The opinion of the court was delivered by: John Gleeson, United States District Judge
FOR ONLINE PUBLICATION ONLY
The parties have resolved all of the claims in this case except one: Dr. Yvon Nazaire's claim that defendant Kingsbrook Jewish Medical Center ("Kingsbrook") breached a settlement agreement between them by refusing to permit Nazaire to resume working at Kingsbrook as an emergency room physician. Kingsbrook has moved for summary judgment on the ground that Kingsbrook's obligation to allow Nazaire to resume work in the emergency room was conditioned on his becoming board certified in emergency medicine, which he has failed to do. Oral argument was heard on the motion on August 25, 2006. Because the terms of the settlement agreement plainly and unambiguously require Nazaire to obtain board certification, Kingsbrook's motion for summary judgment is granted.
Kingsbrook hired Dr. Nazaire in May of 1998 to work as an attending physician in its emergency department. In October 2002, Kingsbrook determined to outsource the administration of its emergency room and, to that end, entered into a "Professional Services Agreement" with Medical Services of Suffolk, P.C. ("Medical Services"), by which Medical Services became responsible for operating the emergency room, including staffing it with physicians. Kingsbrook's Professional Services Agreement with Medical Services provided:
Each physician-associate of the Corporation [Medical Services] providing services pursuant to this Agreement shall within one hundred twenty (120) days from the effective date of this Agreement be Board Certified in Emergency Medicine and each Provider shall maintain certification in A.C.L.S., A.T.L.S. and P.A.L.S. Notwithstanding this provision, the Medical Director and Assistant Medical Director shall be board certified as of the effective date of this Agreement.
Declaration of Christopher Gegwich ("Gegwich Decl."), Ex. P, ¶ 3.16. The Professional Services Agreement took effect on November 1, 2002.
Nonetheless, Nazaire entered into a contract with Medical Services to take effect that same day that did not specifically require him to represent that he was board certified in emergency medicine. Gegwich Decl., Ex. R. ¶ 2.A. Nazaire continued working under his new contract without board certification until February 28, 2003, at which time he submitted his letter of resignation, to take effect 60 days later, because he believed he was being subjected to race and national origin discrimination in the workplace. Amended Complaint ¶ 33, Gegwich Decl., Ex. S. Nazaire retained counsel and sought to pursue that claim.
Sometime in July or early August of 2003, Dr. Linda Brady, Kingsbrook's President and Chief Executive Officer, invited Nazaire, but not his counsel, to discuss resolving their differences without litigation. Brady and Nazaire reached an agreement in principle, although the parties now dispute whether the requirement of board certification was ever discussed at that meeting. In substance, Kingsbrook agreed to pay Nazaire's wages for the time he had been out and to allow him to resume working; Nazaire agreed to abandon his discrimination claims. On August 12, 2003, Nazaire again met with Brady, as well as with James Rayonne, who was then Kingsbrook's General Counsel, to execute a written settlement agreement. The agreement provided:
Nazaire shall resume providing clinical services in Kingsbrook's Department of Emergency Medicine pursuant to the professional services agreement between Kingsbrook and Medical Services of Suffolk, P.C., provided that Nazaire abides by the terms and conditions of such agreement as it relates to physicians who provide clinical services ....
Gegwich Decl., Ex V., ¶ 5.a. The settlement agreement further stated that "[t]he settling parties hereby represent that they fully understand each term of this Confidential Settlement Agreement ... and that they agree to be bound thereby ...." Id. at ¶ 9. The agreement contained a standard integration clause, noting that the written version "constitutes the full, entire, and complete agreement between the parties," and also stated that "[n]o modification or waiver of any of the terms of this ... Agreement ... shall be valid unless made in writing, and signed by the settling parties." Id. at ¶ 8. Both parties signed the agreement, and Nazaire also executed a separate, handwritten document, acknowledging his receipt of compensation under the settlement and stating that "Jonathan C. Moore is no longer representing me." Gegwich Decl., Ex. W.
At the time of the settlement agreement, Nazaire had passed the written portion of the board examination and was awaiting the results of the oral examination. He did not pass, and he was not permitted to return to work. At least one physician, however, was permitted to continue working in the emergency room without board certification, and Nazaire contends board certification was the exception rather than the rule. After re-hiring his counsel, Nazaire brought the instant action, including his claim for breach of the settlement agreement.
Under Rule 56 of the Federal Rules of Civil Procedure, the moving party is entitled to summary judgment "if the pleadings, depositions, answers to interrogatories and admissions on file, together with the affidavits, if any, show that there is no genuine issue as to any material fact and that the moving party is entitled to judgment as a matter of law." Fed. R. Civ. P. 56(c). The substantive law governing the case identifies the facts that are material, and "only disputes over facts that might affect the outcome of the suit under the governing law will properly preclude the entry of summary judgment." Anderson v. Liberty Lobby, Inc., 477 ...