Jun Ma v. Cincinnati Children's Hosp. Med. Ctr.

• Decision Date: 15 April 2020
• Docket Number: NO. C-180610,C-180610
• Citation: 153 N.E.3d 866,2020 Ohio 1471
• Parties: Jun MA, Plaintiff-Appellee, v. CINCINNATI CHILDREN'S HOSPITAL MEDICAL CENTER, Defendant-Appellant.
• Court: Ohio Court of Appeals

153 N.E.3d 866

2020 Ohio 1471

Jun MA, Plaintiff-Appellee,

v.CINCINNATI CHILDREN'S HOSPITAL MEDICAL CENTER, Defendant-Appellant.

NO. C-180610

Court of Appeals of Ohio, First District, Hamilton County.

Date of Judgment Entry on Appeal: April 15, 2020

OPINION.

Bergeron, Judge.

{¶1} This case turns on the meaning of the term "tenure," a concept that the parties acknowledge is ambiguous on the record before us. Everyone agrees that the plaintiff-appellee, Jun Ma, a PhD researcher working at defendant-appellant Cincinnati Children's Hospital Medical Center ("Children's") before his termination, received tenure, but no one can agree on exactly what that means. To Children's, the term is essentially a formality that carries with it little more than prestige. To Dr. Ma, it entitles him to just cause protection from termination, with all the trappings of due process. The trial court granted Dr. Ma's summary judgment motion for declaratory relief, and it ordered Children's reinstate him, in addition to other remedies.

{¶2} With the key contractual term ambiguous, that throws open the door to a consideration of extrinsic evidence. Based on the record before the trial court, we agree that Dr. Ma established an entitlement to declaratory relief that tenure at Children's means just cause protection from termination, and we accordingly affirm that aspect of the trial court's decision. But we go no further, and accordingly reverse the balance of the trial court's judgment, remanding the matter for further proceedings.

I.

{¶3} To better understand the controversy in this case, we begin with an overview of the relationship between Children's and the University of Cincinnati ("University"). As outlined in the "Affiliation Agreement" between Children's and the University, because Children's serves as the Department of Pediatrics for the University's College of Medicine ("College of Medicine"), certain Children's employees—so-called "affiliated faculty"—receive faculty appointments at the College of Medicine. But certain Children's rules and regulations govern these affiliated faculty appointments, rather than the University's. That distinction assumes significance because the American Association of University Professors ("AAUP") represents the University, and the AAUP defines "tenure" as "permanent or continuous tenure * * * terminated only for adequate cause." Pursuant to the "Affiliation Agreement," Children's maintains certain authority over affiliated faculty, not the University, and thus the AAUP definition does not control Dr. Ma's relationship to Children's. Children's can thus define tenure as it wishes consistent with basic contract law, but it had no operative written policy contemporaneous with Dr. Ma's receipt of tenure that elaborated on the concept. This leads us to the heart of this appeal: what does "tenure" at Children's mean, specifically as it applies to Dr. Ma.

{¶4} In June 1992, Dr. Ma received an offer letter from Children's for an affiliated faculty position in the Department of Pediatrics at the College of Medicine. Within this four-page offer letter, Children's delineated various aspects of Dr. Ma's employment, including salary, job responsibilities, funding requirements, and opportunities for promotion. Relevant to this appeal, the letter specified: "This is a tenure-track position on the faculty of the University of Cincinnati College of Medicine with a geographic base in the Children's Hospital Research Foundation. * * * You will be eligible for promotion and the granting of tenure no later than seven years after your initial appointment." Notably, nowhere within the four corners of the letter did Children's define the term tenure, nor did it incorporate or reference any other documentation that might shed light on that term.

{¶5} As for his responsibilities, the letter explained that, because Dr. Ma would devote about 90 percent of his time in this position to research, he must sustain his individual research programs through external funding. Underscoring this point, Children's letter noted his performance reviews would evaluate his success in attracting external support for his programs. Nevertheless, if Dr. Ma did fall short in maintaining adequate external support, Children's would provide "bridge funding" for a year or two to help when gaps occurred. Beyond that, the offer letter failed to elucidate any consequences for falling short of external funding.

