Hill v. Consultants in Pathology, S.C.

• Citation: 345 F.Supp.3d 1011
• Decision Date: 01 November 2018
• Docket Number: 18 C 0881
• Parties: Kalisha HILL, M.D., Plaintiff, v. CONSULTANTS IN PATHOLOGY, S.C., and Pathology Consultants, Inc, Defendants.
• Court: U.S. District Court — Northern District of Illinois

345 F.Supp.3d 1011

Kalisha HILL, M.D., Plaintiff,

v.CONSULTANTS IN PATHOLOGY, S.C., and Pathology Consultants, Inc, Defendants.

18 C 0881

United States District Court, N.D. Illinois, Eastern Division.

Singed November 1, 2018

Gregory T. Mitchell, Law Office of Gregory T. Mitchell, P.C., Homewood, IL, for Plaintiff.

Kristine S. Phillips, O'Hagan Meyer, LLC, Katherine Kosartes, Chicago, IL, for Defendants.

MEMORANDUM OPINION AND ORDER

John Z. Lee, United States District Judge

Plaintiff Kalisha Hill ("Hill") filed this lawsuit against her former employer, Consultants in Pathology, S.C. ("CIP"), as well as another company, Pathology Consultants, Inc. ("PCI"), after CIP summarily fired her. Hill alleges race discrimination (Count 1) and retaliation (Count 2) in violation of 42 U.S.C. § 1981 and Title VII of the Civil Rights Act of 1964, 42 U.S.C. § 2000e et seq.

PCI has filed a motion to dismiss for lack of personal jurisdiction pursuant to Federal Rule of Civil Procedure ("Rule") 12(b)(2) and for failure to state a claim pursuant to Rule 12(b)(6). CIP has filed a motion to dismiss and compel arbitration pursuant to Rule 12(b)(3), or, in the alternative, to dismiss pursuant to Rule 12(b)(6). For the reasons provided, the Court grants PCI's motion to dismiss [8] and grants in part and denies in part CIP's motion [11].

Background ¹

Hill began working for CIP in 2003. CIP is a group of board-certified pathologists, who provide pathology services to hospitals in Illinois and Indiana. Compl. ¶¶ 3, 8, ECF No. 1.

On January 1, 2009, Hill entered into a new written employment agreement with CIP, the "Shareholder Employment Agreement." Id. ¶ 5; see also Pl.'s Ex. A, ECF No. 4.² The Agreement set forth the terms of Hill's employment and contained an arbitration clause:

21. Arbitration . Any controversy or claim arising out of or relating to this Agreement, or breach thereof, shall be settled by arbitration in accordance with the dispute resolution procedures of the American Health Lawyers Association, and the judgment on the award rendered may be entered in any court having jurisdiction thereof. Such arbitration shall take place in La Porte County, Indiana or such other location as agreed upon by the parties.

Pl.'s Ex. A ¶ 21.

In the fall of 2014, CIP began taking actions that Hill believed violated the Agreement and were discriminatory and retaliatory in nature. Compl. ¶¶ 15, 48–53, 55–60. First, CIP forced Hill to accept a reassignment away from her hospital of choice. Id. ¶ 15–17. Hill alleges that the President of CIP, Mark Fritsch ("Fritsch"), ordered the forced reassignment to "accommodate the preference of a less experienced, non-African American" male pathologist. Id. ¶ 17. Second, CIP demanded that Hill turn over income she received from taking a supplemental position as the Chief Medical Officer at her new hospital. Id. ¶¶ 22–25, 28–29. Hill contends that no non-African American employees were required to turn over income from outside employment. Id. ¶¶ 21, 30. After Hill voiced her objections to these decisions, CIP terminated her employment. Id. ¶¶ 15, 26–32.

On February 2, 2018, Hill filed suit against CIP, as well as PCI, characterizing the two companies as a single entity that "provides pathology services in central and northwest Indiana and the Chicago metropolitan area in Illinois." Compl. ¶ 3. In its motion to dismiss, PCI contends that Hill has failed to allege that it does any business in Illinois or that it took any action with respect to her termination. Def. PCI's Mot. Dismiss, ECF No. 8.³

CIP also has moved to dismiss, arguing that the Court should compel the parties to arbitrate their dispute under the Shareholder Employment Agreement's mandatory arbitration clause. Def. CIP's Mot. Dismiss, ECF No. 11. In the alternative, CIP argues, the Court should dismiss Hill's Title VII claims for her failure to exhaust them administratively. Id.

Discussion

I. PCI's Motion to Dismiss

A. Personal Jurisdiction

1. Legal Standard

The plaintiff has the burden of demonstrating personal jurisdiction over the defendant. Purdue Research Found. v. Sanofi-Synthelabo, S.A. , 338 F.3d 773, 782 (7th Cir. 2003). That burden, in a case in which a court rules on the motion to dismiss based solely on the submission of written materials, is to "make out a prima facie case of personal jurisdiction." Id.(quoting Hyatt Int'l Corp. v. Coco , 302 F.3d 707, 713 (7th Cir. 2002) ). The court should resolve all factual disputes in the plaintiff's favor. Id. Importantly, however, "[w]here factual assertions amount only to vague generalizations or unsupported allegations, they are not enough to support personal jurisdiction." Richter v. INSTAR Enters. Int'l, Inc. , 594 F.Supp.2d 1000, 1016 n.6 (N.D. Ill. 2009) ; see also In re Testosterone Replacement Therapy Prod. Liab. Litig. Coordinated Pretrial Proceedings , 136 F.Supp.3d 968, 972–73 (N.D. Ill. 2015).

