IN THE SUPERIOR COURT OF THE STATE OF DELAWARE
KRISTIN LAWVER,

Plaintiff-Below, Appellant,

CHRISTIANA CARE HEALTH
SYSTEM, INC.,

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v. ) C.A. No. N16A-05-011 JRJ

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Defendant-Below, Appellee. )
OPINION

Date Submitted: December 13, 2016
Date Decided: February 21, 2017

Upon Appealj?'om the Decision of the Court of Common Pleas: REVERSED.

Cara E. Williams, Esquire, MacElree Harvey, Ltd., 5721 Kennett Pike, Centreville,
DE. Attorney for Plaintiff-Below, Appellant.

Justin K. Victor, Esquire, Morgan, Lewis & Bockius LLP, The Nemours Building,
1007 N. Orange Street, Suite 501, Wilmington, DE, Michael J. Ossip, Esquire (pro
hac vice), Morgan Lewis & Bockius LLP, 1701 Market Street, Philadelphia, PA.
Attorneys for Defendant-Below, Appellee.

Jurden, P.J.

I. INTRODUCTION
Plaintiff-Below, Appellant Kristin 'Lawver has appealed the Court of
Common Pleas’ May 6, 2016 Memorandum Opinion and Order granting
Defendant-Below, Appellee Christiana Care Health System, Inc.’s Motion to
Dismiss the Complaint.l For the reasons set forth below, the decision of the Court
of Common Pleas is REVERSED.
II. BACKGROUND
A. The Complaint
This dispute arises from Defendant-Below, Appellee Christiana Care Health
System, Inc.’s (“Christiana Care”) termination of Plaintiff-Below, Appellant
Kristen Lawver (“Lawver”) from her at-Will employment as a medical assistant in
the Vascular Department of the Christiana Care Health System.2 Lawver alleges
that her supervisors at Christiana Care “manufactured” her termination in
retaliation for “reporting the inappropriate conduct of her direct supervisor’s

friend,” and, therefore, her termination Was a breach of the implied covenant of

 

l May 6, 2016 Memorandum Opinion and Order on Defendant’s Motion to Dismiss (Trans. ID.
59059156); Lawver v. Christiana Care Health Sys., Inc., 2016 WL 2610653 (Del. Com. Pl. May
61 2016).

2 Opem'ng Brief of Plaintiff Below Appellant (“Pl.’s Br.”) Ex. A, Complaint (“Compl.”) (Trans.
ID. 59490666).

2

good faith and fair dealing.3 The factual allegations contained in the Complaint are
as follows.4

Lawver began her employment at Christiana Care on May 31, 2012.5 In
December 2012, Karmelia Melvin (“Melvin”) a friend of Lawver’s supervisor,
Linda Colbourne (“Colboume”), began training Lawver on a new software
system.6 During the training, Melvin “became aggressive, insulting and hostile”
towards Lawver.7 Lawver complained to Colbourne about Melvin’s conduct, but
Colbourne “dismissed the complaint and took no action.”8 Lawver followed up on
her complaint with Employer Relations.9 Following this incident, Melvin was no
longer in the office while Lawver was on duty.10

In late December 2012, Lawver was issued a “Step One Reminder” for being

l

late to work three times in December.l On May 15, 2013, Lawver was issued a

“Step Two Reminder” for being late to work three more times, twice in February

 

3 Compl. 111 4245.

4 On a motion to dismiss for failure to state a claim, the Court must view all well-pleaded facts
alleged in the complaint as true and in the light most favorable to the plaintiff See, e.g., Cent.
Mortg. C0. v. Morgan Stanley Mortg. Capital Hola’ings LLC, 27 A.3d 531, 536 (Del. 2011)
(explaining that even vague allegations in a complaint are “well-pleaded” if they provide the
defendant notice of the claim and that a motion to dismiss for failure to state a claim should be
granted only if the plaintiff could not recover under any reasonably conceivable set of
circumstances susceptible of proof).

5 Compl. 11 3.

6 Id. 11 6.

7 Id. 11 7.

"‘ rd. 11 S.

" 1a 119.

10;¢1.11 10.

