        IN THE SUPREME COURT OF THE STATE OF DELAWARE

CHRISTIANA CARE HEALTH                   §
SERVICES INC.,                           §   No. 58, 2019
                                         §
      Defendant-Petitioner Below,        §   Court Below: Superior Court
      Appellant,                         §   of the State of Delaware
                                         §
      v.                                 §   C.A. No. N17C-05-353
                                         §
MEEGHAN CARTER Individually              §
and as Administratrix of the Estate of   §
MARGARET RACKERBY FLINT,                 §
Decedent,                                §
                                         §
      Plaintiffs-Respondents Below,      §
      Appellees.                         §

                         Submitted: September 18, 2019
                          Decided: December 2, 2019

Before SEITZ, Chief Justice; VAUGHN and TRAYNOR, Justices.



Upon appeal from the Superior Court. REVERSED.

Richard Galperin, Esquire, Joshua H. Meyeroff, Esquire (Argued), and Ryan T.
Keating, Esquire, Morris James LLP, for Appellant, Christiana Care Health
Services, Inc.

Leroy A. Tice, Esquire (Argued), Leroy A. Tice, Esquire P.A., for Appellees
Meeghan Carter Individually and as Administratix of the Estate of Margaret
Rackerby Flint.




VAUGHN, Justice:
                    FACTS AND PROCEDURAL HISTORY

      This is an interlocutory appeal in a medical negligence case. The appellant,

Christiana Care Health Services, Inc. (“CCHS”) claims that the Superior Court erred

by denying its motion for partial summary judgment.            The alleged medical

negligence occurred during surgery performed on Margaret Rackerby Flint at

Christiana Care Hospital, which is operated by CCHS. The surgery allegedly caused

her death two days later. The complaint was filed by Meeghan Carter, Ms. Flint’s

daughter, individually and as administratrix of Ms. Flint’s estate. It named as

defendants Dr. Michael Principe, who performed the surgery, Dr. Eric Johnson, who

assisted him, and CCHS. Later, the medical practices of the two doctors were added

as defendants. The sole claim against CCHS is that the two doctors were its agents

and it is vicariously liable for their alleged negligence.

      A mediation resulted in settlement of all the plaintiff’s claims against Dr.

Principe and his medical practice. As part of that settlement, the plaintiff signed a

release which released all such claims. CCHS was not a party to the settlement or

the release. Following that settlement, CCHS filed its motion for partial summary

judgment against the plaintiff on the theory that the release of Dr. Principe released

it from any vicarious liability for Dr. Principe’s alleged negligence. The Superior

Court denied the motion.




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      CCHS raises two issues on appeal. First, it contends that the release of an

agent releases a vicarious liability claim against the principal as a matter of law.

Second, and apart from its first contention, it contends that the terms of the release

which the plaintiff signed when she settled with Dr. Principe and his medical practice

also released it from liability for Dr. Principe’s conduct. We agree with CCHS’s

second contention. For the reasons which follow, the written release operated as a

complete satisfaction of the plaintiff’s vicarious liability claim against CCHS arising

from Dr. Principe’s alleged conduct, and the motion for partial summary judgment

should have been granted.

      Shortly after CCHS filed the motion for partial summary judgement which is

at issue in this appeal, the plaintiff and Dr. Johnson stipulated that all of the

plaintiff’s claims against him, his medical practice, and the vicarious liability claim

against CCHS based on his alleged negligence, were dismissed. Therefore, when

the Superior Court decided CCHS’s motion for partial summary judgment, the only

remaining claim was the plaintiff’s vicarious liability claim against CCHS based on

Dr. Principe’s alleged negligence.

      In denying CCHS’s motion for partial summary judgment, the Superior Court

reasoned that:

             The Court finds that CCHS is a joint tortfeasor, as defined
             under the [Uniform Contribution Among Tortfeasors Act
             (“UCATA”)]. Pursuant to Section 6304[a], the Joint
             Tortfeasor Release does not operate to exclude the
                                          3
               possibility of CCHS’s vicarious liability. CCHS is not a
               party to the Release, and the Release does not prohibit
               Plaintiffs from proceeding against CCHS. There is no
               basis in Delaware’s UCATA or Delaware common law for
               finding as a matter of law that the release of a joint
               tortfeasor discharges the vicarious liability of a joint
               tortfeasor who was neither a party nor explicitly listed in
               the release.1

