Fred Holland v. Mercy Health

NOT RECOMMENDED FOR PUBLICATION
File Name: 22a0285n.06
Case No. 21-3980
UNITED STATES COURT OF APPEALS
FOR THE SIXTH CIRCUIT
FILED
Jul 15, 2022
) DEBORAH S. HUNT, Clerk
FRED W. HOLLAND, M.D.
)
Plaintiff - Appellant, )
)
v. ) ON APPEAL FROM THE UNITED
) STATES DISTRICT COURT FOR THE
MERCY HEALTH; MERCY HEALTH – ) NORTHERN DISTRICT OF OHIO
ST. VINCENT, )
Defendants - Appellees. )
)
Before: GIBBONS, WHITE, and NALBANDIAN, Circuit Judges.
JULIA SMITH GIBBONS, Circuit Judge. Fred W. Holland, M.D., appeals the district
court’s grant of summary judgment in favor of Mercy Health – St. Vincent’s Medical Center (“St.
Vincent”), one of his two former joint employers. Dr. Holland asserted national origin and race
discrimination claims under Title VII, 42 U.S.C. § 2000(e), and 42 U.S.C. § 1981, as well as state-
law claims against St. Vincent. Holland, a cardiothoracic surgeon, alleged that St. Vincent’s then-
Senior Vice President and Chief Physician Executive Officer, Dr. Imran Andrabi, and its then-
Medical Director of Cardiothoracic Surgery, Dr. Fayyaz Hashmi, who are both of Pakistani origin,
discriminated against him because he is an American-born Caucasian. We affirm the district
court’s grant of summary judgment.
No. 21-3980, Holland v. Mercy Health
I
The Toledo Clinic (“TC”) and St. Vincent jointly employed Holland as a cardiothoracic
surgeon operating from St. Vincent’s facilities.1 Before hiring Holland, TC did not have any
cardiothoracic surgeons on staff and believed that adding one to whom its cardiologists could refer
patients would be economically advantageous. At the same time, St. Vincent’s cardiothoracic
surgery department had an opening for a third surgeon. To serve these mutual interests, St. Vincent
and TC signed a Services Agreement in December 2012 to create an employment structure for a
new surgeon.
The Services Agreement provided that TC would hire a cardiothoracic surgeon and assign
him to perform his work at St. Vincent and that St. Vincent would provide the facilities, equipment,
and personnel for the surgeon. St. Vincent and TC agreed that St. Vincent would pay TC a set
yearly rate for five years to compensate for the surgeon’s salary, benefits, and other related
expenses; TC would, in turn, pay the surgeon. The Services Agreement had a term of five years,
“unless terminated sooner.” DE 129-51, Services Agreement, Page ID 13000. Either St. Vincent
or TC could terminate the Services Agreement after one year without cause by giving the other
party ninety days prior written notice. St. Vincent and TC worked together to recruit a surgeon to
serve their agreement and hired Holland in January 2013. Holland and TC entered into an
Employment Agreement. Unlike the Services Agreement between St. Vincent and TC, the
Employment Agreement did not have any specific end date; instead, either party could terminate
the employment at any time, and for any reason, with ninety days’ notice.
1
In Holland v. Mercy Health, 495 F. Supp. 3d 582, 592 (N.D. Ohio 2020), the district court granted
Mercy Health summary judgment, finding Mercy Health—the grandparent entity of St. Vincent
and an initial defendant in this lawsuit—was not Holland’s joint employer.
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No. 21-3980, Holland v. Mercy Health
Cardiologists who referred patients to St. Vincent for treatment could specify which
surgeon would treat the patient. Holland, like St. Vincent’s other cardiothoracic surgeons, received
referrals that were directed to him. For referrals that were not surgeon-specific, St. Vincent had a
system for distributing the referrals. This system is explained in a 2013 email by Dr. Jim Burdine,
another cardiothoracic surgeon in the department at that time. That email stated that the surgeon
present or on call at the time the referral came in would determine which surgeon would treat the
patient, unless the referring physician requested a particular surgeon. Holland contests whether
St. Vincent followed this procedure. Instead, he alleges that Andrabi, through his control of
Hashmi, and Hashmi, through his role as Medical Director of the department, discriminatorily
controlled the referral system by having St. Vincent’s office manager divert referrals to Hashmi or
by having the referring physicians call Hashmi directly. Notably, Hashmi stepped down as
Medical Director around August 2015; he was replaced by Dr. Christopher Phillips, a Caucasian
American who joined St. Vincent’s cardiothoracic surgery department. The record is devoid of
evidence that Holland’s referral volumes changed significantly after Phillips became Medical
Director.
While practicing at St. Vincent, Holland often complained to St. Vincent officials and
personnel about the fact that Hashmi received many more referrals than he did and offered his
views that Hashmi was a poor surgeon. By late 2014, Holland shifted his focus to developing a
cardiothoracic surgery practice at another local Mercy hospital, Mercy Health – St. Anne (“St.
