Rubin v. Advanced Dermatology of Mich. PC
| Decision Date | 05 August 2021 |
| Docket Number | 354108 |
| Parties | CORY RUBIN, M.D., Plaintiff-Appellant, v. ADVANCED DERMATOLOGY OF MICHIGAN PC, ADCS HOLDINGS TARGET LLC, and STEVEN K. GREKIN, D.O., PC, Defendants-Appellees. |
| Court | Court of Appeal of Michigan — District of US |
UNPUBLISHED
Macomb Circuit Court LC No. 2020-000448-CB
Before: Gadola, P.J., and Jansen and O'Brien, JJ.
Plaintiff appeals as of right the trial court's opinion and order granting summary disposition in favor of defendants, Advanced Dermatology of Michigan PC (Advanced Dermatology), ADCS Holdings Target LLC (ADCS), and Steven K. Grekin, D.O., PC (Grekin). We affirm.
This case concerns the dismissal of plaintiff's complaint on the basis of a six-month limitations period found in plaintiff's employment agreement. Plaintiff is a licensed doctor practicing dermatology. On February 4, 2014, plaintiff and Grekin entered an employment agreement under which plaintiff agreed to perform services as a physician dermatologist, and dermatologic surgeon for Grekin and its related entities. Relevant here, the employment agreement contained paragraph 27, which related to a shortened statute of limitations. The statute of limitations paragraph stated that any claim related to the employment agreement, including any claim related to plaintiff's employment or termination of his employment with defendants, had to be filed no more than six months after the employment agreement was terminated. The employment agreement also contained paragraph 8.3, a provision regarding the force and effect of the agreement upon termination. Paragraph 8.3 stated that when the employment agreement was terminated, it would be "of no further force or effect and each of the parties shall be relieved and discharged from their respective rights and obligations hereunder." However, paragraph 8.3 also contained an exception to this rule, providing that several provisions of the agreement "shall continue to be given effect in accordance with their terms," including the six-month limitations period of paragraph 27.
On July 11, 2014, plaintiff, Grekin, and Advanced Dermatology entered an amendment to the employment agreement. The amendment expressly incorporated the terms of the February 4, 2014 employment agreement, except as amended by the Schedule 1 document attached to the amendment. Paragraphs 8.3 and 27 contained in the February 4, 2014 employment agreement remained unchanged by the July 11, 2014 amendment.
Two years later, on June 6, 2016, plaintiff and Advanced Dermatology entered into a second amendment to the employment agreement. The second amendment extended the term of plaintiff's employment by three years, as of the amendment's June 6, 2016 effective date, and focused on plaintiff's elevation to "Chief Physician Resource Officer" and defendants' intent to eventually promote him to Chief Medical Officer. Relevant here, the second amendment also states: "All other terms and conditions contained in the [February 4, 2014] Agreement remain unchanged and are hereby ratified and reaffirmed in their entirety[.]"
In 2019, the last year of plaintiff's three-year term, the parties began negotiating another extension of plaintiff's employment agreement. According to plaintiff although he continued performing "at a high level" as negotiations were ongoing, defendants allegedly had "questionable billing practices, patient retention [issues], staff dissatisfaction, and revenue losses." Plaintiff further alleged that staff was advised "of pending downsizing," and that he continued seeking an extension to the employment agreement, but was "eventually rebuffed" by defendants "without cause or reason . . . ."
Plaintiff's existing employment agreement expired on June 6, 2019, three years from the employment agreement's effective date. However, plaintiff alleged that he was "induced to understand that his contract [was] extended to July 28, 2019," and that defendants demanded he continue working "through and including that date." "In accord with that demand," defendants "continued to represent that a negotiated extension" of plaintiff's employment was "constructively pending." However, no substantive agreement was ever offered, and plaintiff resigned on July 28, 2019.
On February 4, 2020, plaintiff filed a complaint against defendants, alleging three counts: (1) breach of contract; (2) misrepresentation; and (3) unjust enrichment and quantum meruit. In lieu of an answer, defendants moved for summary disposition. Defendants argued that plaintiff failed to file his complaint within the six-month statute of limitations period that he agreed to in the employment agreement. Defendants argued that the six-month limitations period applied to any claim related to the employment agreement, including claims related to plaintiff's employment or termination of employment. Defendants also noted that plaintiff waived any statute of limitations contrary to the one articulated in the employment agreement. Defendants asserted that plaintiff's three claims related to his employment or termination of his employment. Defendants noted that contractual limitations periods were "routinely" upheld and enforced by Michigan courts. Moreover, defendants argued that the employment agreement was unambiguous, did not violate any public policy or law, was not unconscionable, and was a reasonable contract provision. Thus, defendants argued that plaintiff's claims were barred by the contractual limitations period.