" 1¢£.1111.

and once in April.12 Lawver does not deny that she was late, but points out that
Christiana Care inconsistently applied its disciplinary policy, extenuating
circumstances excused or justified her lateness, and she was prevented from
establishing a record of the foregoing because she was unaware of her rights under
Christiana Care’s disciplinary policies.13 For example, Lawver alleges on April 16,
2013, she, like many employees, was a few minutes late because New Employee
Orientation Day resulted in a lack of available parking.14

The next incident identified by Lawver as pertinent occurred on August 29,
2013, when a non-ambulatory patient was mistakenly locked in a lab room for the
day before being discovered.15 Lawver alleges the lab room was locked by another
medical assistant, but on September 4, 2013, Colbourne and Lawver’s manager,
Patricia White-Murray (“White-Murray”), questioned Lawver about the incident
and informed her “she had been named in the nurse practitioner’s report to risk
management as the individual who had locked the lab room door.”16 Thereafter,
Lawver, but not similarly involved co-workers, “was invited to and attended a
debriefing with Risk Management” about the incident.”17 As she did following her

December 2012 dispute with Melvin, Lawver went to Employer Relations

 

‘2 rd.1116.

'3 1a 11114, 12_14.
"‘ !d.1113.

'5 Id.111121_23_
“"1¢1.1125.
'115.112?.

regarding the lab room incident.18 From September 4, 2013, when she reported to
Employer Relations, to January 10, 2014, White-Murray “continuously emailed []
Lawver in an abusive and hostile manner.”19

On January 10, 2014, Lawver was issued a “Decision Making Leave”
(“DML”).20 The DML is the next step in Christiana Care’s disciplinary program
after a Step One and Step Two Reminder.21 The bases for the DML were that
Lawver: (l) forwarded an email inappropriately; (2) refused to report to her
supervisor’s office after being asked more than once; and (3) was disrespectful to a
co-worker.”22 The “inappropriately” forwarded email was an email invitation to an
interoffice meeting that Lawver “mistakenly forwarded to a provider, after which
[] Lawver immediately notified her supervisor.”23 Lawver contends the forwarding
was a harmless mistake that should not have subjected her to disciplinary measures
because Christiana Care’s email policy is not meant to cover such situations.24 As
to the refusal to report to her supervisor’s officer, Lawver asserts that she had a
conversation with her supervisor about a delay in rooming patients at her

workstation, but “at no time did her supervisor insist on meeting in her of`fice.”25

 

18 rd_ 11 28.

19 102 1 29.

2° mt 11 30.

21 Id. 11 12.

22 Ia'. 11 30; Compl. Ex. E, DML Disciplinary Action Record.
23 Compl.11 31.

24 Id. 1111 31-32.

25 ld. 11 33.

As to disrespect to a co-worker, Lawver alleges that this incident, similar to the
second, was “manufactured.”26

Finally, on October 2, 2014, Melvin was acting as site manager for the day
and again treated Lawver in an abusive and aggressive manner, which Lawver
reported to Colbourne via email on October 3, 2014.27 Soon thereafter, on October
7, 2014, Christiana Care terminated Lawver for allegedly failing to follow proper
workflow procedures, causing a delay in rooming patients.28 Lawver contends the
delay in rooming was actually caused by factors outside her control, including
double and triple booking patients.29

Lawver concludes that the foregoing allegations sufficiently plead a claim
against Christiana Care for breach of the implied covenant of good faith and fair
dealing.30 Incorporated into the Complaint and attached as exhibits to the
Complaint are a number of documents, including the First Step Reminder, Second

Step Reminder, DML, and ultimate termination decision.31

 

26 Id. 11 34.

22 rd. 11 38.

23 M. 11 39.

22 ran 11 40.

2" mt 1111 42-44.

31 The Complaint and its exhibits are included as Exhibit A of Lawver’s Opening Brief. (Trans.
ID. 59490666).

6

B. Christiana Care’s Motion to Dismiss

Upon receipt of the Complaint, Christiana Care moved to dismiss under
Court of Common Pleas Civil Rule 12(b)(6), contending that Lawver’s Complaint
fails to state a claim of breach of the implied covenant of good faith and fair
dealing. The Court of Common Pleas agreed, and by its May 6, 2016
Memorandum Opinion and Order, granted Christiana Care’s Motion to Dismiss.
The Court of Common Pleas emphasized that a claim of breach of the implied
covenant of good faith and fair dealing is a narrow exception to the employment-
at-will doctrine,32 and that to survive a motion to dismiss under Rule 12(b)(6),
Lawver needed to sufficiently plead that the termination decision constituted “an
aspect of fraud, deceit or misrepresentation.”33

Lawver contends that her claim fits within the recognized application of the
implied covenant of good faith and fair dealing to termination decisions where the
employer falsifies or manipulates employment records to create fictitious grounds

for termination34 In evaluating Lawver’s argument, the Court of Common Pleas

discussed the three formal disciplinary actions taken against Lawver (First Step

 

32 Lawver, 2016 WL 2610653, at *4 (“Delaware courts ‘have been reluctant to recognize a broad
application of the covenant of fair dealing and good faith out of a concern that the covenant
could . . . effectively end at-will employment.”’ (quoting Williams v. Cato Oil, 2010 WL
3707583, at *4 (Del. Com. Pl. Sept. 7, 2010))).