Because this Court is exercising federal-question jurisdiction, it has personal jurisdiction over PCI if either federal law or Illinois law (the state in which this Court sits) authorizes service of process. Mobile Anesthesiologists Chi., LLC v. Anesthesia Assocs. of Houston Metroplex, P.A. , 623 F.3d 440, 443 (7th Cir. 2010). Neither Title VII nor § 1981 authorize nationwide service of process, see 42 U.S.C. §§ 1981, 2000e-5(f)(3), so personal jurisdiction in this case is governed by the law of Illinois.

Illinois law permits courts to exercise personal jurisdiction to the full extent permitted by the Due Process Clause of the Fourteenth Amendment. See 735 Ill. Comp. Stat. 5/2-209(c) ; Tamburo v. Dworkin , 601 F.3d 693, 700 (7th Cir. 2010). As such, "[t]he key question" in reviewing PCI's motion to dismiss for lack of personal jurisdiction is whether PCI has "sufficient ‘minimum contacts’ with Illinois such that the maintenance of the suit ‘does not offend traditional notions of fair play and substantial justice.’ " Tamburo , 601 F.3d at 700–01 (quoting Int'l Shoe Co. v. Washington , 326 U.S. 310, 316, 66 S.Ct. 154, 90 L.Ed. 95 (1945) ). "Stated differently, each defendant must have purposely established minimum contacts with the forum state such that he or she ‘should reasonably anticipate being haled into court’ there." Id. at 701 (quoting Burger King Corp. v. Rudzewicz , 471 U.S. 462, 474, 105 S.Ct. 2174, 85 L.Ed.2d 528 (1985) ). In conducting the "minimum contacts" analysis, the Court must focus on "contacts that the defendant himself creates with the forum State," not the contacts between the forum and the plaintiff. Walden v. Fiore , 571 U.S. 277, 134 S.Ct. 1115, 1122, 188 L.Ed.2d 12 (2014) (internal quotation marks and emphasis omitted).

2. Analysis

PCI contends that it is an Indiana corporation not registered to do business in Illinois, and that Hill's complaint contains "absolutely no allegations" that PCI took "any steps to purposely avail itself of the privilege of doing business" in the state. Mem. Supp. Def. PCI's Mot. Dismiss at 5, ECF No. 9. Further, PCI argues, the complaint contains no allegations that it engaged in any conduct—much less wrongful conduct—in Illinois.

The Court concludes that Hill's allegations concerning PCI are sufficient to establish a prima facie case of personal jurisdiction over it. Hill's complaint alleges that PCI and CIP are a "single-specialty group practice of 23 board certified pathologist[s]" that provide "pathology services in central and northwest Indiana and the Chicago metropolitan area in Illinois." Compl. ¶ 3. This statement, which the Court must take as true, see Purdue Research Found. , 338 F.3d at 782, alleges that PCI, together with CIP, conducts a regular pathology business in both Indiana and Illinois. And personal jurisdiction is appropriate when a defendant has "purposefully availed himself of the privilege of conducting business" in the forum state. Tamburo , 601 F.3d at 702. PCI has submitted no evidence contradicting the notion that it has "purposefully availed" itself of the privilege of conducting a pathology business in Illinois, id. , so there is no genuine dispute of fact for the Court to resolve concerning personal jurisdiction.⁴ See Purdue Research Found. , 338 F.3d at 782–83.

B. Failure to State a Claim

1. Legal Standard

To survive a motion to dismiss pursuant to Rule 12(b)(6), a complaint must "state a claim to relief that is plausible on its face." Bell Atl. Corp. v. Twombly , 550 U.S. 544, 570, 127 S.Ct. 1955, 167 L.Ed.2d 929 (2007). "A claim has facial plausibility when the plaintiff pleads factual content that allows the court to draw the reasonable inference that the defendant is liable for the misconduct alleged." Ashcroft v. Iqbal , 556 U.S. 662, 678, 129 S.Ct. 1937, 173 L.Ed.2d 868 (2009). Additionally, when considering motions to dismiss, the Court accepts "all well-pleaded factual allegations as true and view[s] them in the light most favorable to the plaintiff." Lavalais v. Vill. of Melrose Park , 734 F.3d 629, 632 (7th Cir. 2013) (citing Luevano v. Wal–Mart Stores, Inc. , 722 F.3d 1014, 1027 (7th Cir. 2013) ). At the same time, "allegations in the form of legal conclusions are insufficient to survive a Rule 12(b)(6) motion." McReynolds v. Merrill Lynch & Co., Inc. , 694 F.3d 873, 885 (7th Cir. 2012) (citing Iqbal , 556 U.S. at 678, 129 S.Ct. 1937 ). As such, "[t]hreadbare recitals of the elements of the cause of action, supported by mere conclusory statements, do not suffice." Iqbal , 556 U.S. at 678, 129 S.Ct. 1937.

2. Analysis

PCI moves in the alternative for the claims against it to be dismissed under Federal Rule of Civil Procedure 12(b)(6). PCI correctly points out that Hill's complaint contains only one sentence pertaining to it—the sentence identifying PCI together with CIP as a group practice of pathologists. See Compl. ¶ 3. The remainder of Hill's complaint clearly identifies CIP—and not PCI—as her employer and the party responsible for the unfavorable employment decisions she faced. See, e.g. , Compl. ¶¶ 5 (Hill...