank, 193 F.3d 818 (4th Cir. 1999) (reasonableness of reliance for estoppel at summary judgment)
Tidewater Equipment Co., Inc. v. Reliance Ins. Co., 650 F.2d 503 (4th Cir. 1981) (summary judgment standard for estoppel issues)
Gitter v. Cardiac & Thoracic Surgical Associates, Ltd., 338 F.App’x 348 (4th Cir. 2009) (unpublished disposition on statute of frauds and equitable estoppel framework)
Gitter v. Cardiac & Thoracic Surgical Associates, Ltd., 2010 WL 629843 (E.D. Va. 2010) (district court remand on reliance reasonableness and law-of-the-case discussion)