Exhaustion of CBA Remedies Applies to Non‑Signatory Residency Directors; No Tortious Interference Without an Existing Contract

Commentary on Golia v. Vieira, 2025 NY Slip Op 04087 (App Div, 2d Dept)

Introduction

This appeal arises from a medical residency non-renewal dispute that became a contract and tort case. The plaintiff, Dr. Michael J. Golia, was a first-year internal medicine resident at Long Island College Hospital (LICH). After a series of unsatisfactory evaluations by program leadership—Program Director Jeffrey Vieira and Associate Program Directors Lawrence Wolf and Robert Levey—LICH decided not to renew his 12‑month resident agreement (June 23, 2010 to June 22, 2011). In May 2011, SUNY Downstate Medical Center acquired LICH and offered Dr. Golia a short, separate SUNY resident agreement running through June 22, 2011, which SUNY did not renew.

Dr. Golia sued LICH, Vieira, Wolf, and Levey alleging, among other claims, breach of contract and tortious interference with contract. An earlier appeal in this litigation disposed of the claims against LICH. In this round, the Appellate Division, Second Department, considered whether the breach and tortious interference claims could proceed against the individual program leaders.

The central issues were:

• Whether breach-of-contract claims tied to a residency agreement and an applicable collective bargaining agreement (CBA) can proceed in court when the resident failed to use the grievance procedure and exhaust administrative remedies;
• Whether the exhaustion requirement applies even when the defendants are not signatories to the resident agreement;
• Whether alleged prior written representations and Accreditation Council for Graduate Medical Education (ACGME) “Common Program Requirements” can alter the contractual framework; and
• Whether defendants could be liable for tortious interference with a SUNY resident agreement executed after LICH had already decided not to renew the residency.

Summary of the Judgment

The Second Department affirmed the Supreme Court’s order granting summary judgment to Vieira, Wolf, and Levey, and denying Dr. Golia’s cross-motion for partial summary judgment against Vieira. The court held:

• Breach-of-contract claims were barred because they were governed by the LICH resident agreement and the applicable CBA, and the plaintiff failed to pursue the contractual grievance procedure and exhaust administrative remedies.
• This exhaustion requirement applied notwithstanding that the individual defendants were not parties to the resident agreement.
• Alleged prior written representations could not vary a later agreement containing a merger clause.
• The plaintiff could not recast his breach claims as violations of ACGME “Common Program Requirements” where the amended complaint did not plead such a theory of breach of the LICH resident agreement.
• The tortious interference with contract claim failed because there was no binding SUNY resident agreement in existence when LICH made, by no later than February 2011, the decision not to renew the residency.
• The plaintiff’s argument that summary judgment was premature was rejected; mere speculation about discovery is insufficient to avoid summary judgment.

Analysis

1) Precedents Cited and Their Influence

• Murray v Town of N. Castle, N.Y., 203 AD3d 150, 174 — Cited for the principle that a party whose claims are governed by a collective bargaining agreement must pursue and exhaust the grievance and administrative procedures before resorting to court litigation. This anchored the court’s dismissal of breach-of-contract claims here.
• Golia v Vieira, 162 AD3d 865 (2d Dept) — An earlier decision in the same litigation. It previously dismissed the breach claims against LICH and affirmed dismissal of tortious interference as to LICH; the court here relied on it both for the exhaustion rationale and the timing analysis (i.e., that the non-renewal decision predated the SUNY agreement).
• Matter of Primex Intl. Corp. v Wal-Mart Stores, 89 NY2d 594, 600 — New York’s leading case on merger clauses. It establishes that prior representations cannot vary, contradict, or supplement a later integrated agreement. This undercut the plaintiff’s reliance on earlier writings and reinforced the primacy of the written resident agreement/CBA framework.
• Thompson Bros. Pile Corp. v Rosenblum, 121 AD3d 672, 673; Matthius v Platinum Estates, Inc., 74 AD3d 908, 909 — Cases recognizing limited circumstances where extrinsic writings may be considered, but the court found them inapposite here given the general merger clause and the plaintiff’s failure to fit within any exception.
• Lama Holding Co. v Smith Barney, 88 NY2d 413, 424 — Sets out the essential elements of tortious interference with contract, including the necessity of an existing, enforceable contract. The claim failed here because no SUNY contract existed at the time of the alleged interference.
• Moulton Paving, LLC v Town of Poughkeepsie, 98 AD3d 1009, 1010-11; Miller v Theodore-Tassy, 92 AD3d 650, 650-651 — Reinforce the requirement of an existing contract for tortious interference claims.
• Branach v Belvedere VIII, LLC, 189 AD3d 1531, 1532 and Sterling Natl. Bank v Alan B. Brill, P.C., 186 AD3d 515, 518 — Stand for the proposition that summary judgment should not be denied as “premature” based solely on the speculative hope that discovery might uncover supportive evidence.

