Lalonde v. Central Maine Medical Center, 155 A.3d 426

Background

Daniel R. Lalonde, a physician, was employed by Central Maine Medical Center (CMMC) and was terminated without cause in June 2012.
CMMC reported Lalonde’s termination to the Maine Board of Licensure in Medicine under 24 M.R.S. § 2506, prompting an administrative investigation; the Board later dismissed the complaint.
CMMC’s corporate bylaws (and 13-B M.R.S. § 714(2)) provide for indemnification of employees for attorneys’ fees and related expenses in defense of actions arising from their employment.
Lalonde sought indemnification from CMMC for defense costs; CMMC denied indemnification and declined to pay after the Board dismissed the complaint.
Lalonde sued CMMC for reimbursement under the bylaws (and alternatively under the Nonprofit Corporation Act). CMMC moved to dismiss, asserting absolute immunity under 24 M.R.S. § 2511 for reporting to the Board.
The Superior Court denied CMMC’s motion to dismiss; CMMC appealed interlocutorily. The Law Court affirms, holding § 2511 does not bar Lalonde’s contractual/statutory indemnification claim.

Issues

Issue	Plaintiff's Argument	Defendant's Argument	Held
Whether § 2511 immunity bars Lalonde’s indemnification suit	Lalonde argues he seeks enforcement of a contractual/statutory right to indemnification, not damages for the report	CMMC contends § 2511 grants absolute immunity from any suit arising from its report to the Board, including indemnification claims	Court held § 2511 does not bar Lalonde’s indemnification claim because the suit seeks contractual/statutory reimbursement, not civil liability for the report
Whether CMMC’s bylaws create an enforceable indemnification obligation	Lalonde contends bylaws constitute a binding contract creating a right to fees (broader than statutory indemnity)	CMMC disputes enforceability and argues immunity would render bylaws meaningless when hospital assists or reports	Court held bylaws can create a binding, enforceable obligation; bylaws here permit indemnification irrespective of cause and are not defeated by § 2511
Whether Lalonde must show the Board dismissal was a ‘‘successful defense’’ to recover	Lalonde argues bylaws allow payment during or after proceedings and do not require a merits-based ‘‘success’’ finding	CMMC points to statutory indemnity (13-B § 714(2)) which conditions indemnification on a successful defense	Court noted statutory and bylaw standards differ and relied on bylaws (which do not condition payment on success) so § 714(2)’s success requirement did not foreclose Lalonde’s contractual claim
Whether interlocutory appeal is barred by final judgment rule	Lalonde implicitly argues standard procedures apply; focus is on merits	CMMC argues interlocutory appeal proper because it asserts immunity from suit (qualified/absolute)	Court held interlocutory appeal proper where denial of immunity claim is at issue and addresses merits

Key Cases Cited

Andrews v. Sheepscot Island Co., 138 A.3d 1197 (Me. 2016) (standards for reviewing a Rule 12(b)(6) dismissal)
Munjoy Sporting & Athletic Club v. Dow, 755 A.2d 581 (Me. 2000) (affirmative defenses and motions to dismiss)
Tobin v. Barter, 89 A.3d 1088 (Me. 2014) (elements for breach of contract recovery)
Whalen v. Down East Cmty. Hosp., 980 A.2d 1252 (Me. 2009) (hospital bylaws may create enforceable contracts with physicians)
Estate of Fortier v. City of Lewiston, 997 A.2d 84 (Me. 2010) (interlocutory appeals permitted when defendant asserts immunity)
Knowlton v. Attorney General, 976 A.2d 973 (Me. 2009) (immunity appeals practice)
Wilcox v. City of Portland, 970 A.2d 295 (Me. 2009) (interlocutory appeal principles for immunity claims)
Hawkes v. Commercial Union Ins. Co., 764 A.2d 258 (Me. 2001) (immunity and interlocutory appeal context)
Moody v. State Liquor & Lottery Comm’n, 843 A.2d 43 (Me. 2004) (Rule 12(b)(6) review: view pleadings in plaintiff’s favor)
Clifford v. MaineGeneral Med. Ctr., 91 A.3d 567 (Me. 2014) (limitations on interlocutory review of evidentiary/provability issues)