33 [d. (quoting Merrz`h' v. CrothaZ{-Amerfcan. Inc., 606 A.2d 96, 101 (Del. 1992)).

34 mrs Br. 319_10; see E. 1. DMPM de nemours & Co. v. Pmssman, 6?9 A.2d 436, 443-44 (Del.
1996) (explaining that the implied covenant applies “to an act or acts of the employer
manifesting bad faith or unfair dealing achieved by deceit or misrepresentation in falsifying or
manipulating a record to create fictitious grounds to terminate employment”).

7

Reminder, Second Step Reminder, and DML) as well as the ultimate termination
for allegedly failing to follow proper workflow procedures, but declined to address
the locked lab room incident detailed in the Complaint because the incident “did

3)35

not actually result in any sort of disciplinary action, The Court of Common

Pleas concluded that Lawver failed to state a claim for breach of the implied
covenant of good faith and fair dealing because the allegations in the Complaint,
when viewed in the light most favorable to Lawver except as contradicted by the
documents included by Lawver as exhibits to the Complaint, failed to set forth a
viable claim that Christiana Care manipulated or falsified Lawver’s employment
record. As summarized by the Court of Common Pleas:

The documentary evidence Plaintiff used in an attempt to strengthen

her claims merely demonstrates Plaintiff’ s belief that her conduct did

not warrant disciplinary action, and fails to substantiate her claim that

Defendant manufactured the underlying reasons for her termination36

III. STANDARD OF REVIEW
When this Court reviews a decision of the Court of Common Pleas, “the

Court has an obligation to correct errors of law and to review findings of fact ‘to

determine if they are sufficiently supported by the record and are the product of an

 

35 Lawver, 2016 wL 2610653,31*4 n.25.
36 Ia'. at *6.

”’37 Whether to grant a motion to dismiss

orderly and logical deductive process.
under Court of Common Pleas Civil Rule l2(b)(6) is a question of law subject to
de novo review.38

When evaluating a motion to dismiss pursuant to Rule 12(b)(6), the Court
assumes that all well-pleaded allegations in the Complaint are true.39 “[T]he trial
court is not required to accept every strained interpretation of the allegations
proposed by the plaintiff, but the plaintiff is entitled to all reasonable inferences
that logically flow from the face of the complaint.”40 The trial court may dismiss a
claim “if allegations in the complaint or in the exhibits incorporated into the
complaint effectively negate the claim as a matter of law.”41 To dismiss a claim at

this preliminary stage, the trial court must “determine with ‘reasonable certainty’

that a plaintiff could prevail on no set of facts that can be inferred from the

pleadings.”42

 

37 State v. Anderson, 2010 WL 4513029, at *4 (Del. Super. Nov. 1, 2010) (quoting J.S.F. Props.,
LLC v. McCann, 2009 WL 1163494, at *l (Del. Super. Apr. 30, 2009)), a]j"d, 21 A.3d 52 (Del.
201 1).

38 Howell v. Persans, 2012 WL 1414296, at *1 (Del. Super. Feb. 8, 2012).

39 Solomon v. Pathe Commc’ns Corp., 672 A.2d 35, 38 (Del. 1996) (citing Grobow v. Perot, 539
A.2d 180, 187 n.6 (Del. 1988)).

40 Malpiea'e v. Townson, 780 A.2d 1075, 1083 (Del. 2001) (discussing Court of Chancery Rule
12(b)(6)).

41 Id.; Furman v. Delaware Dep’t of Trcmsp., 30 A.3d 77l, 774 (Del. 2011) (“[O]nly two
exceptions to the general rule prohibiting consideration of such extrinsic material on a motion to
dismiss: (i) where an extrinsic document is integral to a plaintiff’ s claim and is incorporated into
the complaint by reference, and (ii) where the document is not being relied upon to prove the
truth of its contents.” (citing Vanderbilt Income & Growth Assocs., L.L.C. v. Arvida/JMB
Managers, Inc., 691 A.2d 609, 613 (Del. 1996))).

42 solomon, 672 A.2d at 38 (citing rn re USACafeS, L.P. Li¢ig., 600 A.2d 43, 47 (Del. ch. 1991)).