After plaintiff responded to defendants' motion for summary disposition, a hearing was held, and the parties submitted supplemental briefs. Subsequently, the trial court entered its opinion and order granting summary disposition in defendants' favor. The trial court concluded the six-month limitations period was "unambiguously broad" and barred each of plaintiff's claims, finding that each claim was related to the employment agreement, plaintiff's employment with defendants, or the termination of his employment. The trial court also concluded that although plaintiff raised arguments regarding waiver, estoppel, and fraud, he had failed to address how those doctrines applied and his complaint did not contain any allegations supporting their application. Further, the trial court concluded that equitable tolling did not bar application of the shortened limitations period. Thus, the trial court granted summary disposition to defendants on the basis of the six-month limitations period in the employment agreement. This appeal followed.
Plaintiff argues that the trial court erred by granting summary disposition of his claims for unjust enrichment and quantum meruit in reliance on the shortened statute of limitation period in the employment agreement. We disagree.
"This Court reviews de novo whether a trial court properly granted a motion for summary disposition." Barnard Mfg Co, Inc v Gates Performance Engineering, Inc, 285 Mich.App. 362, 369; 775 N.W.2d 618 (2009). MCR 2.116(C)(7) is the appropriate subrule for analyzing a request for summary disposition made on the basis of a contractual limitations period. Timko v Oakwood Custom Coating, Inc, 244 Mich.App. 234, 238; 625 N.W.2d 101 (2001). "Summary disposition under MCR 2.116(C)(7) is appropriate when the undisputed facts establish that the plaintiff's claim is barred under the applicable statute of limitations." Kincaid v Cardwell, 300 Mich.App. 513, 522; 834 N.W.2d 122 (2013). When analyzing a motion for summary disposition under MCR 2.116(C)(7), the trial court must accept as true the contents of the complaint unless contradicted by affidavits, depositions, admissions, or other documentary evidence submitted to the trial court by the moving party. Maiden v Rozwood, 461 Mich. 109, 119; 597 N.W.2d 817 (1999). "Generally, the burden is on the defendant who relies on a statute of limitations defense to prove facts that bring the case within the statute." Kincaid, 300 Mich.App. at 522. "If there is no factual dispute, whether a plaintiff's claim is barred under the applicable statute of limitations is a matter of law for the court to determine." Id. at 523. Additionally, "[q]uestions involving the proper interpretation of a contract or the legal effect of a contractual clause are also reviewed de novo." McDonald v Farm Bureau Ins Co, 480 Mich. 191, 197; 747 N.W.2d 811 (2008).
The principles of contract interpretation apply to plaintiff's employment agreement.
The goal of contract interpretation is to first determine, and then enforce, the intent of the parties based on the plain language of the agreement. If no reasonable person could dispute the meaning of ordinary and plain contract language, the Court must accept and enforce the language as written, unless the contract is contrary to law or public policy. Plain and unambiguous contract language cannot be rewritten by the Court under the guise of interpretation, as the parties must live by the words of their agreement. [Harbor Park Market, Inc v Gronda, 277 Mich.App. 126, 130-131; 743 N.W.2d 585 (2007) (quotation marks and citations omitted).]
"Absent an ambiguity or internal inconsistency, contractual interpretation begins and ends with the actual words of a written agreement." Universal Underwriters Ins Co v Kneeland, 464 Mich. 491, 496; 628 N.W.2d 491 (2001). When interpreting words in an agreement, this Court considers the agreement as a whole and gives meaning to all of its terms. Auto-Owners Ins Co v Churchman, 440 Mich 560, 566; 489 N.W.2d 431 (1992). Our Supreme Court has held that "an unambiguous contractual provision providing for a shortened period of limitations is to be enforced as written unless the provision would violate law or public policy." Rory v Continental Ins Co, 473...
To continue reading
Request your trial