Katz v. Univ. Hosps. Health Sys.

• Decision Date: 22 September 2022
• Docket Number: 111164
• Citation: 2022 Ohio 3328
• Parties: JESSICA KATZ, D.O., Plaintiff-Appellant, v. UNIVERSITY HOSPITALS HEALTH SYSTEM, INC., ET AL., Defendants-Appellees.
• Court: Ohio Court of Appeals

2022-Ohio-3328

JESSICA KATZ, D.O., Plaintiff-Appellant, v. UNIVERSITY HOSPITALS HEALTH SYSTEM, INC., ET AL., Defendants-Appellees.

No. 111164

Court of Appeals of Ohio, Eighth District, Cuyahoga

September 22, 2022

Civil Appeal from the Cuyahoga County Court of Common Pleas Case No. CV-21-946366

Appearances:

Caryn Groedel & Associates, Co., LPA, and Caryn M. Groedel, for appellant.

Vorys Sater, Seymour and Pease, LLP, Anthony J. O'Malley Charles F. Billington, III, and Karey E. Werner, for appellees.

JOURNAL ENTRY AND OPINION

KATHLEEN ANN KEOUGH, J.:

{¶ 1} Plaintiff-appellant, Jessica Katz, D.O. ("Katz"), appeals the trial court's decision dismissing her complaint pursuant to Civ.R. 12(B)(6). For the reasons that follow, we reverse and remand for further proceedings.

I. Procedural History and Factual Background

{¶ 2} Before addressing the merits of the case and setting forth the relevant factual background, this court takes notice that the trial court entered a protection order in this case that allowed the parties to submit pleadings and motions under seal. Those filings are unredacted documents. The parties then filed corresponding redacted documents that are publicly available. Regarding the appeal, Katz requested this court to permit the parties to submit and file their appellate briefs in the same manner as they did with the trial court. This court granted the motion. In keeping with the integrity of this court's order, we will attempt to limit our discussion to only the information contained in the publicly available, redacted appellate briefs and trial court filings.^[1]

{¶ 3} In April 2021, Katz filed a civil action against defendants-appellees, University Hospitals Health System, Inc. ("UH"), Daniel Simon, M.D., Cliff Megerian, M.D., Sandhia Varyani, M.D., Nancy Cossler, M.D., James Liu, M.D., Marc Snelson, M.D., and Robyn Strosaker, M.D. (collectively "appellees").

{¶ 4} On August 30, 2021, Katz filed a second "amended complaint and request for recision [sic] to invalidate and rescind contract signed under duress and induced by fraud" asserting 11 causes of action - (1) gender discrimination; (2) hostile work environment gender-based harassment; (3) promissory estoppel; (4) intentional misrepresentation; (5) fraudulent inducement; (6) breach of contract; (7) breach of the duty/covenant of good faith and fair dealing; (8) tortious interference with prospective employment/contract relationships; (9) rescission; (10) declaratory judgment; and (11) due process violation.^[2]

{¶ 5} This lawsuit relates to actions taken by appellees during Katz's employment with UH as a physician practicing in the specialty of obstetrics and gynecology and to the events that unfolded during the negotiation of an employment separation agreement between Katz and UH.

{¶ 6} Katz alleged that during these negotiations, her counsel consistently maintained that any separation agreement between the parties would have to include (1) specific agreed-upon language regarding Katz's resignation, (2) certain agreed-upon language for UH's report to the National Practitioner's Data Bank ("NPDB"), and (3) the retention of particular rights. According to the second amended complaint, Katz alleged that counsel for UH made undisclosed material modifications to the agreement prior to Katz's execution and that UH's counsel made material misrepresentations to her counsel regarding the NPDB report, which allegedly contained non-agreed-upon language. According to Katz, these changes were not discovered until after the separation agreement was executed; thus, she alleges that the separation agreement is unenforceable because it was procured by fraud.

{¶ 7} On October 12, 2021, appellees moved to dismiss Katz's second amended complaint pursuant to Civ.R. 12(B)(6). Appellees contended that the separation agreement that Katz signed on September 29, 2019, contained certain provisions that precludes the claims Katz asserts in her second amended complaint. Appellees contended that neither fraud nor duress are present to support Katz's requested relief, including rescission of the separation agreement.

{¶ 8} Katz opposed the motion, contending that she had set forth viable claims for relief to prevent dismissal under Civ.R. 12(B)(6). In support, she attached multiple exhibits to her opposition, including email exchanges between counsel and drafts of the separation agreement.

{¶ 9} Appellees filed a reply initially contending that the exhibits Katz attached to her response were not appropriate because under a Civ.R. 12(B)(6) standard, only those documents attached to the complaint or properly incorporated by reference to the complaint can be considered. Appellees further contended that even if the trial court converted the motion to dismiss and Katz's response into a motion for summary judgment, the documents attached to Katz's response were not proper Civ.R. 56(C) material because the documents were not authenticated by an affidavit. Regarding the merits of Katz's opposition, appellees maintained that certain provisions in the separation agreement preclude a majority of Katz's claims and the remaining claims independently fail to state a claim.