9

IV. DISCUSSION

A. Timeliness of Appeal

As an initial matter, Christiana Care argues this Court must dismiss
Lawver’s appeal because it was not timely filed.43 Pursuant to Superior Court
Civil Rule 72, the deadline for Lawver to file an appeal was May 23, 2016.44 On
May 23, 2016, Lawver filed “Appellant, Kristen Lawver’s Notice of Appeal” and
“Appellant’s Writ-Citation on Appeal for Service upon the Court of Common
Pleas Custodian of Records of the May 6, 2016 Decision in the Court of Common
Pleas C.A. No. CPU4-16-000307.”45 The documents were assigned a Transaction
ID number and copies were served on counsel for Christiana Care.46 The
following day, the Prothonotary rejected the transaction, and on May 25, 2016,
Lawver filed a “Notice of Appeal Originally Attempted to be Filed on May 23,
2016 . . . and Rejected by Prothonotary for Incomplete Documents.”47 The
Prothonotary accepted this transaction

Lawver’s first attempt to file an appeal was timely, and as the Delaware
Supreme Court has previously stated, “the proper purpose of a notice of

appeal . . . is to provide notice of the appeal to all litigants who may be directly

 

43 Defendant/Appellee’s Answering Brief at ll (“Def.’s Resp.”) (Trans. ID. 59576205).

44 super. cr civ. R. 6(a), 72(b).

45 Reply Brief of Appellant, Plaintiff-Below, Ex. A Transaction: 59047939 Transaction Receipt
from File&Serve Xpress (May 23, 2016) (Trans. ID. 59642675).

46 Id., Ex. B Transactional Notice from File&Serve Xpress (May 23, 2016).

47 Id., Ex. D Transaction: 59059156 Transaction Receipt from File&Serve Xpress (May 25,
2016).

10

affected thereby, and to afford them an opportunity to take action to adequately
protect their interests.”48 The Court finds that Lawver provided sufficient notice of
appeal to Christiana Care and this appeal should not dismissed as untimely under
Superior Court Civil Rule 72.49
B. Christiana Care’s Motion to Dismiss

The employment-at-will doctrine “generally permits the dismissal of

1150 The employment-at-will

employees without cause and regardless of motive.
doctrine is limited in a small number of narrowly defined circumstances by the
implied covenant of good faith and fair dealing.51 Inter alia, the implied covenant
permits a cause of action against an employer for the deceitful acts of its agent in
manufacturing materially false grounds to cause an employee’s dismissal.52

Manufacturing materially false grounds includes the falsification or manipulation

of employment records to create fictitious grounds for termination53

 

48 Silvious v. Conley, 775 A.2d 1041, 1042 (Del. 2001) (citing State Personnel Comm ’n v.
Howard, 420 A.2d 135, 138 (Del. 1980)).

49 Nicholas v. Na¢’l Um'on Fire lns. co. omesburgh, Pa, 74 A.3d 634, 635 (Del. 2013) (“This
Court has held that ‘no notice of appeal should ever be refused by a clerk for filing if the
intention to appeal is clear from the document filed.”’ (quoting Kostyshyn v. State, 3 A.3d 1097,
2010 WL 3398943, at *l (Del. Aug. 30, 2010) (TABLE))).

5° Pressman, 679 A.2d at 437

511d. at 441.

52 1d. ar 437.

55 Id. at 443414.

11

Because “[d]islike, hatred or ill will, alone, cannot be the basis for a cause of

”54 the core of Lawver’s claim of

action for termination of an at-will employment,
breach of the implied covenant of good faith and fair dealing is her allegation that
the personal animus of her supervisors motivated them to manipulate and falsify
her employment record in order to manufacture her termination Lawver does not
contend that her history of tardiness, as documented in the Step One and Step Two
Reminders, was the reason for her terrnination,55 and the Court of Common Pleas
correctly determined the incidents of tardiness cannot sustain a claim of breach of
the implied covenant of good faith and fair dealing.56 Regardless of whether
Lawver’s tardiness should have been used as a basis for disciplinary action, the
Complaint lacks an allegation or reasonable inference that Lawver’s employment
record on tardiness was falsified or manipulated.

In support of her claim of breach of the implied covenant, Lawver argues
that_if not expressly alleged in the Complaint_it is reasonable to infer that
Lawver’s supervisors manipulated or falsified her employment records in order to
manufacture Lawver’s termination on at least three specific occasions: (1) wrongly

naming Lawver as the individual who locked a patient in a lab room; (2)

misrepresenting or falsifying the allegations underlying the DML; and (3) falsely

 

54 1a 445.
55 Pl.’s Br. at 12.
55 Lawver, 2016 wL 2610653, at *4.