{¶6} After mulling it over, Dr. Ma accepted Children's offer, beginning work several months later in September 1992. Five years later, Dr. Ma embarked on the tenure review process in an effort to secure tenure, emphasizing in his application his academic scholarship, teaching contributions, and well-funded research projects. Following several levels of administrative review within both Children's and the University, the Reappointment, Promotion, and Tenure Committee (the "RPT committee") for the Department of Pediatrics unanimously voted to recommend Dr. Ma's promotion "with tenure to Associate Professor-AFF in the Department of Pediatrics." In turn, the University's Board of Trustees approved his tenure recommendation. And finally, in June 1998, after navigating this extensive process, Dr. Ma received a letter from the Dean of the College of Medicine relaying the good news informing Dr. Ma that his tenure would go into effect in September 1999. Missing from this correspondence, however, is any definition of tenure or any explanation of what that benefit entails. In fact, at this point in time, the record before us establishes that Children's did not possess any written tenure policy for affiliated faculty.

{¶7} Years later, in 2007, Dr. Ma received an offer for a tenured position with the University of Houston. As a result of this offer, Dr. Ma approached Children's in an effort to leverage a better deal for himself, and the parties engaged in dialog on that topic. Both parties ultimately agreed that, in exchange for Dr. Ma remaining at Children's, he would receive a new primary faculty appointment within the Children's Division of Biomedical Informatics, and Children's would recommend him for a promotion to Full Professor. Dr. Ma also received a salary increase with the caveat that Children's could not guarantee funds to maintain the operation of his laboratory if a funding gap should occur. Imprecision on the funding aspect would cause problems down the road, but regardless, the parties agree that nowhere in these 2007 negotiations did Children's alter Dr. Ma's tenured employment status or amend the nature of tenure.

{¶8} The honeymoon after the renegotiation did not, however, last long. During his 2009 performance review, Dr. Ma received a "Needs Improvement" rating based upon his failure to sustain external funding and low record of publications. After this warning, Children's failed to see the requisite improvement, and in 2013, he again received a poor review of "Expectations Not Met" for similar reasons in hand with a notification that obtaining external funding and renewing his current grant should be a top priority in 2015. Unfortunately, Dr. Ma continued to fall short of Children's expectations, receiving another "Expectations Not Met" in his 2015 performance review for his insufficient funding level. However, this time his performance review included a warning that if Dr. Ma did not "show much more success in garnering research support for his salary and laboratory, [ ] he will need to explore alternatives." Ultimately, in June 2016, Children's informed Dr. Ma that it could no longer support his position based on the lack of outside funding, and it accordingly offered him various options that would culminate in his voluntary resignation. Dr. Ma rebuked this offer, leading Children's to terminate him in March 2017.

{¶9} Prior to his termination, in December 2016, Dr. Ma filed a complaint against Children's and the College of Medicine, asserting claims for a declaratory judgment, promissory estoppel, and fraudulent inducement, and seeking declaratory and injunctive relief. Specifically, Dr. Ma sought a declaration from the court that his tenure at Children's prohibits it from terminating Dr. Ma without just cause and an opportunity to challenge the grounds for termination. Roughly two months after filing his complaint, Dr. Ma moved for a preliminary injunction preventing his termination, which the trial court denied, paving the way for his termination. The day before the trial court denied his motion for a preliminary injunction, Dr. Ma also moved for partial summary judgment on his promissory estoppel and declaratory judgment claims. In the midst of these procedural wranglings, the College of Medicine moved for its own dismissal from the case, which the court granted, leaving Children's the sole defendant in the suit.

{¶10} In support of Dr. Ma's summary judgment motion, he argued that when Children's awarded him tenure in 1998 (to go into effect in September 1999), it altered his at-will employment status, shielding him from termination absent just cause. To support his interpretation of the term "tenure," Dr. Ma presented testimony from himself, Dr. David Rubin, the Executive Director at the University of Cincinnati Chapter of the AAUP between 1996 and 2004, and Dr. Sandra Degen, the Professor of Pediatrics and Associate Chair of Academic Affairs at Children's between 1997 and 2015. Dr. Degen's testimony perhaps formed the centerpiece of Dr. Ma's motion, as she chaired the RPT committee that recommended Dr. Ma receive tenure. She substantiated his interpretation of tenure, but only to the extent that at the time Children's awarded him tenure, it afforded him continued employment absent just cause for termination. In other words, she did not suggest that tenure encompassed the full panoply of due process protections.

{¶11} In response, Children's offered three witnesses, all of whom confirmed its understanding of tenure—a title chalked full of...