Anne”).2 Holland also continued performing some surgeries at St. Vincent.
2
St. Vincent and St. Anne are wholly owned subsidiaries of Mercy Health. Holland, 495 F. Supp.
3d at 591.
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No. 21-3980, Holland v. Mercy Health
On November 28, 2016, after operating under the Services Agreement for almost four
years, St. Vincent decided to terminate it based on Holland’s failure to build a practice at St.
Vincent and his poor relationships with his fellow surgeons, particularly Hashmi. Prior to
terminating the Agreement, St. Vincent’s then-interim President, Thomas J. Arquilla, met with his
executive team to discuss Holland’s future with St. Vincent. The group included Andrabi, who
had been promoted to CEO of Mercy Health’s Toledo region, Brad Bertke, St. Anne’s President,
and Katrine English, General Counsel. The Services Agreement with TC regarding Holland was
due for possible renewal in a year or so. During the group’s meetings, they decided that the
Services Agreement “no longer benefited the business purposes of Mercy.” DE 64, Arquilla Dep.,
Page ID 1581. The Services Agreement had been in effect for nearly four years, and Arquilla
believed Holland failed “to get enough support to eventually, in [Arquilla’s] opinion, be successful
and that the volume needed to grow at St. Anne’s was not happening fast enough.” Id. Arquilla
further explained that the Services Agreement had been an “experiment” designed to strengthen
the relationship between St. Vincent and TC and result in TC cardiologists referring their patients
to St. Vincent cardiothoracic surgeons. DE 117-10, Arquilla Dep., Page ID 10205–08. But
Holland’s “relationship[s]” with “his partners” were not “working,” and St. Vincent “no longer
could be a party to an agreement with the Toledo Clinic when the guy that they had chosen couldn’t
get along with the other guys, particularly Hashmi.” DE 64, Arquilla Dep., Page ID 1642, 1644.
Arquilla testified that he did not recommend terminating the Services Agreement because Holland
failed to generate any income for St. Vincent, but because the “relationship” between the clinics
was not working—in part due to Holland himself—and “[w]e had to have our own employed
cardiac surgeon.” DE 117-10, Arquilla Dep., Page ID 10205–06. Arquilla gave TC the required
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No. 21-3980, Holland v. Mercy Health
ninety days’ written notice on November 28, 2016 that St. Vincent was terminating the Services
Agreement, effective February 28, 2017.
On February 24, 2017, Holland filed a discrimination claim with the Equal Employment
Opportunity Commission (“EEOC”).3 Arquilla became aware of the EEOC claim in March or
April 2017. In early March 2017, Arquilla began transitioning his role as interim President to the
new President, Jeff Dempsey. For several months leading up to the February 28, 2017 termination
of the Services Agreement, Bertke attempted to arrange a Call Agreement with Holland. Under
this proposed agreement, Holland would provide on-call coverage and perform surgeries at St.
Anne and St. Vincent. On February 23, 2017, a St. Vincent paralegal sent Bertke a final version
of the proposed Call Agreement.
Bertke—St. Anne’s representative—and Holland signed the Call Agreement, and Bertke
forwarded it to Arquilla for signature on St. Vincent’s behalf. Arquilla testified he did not
promptly sign the agreement because, at the time he received the agreement, he had returned to his
prior position as Chief Strategy Officer and no longer had the authority to sign it as Interim
President of St. Vincent. Holland does not contest Arquilla’s testimony on this issue; instead, he
argues that “even if Arquilla could not sign the agreement, Andrabi ‘was also involved as the head
of everything’ and everything that was signed during this timeframe could have contained either
Arquilla’s or Andrabi’s signature.” CA6 R. 24, Appellant Br., at 24 (quoting DE 129-83, Arquilla
Dep., Page ID 13394). Holland has not submitted any evidence that Andrabi knew of or was asked
to sign the Call Agreement. The Call Agreement was eventually signed by all parties by May 11,
2017. Holland claims the delay in St. Vincent signing the Call Agreement was a “direct result” of
and in retribution for his EEOC claim. CA6 R. 24, Appellant Br., at 24.
3
Holland’s counsel informed St. Vincent of the charge by letter to Andrabi on February 28, 2017.
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No. 21-3980, Holland v. Mercy Health
From February 28, 2017 to May 11, 2017, the period between the termination of the
Services Agreement and the signing of the Call Agreement, the record suggests Holland continued
taking his normal on-call assignments and performing surgeries. Holland claims that he earned
“no income” after St. Vincent terminated the Services Agreement and that he suffered $42,000 in
damages from St. Vincent’s delay in executing the Call Agreement. CA6 R. 24, Appellant Br., at
61, 64. But, when asked at his deposition whether he worked and got paid for call during this time
period, Holland responded that he “assume[d] [he] did” but he could not remember “the specifics.”