2) The Court’s Legal Reasoning

a) Exhaustion of Remedies Under the CBA

The court emphasized that the LICH resident agreement and the applicable CBA governed the plaintiff’s breach claims. Because those instruments contained grievance and administrative procedures, the plaintiff’s failure to pursue them barred his contract claims in court. Crucially, the court held that this exhaustion requirement applies even when the defendants are not signatories to the contract. The plaintiff argued that because Vieira, Wolf, and Levey were not parties to the LICH resident agreement, he was excused from the grievance process. The court rejected that argument, clarifying that what matters is that the claims are governed by the resident agreement/CBA, not the formal party status of the individuals sued.

b) Merger Clause and Parol Evidence

Relying on Primex, the court held that prior written representations cannot vary or supplement a later, integrated agreement containing a merger clause. The plaintiff therefore could not rely on earlier representations to circumvent the resident agreement/CBA framework or to create obligations beyond those adopted in the integrated contract.

c) ACGME “Common Program Requirements” Are Not Self-Executing Contractual Duties

The plaintiff sought to recast his breach claims to invoke alleged noncompliance with ACGME “Common Program Requirements.” The court rejected this effort, noting that the amended complaint did not plead a breach premised on failure to honor ACGME requirements as incorporated contractual obligations. Absent proper pleading and contractual incorporation, ACGME standards do not, by themselves, supply a breach theory against the individual defendants.

d) No Tortious Interference Without an Existing Contract

Tortious interference with contract requires an existing, enforceable contract at the time of the alleged interference. The SUNY resident agreement was not executed until May 2, 2011. By the plaintiff’s own chronology and the court’s earlier decision, LICH had decided by no later than February 2011 not to renew the residency. Accordingly, neither LICH nor its agents (including Vieira, Wolf, and Levey) could have interfered with a SUNY contract that did not yet exist. The claim therefore failed as a matter of law.

e) Summary Judgment Standards and “Premature” Discovery Arguments

The defendants made a prima facie showing warranting summary judgment: the governing nature of the resident agreement/CBA and the nonexistence of the SUNY contract at the relevant time. The burden shifted to the plaintiff, who failed to raise a triable issue of fact. The court also rejected the notion that the motion was premature. Citing Branach and Sterling National Bank, the court reiterated that speculation about what discovery might reveal is not a basis to forestall summary judgment.

3) Impact and Prospective Significance

• Exhaustion Against Non‑Signatories: The most practically significant clarification is that CBA grievance/exhaustion requirements can bar court litigation even against individual supervisors, directors, or program leaders who are not signatories to the resident agreement. Plaintiffs cannot end-run a CBA by suing individuals rather than the contracting entity.
• Residency Programs and ACGME Standards: ACGME “Common Program Requirements” are not automatically judicially enforceable as contract terms. To rely on them, plaintiffs must plead a breach theory grounded in their express incorporation into the relevant agreement. Programs that do not incorporate ACGME standards into contracts reduce the risk of contract-based claims premised on those standards.
• Timeline Discipline for Tort Claims: For tortious interference with contract, timing is dispositive. Where a non-renewal decision predates formation of the later contract, there is no existing contract to interfere with. Plaintiffs with grievances about non-renewal should consider whether their claim is really about a prospective opportunity rather than an existing contract (which would implicate different, more demanding tort elements not at issue here).
• Litigation Strategy: Defense counsel in employment-like disputes under a CBA should lead with exhaustion arguments and develop a clear documentary record of decision timing. Plaintiffs should evaluate and, if required, exhaust available grievance procedures before filing suit and carefully plead any contractual incorporation of external standards (e.g., accreditation requirements).