12

attributing fault to Lawver for rooming delays.57 As to these incidents, Christiana
Care argues that the documents attached as exhibits to the Complaint contradict the
allegations and reasonable inferences that might be drawn from the body of the
Complaint such that Lawver’s breach of the implied covenant claim must fail as a
matter of law.58

With regard to the locked lab room incident, Lawver alleges that Colbourne
and White-Murray notified her that she was named in the nurse practitioner’s
report to risk management as the individual who had locked the lab room door.59
Because another medical assistant was responsible for locking the lab room,
Lawver specifically alleges that she was not, in fact, named in the nurse
practitioner’s report.60 Lawver argues it is reasonably inferable that Colbourne and
White-Murray wrongfully named Lawver as the individual responsible and that the
incident was in her employment record at the time of her termination61 On this
point, the Court does not agree with Christiana Care’s argument that the Court
must conclude the incident played no role in Christiana Care’s decision to
terminate Lawver because the “Disciplinary Action Record” relaying Christiana

Care’s termination decision to Lawver does not mention the incident,62 It is

 

52 Pl.’S Br.a111_12.

511 Def.’s Resp. at 12_14.

59 Compl.11 25,

50 Id. 11 26.

61P1.’s Br. at 11.

62 Compl. Ex. H, Termination Disciplinary Action Record.

13

reasonable to infer from the facts pled in the Complaint that the allegation against
Lawver was in her employment record. And, critically for Lawver’s claims, the
locked lab room incident is not the only alleged falsification or manipulation of her
employment record that can be inferred from the facts pled in the Complaint.

On the subject of the DML, Christiana Care argues that Lawver “admits to
the conduct” underlying the forwarding of the “inappropriate” email and refusal to

3 As to the forwarded email, Christiana Care is

talk in her supervisor’s office,6
correct. Lawver admits to forwarding the email but argues the forwarding was not
“inappropriate” such that it warranted discipline.64 However, as to Lawver’s
alleged refusal to report to her supervisor’s office, Christiana Care overstates
Lawver’s purported admission. Lawver’s DML faults Lawver for “refusing to
report to your supervisor[’s] office after being asked more than once.”65 Lawver
admits in the Explanation of Complaint to being asked_once-_to speak in her
supervisor’s office, whereupon she did not directly refuse, but offered to speak
with her supervisor at her workstation, which she did.66

Further, and contrary to Christiana Care’s argument,67 Lawver’s “Plan for

Improvement” (included in her Disciplinary Action Record), does not directly

 

63 Def.’s Resp. at 18.

54 Comp1.1111 31_32.

65 Compl. Ex. E, DML Disciplinary Action Record (emphasis added).
66 Compl. Ex. F, DML Appeal Explanation of Complaint.

67 Def.’s Resp. at 18.

14

contradict the allegations in the Complaint such that Lawver’s allegations_which
are otherwise assumed to be true at this preliminary stage_must be disregarded
In the Plan for Improvement, Lawver responds to the allegation of disrespectful
behavior by stating that she is “committed to improving my perforrnance,” can
“improve” in the area of courteousness, and plans “to work towards removing
obstacles” that prevented her from working effectively with her supervisors68
Acknowledging room for improvement is not the equivalent of admitting fault. A
reasonable inference drawn from the allegations in the Complaint (as well as the
exhibits) is that White-Murray was in a position to falsify or manipulate this
anonymous third-party’s alleged complaint against Lawver, was motivated to do so
by personal animus, and did so in order to manufacture Lawver’s termination
Finally, Lawver alleges that the event precipitating her termination_a delay
in rooming patients_was caused by factors outside of her control and not by her
failure to follow workflow procedures.69 The reasonable inference from this
allegation is that the true cause of the delay was known to Lawver’s superiors, who
then falsely attributed fault to Lawver in order to manufacture her termination

This inference is supported by Lawver’s allegation that just prior to her termination

 

68 Compl. Ex. E, DML Disciplinary Action Record.
52 Compl. 1111 39-40.

15

she was once again treated in an abusive and aggressive manner by Melvin, which
Lawver reported to Colbourne as she had in the past.70

Christiana Care attempts to reframe the allegations in the Complaint as mere
disagreement between Lawver and Christiana Care over whether disciplinary
action was warranted. While this interpretation may ultimately prevail, it is not
warranted at this preliminary stage. Viewing all the facts alleged in the light most
favorable to Lawver, and giving her the benefit of all the reasonable inferences
therefrom, the Court finds that Lawver has alleged sufficient facts to survive a

motion to dismiss.

V. CONCLUSION
For the foregoing reasons, upon careful and de novo review, the decision of

the Court of Common Pleas is REVERSED.

 

 

 

IT IS SO ORDERED.
\\`_________ /`
/
/\ ..R Jur ,President Judge
20 Id. 11 38.

16