                                       DISCUSSION

       This Court “review[s] the Superior Court’s decision on a motion for summary

judgment de novo.”2 In making this inquiry, we “determine ‘whether the record

shows that there is no genuine material issue of fact and the moving party is entitled

to judgment as a matter of law.’”3 If material facts are in dispute, a motion for

summary judgment should not be granted.4

       The release signed by the plaintiff when she settled with Dr. Principe and his

medical practice was entitled Joint Tortfeasor Release. It includes the following

provision:

               This release is intended to protect the Releasees from any
               further exposure or future liability from any claim relating
               in any way to the medical care described herein and in the
               Complaint filed in the above referenced lawsuit. This
               Release is executed in conformity with the provisions of
               10 Del. C. §6301, et seq. the Uniform Contribution Among
               Tortfeasors Act, and shall be governed by Delaware law.
               Accordingly, should it be determined that any person or

1
  Carter v. Principe, 2019 WL 193138, at *2 (Del. Super. Jan. 15, 2019).
2
  Paul v. Deloitte & Touche, LLP, 974 A.2d 140, 145 (Del. 2009).
3
  Id. (quoting Berns v. Doan, 961 A.2d 506, 510 (Del. 2008) (citation omitted)).
4
  Id.
                                                4
               entity not released herein is jointly or severally liable with
               the Releasees, to the Releasors in tort or otherwise, the
               claims against and damages recoverable from such other
               person or entity shall be reduced by the greater of
               Releasees’ pro rata share of liability or responsibility for
               such damages or the sum of $1,000,000, and this release
               shall operate as a satisfaction of those claims against such
               other parties to that extent.5

       The purpose of this provision is to protect the releasees from claims from other

parties for contribution or indemnity by reducing the plaintiff’s claims against such

other parties by the releasees’ pro rata, meaning proportionate, share of the

plaintiff’s total damages.

       The application of the plain and unambiguous language of this provision in

this case leads to the conclusion that the release extinguishes the plaintiff’s claim

against CCHS. CCHS is an “entity not released herein” which is, at least, “severally

liable with [Dr. Principe] to [the plaintiff] in tort or otherwise.”6 The provision

reduces the plaintiff’s claim against CCHS by “the greater of [Dr. Principe’s] pro

rata share of liability or responsibility for such damages or the sum of $1,000,000

and operate[s] as a satisfaction of those claims . . . to that extent.” In the context of

a vicariously liable principal, the agent’s pro rata share of responsibility for the




5
 App. to Appellees’ Answering Br. at B351.
6
 See Blackshear v. Clark, 391 A.2d 747, 748 (Del. 1978) (reasoning that a doctor and his employer
were “(at least) ‘severally’ liable for the same injury to plaintiff” where the employer’s liability
was “derived solely from” the doctor’s alleged negligence).


                                                 5
plaintiff’s damages is the entire amount of those damages.7 Since the release

provides that the plaintiff’s claim is reduced by “the greater” of Dr. Principe’s pro

rata share of responsibility, whatever that amount may be, or $1,000,000, the release

reduces the plaintiff’s claim against CCHS by the entire amount of plaintiff’s

damages. The release, therefore, completely exhausts any damages that could be

asserted against CCHS and operates as a full satisfaction of the plaintiff’s claim

against CCHS.

       The plaintiff makes a number of contentions as to why CCHS’s liability is not

identical to Dr. Principe’s, primarily to the effect that CCHS made statements in the

trial court which are inconsistent with the claims it has made on appeal. The

plaintiff’s contentions are not persuasive and we reject them.

       Since we find the terms of the release to be case dispositive, we need not

address the appellant’s first contention.

       The judgment of the Superior Court is reversed.


7
  This principle is inherent from the ability of a vicariously liable principal to seek indemnification
from an agent for liability the principal incurs as a result of the agent’s wrongdoings. See
RESTATEMENT (SECOND) OF TORTS, § 886B(1)-(2)(a) (1979). Indemnification operates to fully
shift the loss from the party incurring it (i.e., the principal held vicariously liable to an injured
party) to the party whose negligence was “the primary cause of the injured party’s harm” (i.e. the
agent whose wrongdoing harmed the third party). 41 AM. JUR. 2D INDEMNITY § 3 (1968); see id.
at § 1 (“Stated simply, indemnity is an obligation by one party to make another whole for a loss
that the other party has incurred. . . . Indemnity in its most basic sense means reimbursement and
may lie when one party discharges a liability which another rightfully should have assumed, and
it is based on the principle that everyone is responsible for his or her own wrongdoing, and if
another person has been compelled to pay a judgment which ought to have been paid by the
wrongdoer, then the loss should be shifted to the party whose negligence or tortious act caused the
loss.” (footnote omitted)).
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