Complex Concepts Simplified

• Collective Bargaining Agreement (CBA): A contract between an employer and a union that sets terms and procedures, including grievance mechanisms for disputes. If a dispute is covered by the CBA, parties typically must use those procedures before going to court.
• Exhaustion of Administrative Remedies: The requirement that a party must first use the grievance or administrative process provided by contract or statute before resorting to litigation. Failure to exhaust usually bars court claims.
• Merger (Integration) Clause: A provision in a written contract stating that the contract is the complete and final agreement, superseding prior negotiations or writings. Under New York law, such a clause generally prevents parties from using prior statements to change contract terms (the parol evidence rule).
• ACGME “Common Program Requirements”: Accreditation standards governing graduate medical education programs. They are regulatory/accreditation standards, not automatically contractual. They become contractually enforceable only if incorporated into the parties’ agreement and properly pleaded.
• Tortious Interference with Contract: A tort requiring an existing, valid contract; the defendant’s knowledge of that contract; intentional and improper procurement of a breach; and damages. Without a contract in existence at the time of the alleged interference, the claim fails.
• Prima Facie Showing / Triable Issue of Fact: On summary judgment, the movant must first show entitlement to judgment as a matter of law (prima facie). The burden then shifts to the opponent to produce evidence creating a genuine factual dispute warranting trial (a triable issue).

Case Timeline at a Glance

• June 23, 2010 – June 22, 2011: LICH resident agreement term for Dr. Golia.
• October 2010: Department informs Dr. Golia the agreement will not be renewed due to performance and knowledge deficiencies.
• By February 2011 (at the latest): Non-renewal decision is finalized.
• May 2011: SUNY Downstate acquires LICH and its residency training program.
• May 2, 2011: Dr. Golia signs a SUNY resident agreement through June 22, 2011 (not renewed by SUNY).
• 2014: Dr. Golia sues LICH, Vieira, Wolf, and Levey (contract and tort claims).
• 2018: Prior appeal (162 AD3d 865) dismisses relevant claims against LICH.
• 2019: Supreme Court grants summary judgment to Vieira, Wolf, and Levey; denies plaintiff’s cross-motion.
• 2025: Second Department affirms, with costs.

Practice Pointers

• For plaintiffs: Before suing over residency non-renewals, scrutinize the residency agreement and any applicable CBA; if a grievance procedure exists, use it. If alleging breach based on accreditation standards, expressly plead and prove contractual incorporation of those standards.
• For defendants: Press the exhaustion defense early. Document the timeline of non-renewal decisions. Identify and invoke merger clauses to confine disputes to the integrated agreement’s terms. For tort claims, stress timing and the absence of an existing contract.

Conclusion

Golia v. Vieira reinforces core New York doctrines in the residency and employment-adjacent context: (1) where a residency agreement and CBA govern, the contractual grievance machinery must be exhausted before litigating, and that requirement applies even when the suit targets non‑signatory supervisors; (2) merger clauses preclude reliance on prior written representations to expand or vary contract obligations; (3) ACGME standards are not self-executing contractual duties absent incorporation and proper pleading; and (4) tortious interference with contract demands an existing contract at the time of the alleged interference—decisions made before contract execution cannot be actionable interference.

The decision closes the remaining avenues of this dispute against the individual residency leaders, emphasizing procedural discipline (exhaustion), doctrinal clarity (parol evidence and merger), and temporal rigor (no interference without a contemporaneous contract). Going forward, the ruling will guide both medical institutions and residents on how contract and tort principles interact with the governance of graduate medical education programs and the importance of adhering to negotiated dispute-resolution frameworks.