{¶10} The trial court did not convert appellees' Civ.R. 12(B)(6) motion to a motion for summary judgment. Instead it granted appellees' motion stating, in relevant part:

[Appellees'] substituted motion to dismiss the second amended complaint, filed 10/12/2021, is granted. The court finds the parties executed a valid and enforceable separation agreement. Furthermore, the court finds Brisco v. U.S. Restoration & Remodeling, Inc., 10th Dist. Franklin No. 18 AP-109. 2019-Ohio-5318, quoting Ed Schory & Sons, Inc. v. Francis, [75 Ohio St.3d 433, 662 N.E.2d 1074] (1996) persuasive:

A person of ordinary mind cannot say that he was misled into signing a paper which was different from what he intended to sign when he could have known the truth by merely looking when he signed. * * * If this were permitted, contracts would not be worth the paper on which they are written. If a person can read and is not prevented from reading what he signs, he alone is responsible for his omission to read what he signs.

II. The Appeal

{¶11} Katz now appeals, raising the following five assignments of error:

I. The trial court erred in relying on case law dealing with motions for summary judgment rather than motions to dismiss.

II. Katz asserted viable claims that should not have been dismissed on a [Civ.R.] 12(B)(6) motion.

III. The trial court erred in dismissing Katz's second amended complaint on a [Civ.R.] 12(B)(6) motion without considering all facts and claims.

IV. The trial court erred in dismissing Katz's second amended complaint on a [Civ.R.] 12(B)(6) motion without considering Katz's claim that she signed the separation agreement under duress.

V. When ruling on UH's motion to dismiss, the trial court erred by drawing inferences in favor of UH, the moving party, rather than Katz, the non-moving party.

III. Standard of Review - Civ.R. 12(B)(6)

{¶ 12} When reviewing the sufficiency of a complaint, this court is mindful that Civ.R. 8(A) provides for notice pleading, which requires a "short and plain statement of the claim showing that the pleader is entitled to relief, and a demand for judgment for the relief to which the party claims to be entitled." In Woods v. Sharkin, 8th Dist. Cuyahoga No. 110567, 2022-Ohio-1949, this court recently reiterated the appropriate Civ.R. 12(B)(6) standard of review:

We review rulings on Civ.R. 12(B)(6) motions to dismiss under a de novo standard. "A motion to dismiss for failure to state a claim upon which relief can be granted is procedural and tests the sufficiency of the complaint. * * * Under a de novo analysis, we must accept all factual allegations of the complaint as true and all reasonable inferences must be drawn in favor of the nonmoving party." NorthPoint Props. v. Petticord, 179 Ohio App.3d 342, 2008-Ohio-5996, 901 N.E.2d 869, ¶ 11 (8th Dist.). "For a trial court to grant a motion to dismiss for failure to state a claim upon which relief can be granted, it must appear 'beyond doubt from the complaint that the plaintiff can prove no set of facts entitling her to relief.'" Graham v. Lakewood, [2018-Ohio-1850, 113 N.E.3d 44, ¶ 47 (8th Dist.)] quoting Grey v. Walgreen Co., 197 Ohio App.3d 418, 2018-Ohio-6167, 967 N.E.2d 1249, ¶ 3 (8th Dist.).

Id. at ¶ 28, quoting Hersh v. Grumer, 2021-Ohio-2582, 176 N.E.3d 1135, ¶ 5 (8th Dist.). "[A] court's factual review is confined to the four corners of the complaint." Dabney v. Metro Appraisal Group, Inc., 8th Dist. Cuyahoga No. 106917, 2018-Ohio-4601, ¶ 15. However, items properly incorporated within the complaint may be considered. Woods at ¶ 31, citing Vail v. Plain Dealer Publishing Co., 72 Ohio St.3d 279, 280, 649 N.E.2d 182 (1995) (In a Civ.R. 12(B)(6) review, the court considered the news column and press release that were "attached to and incorporated by reference to her complaint."). Here, no objection has been raised regarding the consideration of any the documents referenced and incorporated in the complaint, to wit: (1) the separation agreement, and (2) the NPDB report.^[3]

{¶ 13} Therefore, "'[a]s long as there is a set of facts, consistent with the plaintiffs complaint, which would allow the plaintiff to recover, the court may not grant a defendant's motion to dismiss.'" Woods at ¶ 29, quoting York v. Ohio State Hwy. Patrol, 60 Ohio St.3d 143, 145, 573 N.E.2d 1063 (1991). Additionally, a court may not dismiss a complaint under Civ.R. 12(B)(6) merely because it doubts the plaintiff will prevail. Id., citing Bono v. McCutcheon, 159 Ohio App.3d 571, 2005-Ohio-299, 824 N.E.2d 1013, ¶ 8 (2d Dist.).

IV. Analysis

{¶ 14} The...