DE 66, Holland Dep., Page ID 2588. He also could not remember whether he received payments
by check or direct deposit, and he has not submitted any financial information for this period or
any other evidence of damages.
Holland resigned from TC, St. Vincent, and St. Anne in all capacities by March 2018.4
II
We review de novo a district court’s grant of summary judgment. V & M Star Steel v.
Centimark Corp., 678 F.3d 459, 465 (6th Cir. 2012). Summary judgment is proper only when “the
movant shows that there is no genuine dispute as to any material fact and the movant is entitled to
judgment as a matter of law.” Fed. R. Civ. P. 56(a). “A genuine issue of material fact exists when
there are ‘disputes over facts that might affect the outcome of the suit under the governing law.’”
V & M, 678 F.3d at 465 (quoting Anderson v. Liberty Lobby, Inc., 477 U.S. 242, 248 (1986)).
4
Despite Holland characterizing his resignation as a constructive discharge, he sent a letter
notifying TC that he would cease performing surgeries at St. Vincent and St. Anne due to “lack
of . . . sustained revenue” under TC’s revenue-less-expenses fee model. DE 129-52, Letter, Page
ID 13008. Holland does not claim TC was obligated to continue providing his salary without the
Services Agreement. Instead, he acknowledges TC “compensated its physicians on a revenue
minus expenses model,” so with the “termination of the Services agreement eliminating” Holland’s
salary, “his pay was cut to virtually zero” because he failed to generate referrals sufficient to
support a viable practice and fee-based income. CA6 R. 24, Appellant Br., at 62–63.
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No. 21-3980, Holland v. Mercy Health
Summary judgment is not proper “if the evidence is such that a reasonable jury could return a
verdict for the nonmoving party.” Anderson, 477 U.S. at 248. The moving party “bears the burden
of showing that no genuine issues of material fact exist”; the nonmoving party “must set forth
specific facts showing that there is a genuine issue for trial.” Pittman v. Experian Info. Sols., Inc.,
901 F.3d 619, 627–28 (6th Cir. 2018) (first citing Celotex Corp. v. Catrett, 477 U.S. 317, 324
(1986); then quoting Anderson, 477 U.S. at 250). We “view the facts and draw all reasonable
inferences in favor of the non-moving party.” Id. (citing Matsushita Elec. Indus. Co. v. Zenith
Radio Corp., 475 U.S. 574, 587 (1986)). Then, we “determine ‘whether the evidence presents a
sufficient disagreement to require submission to a jury or whether it is so one-sided that one party
must prevail as a matter of law.’” Id. (quoting Anderson, 477 U.S. at 251–52).
III
On appeal, Holland claims the district court (1) incorrectly applied the summary judgment
standard, (2) erred in finding he failed to prove pretext, (3) erred in finding he failed to prove
retaliation, and (4) erred in finding he failed to prove tortious interference with a contract. We
address each claim in turn.
A
Holland claims the district court misapplied the summary judgment standard. We disagree.
The district court identified and applied the correct standard of review in granting St.
Vincent summary judgment. For each of Holland’s claims, the district court addressed the
evidence Holland introduced directly and extensively, and it concluded his claims failed for lack
of supporting evidence. Our review is de novo, and we will consider the parties’ arguments and
the record anew to determine whether Holland has presented a genuine issue of material fact for a
jury. See Anderson, 477 U.S. at 251–52.
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No. 21-3980, Holland v. Mercy Health
B
An employment discrimination claim without direct evidence of discrimination is analyzed
under the burden-shifting framework established by McDonnell Douglas Corp. v. Green, 411 U.S.
792 (1973). A prima facie case of “reverse discrimination” requires showing that “circumstances
support the suspicion that the defendant is that unusual employer who discriminates against the
majority,” and that “the employer treated differently employees who were similarly situated but
not members of the protected group.” Murray v. Thistledown Racing Club, Inc., 770 F.2d 63, 67
(6th Cir. 1985) (citation omitted). Once a prima facie case is established, the employer must
“articulate a legitimate, non-discriminatory reason” for the employee’s termination. Abdulnour v.
Campbell Soup Supply Co., 502 F.3d 496, 502 (6th Cir. 2007). The burden then shifts back to the
employee “to prove by a preponderance of the evidence that the legitimate reasons offered by the
[employer] were not its true reasons, but were a pretext for discrimination.” Id. (citation and
emphasis omitted).
The district court assumed that Holland stated a prima facie case because the outcome
“turns on [his] inability to show that St. Vincent’s stated reasons for terminating the Services
Agreement were pretextual.” Holland v. Mercy Health, 2021 WL 4391220, at *8 (N.D. Ohio Sept.
23, 2021). St. Vincent’s stated reasons for not renewing the Services Agreement were (1) that
Holland failed over the five-year duration of the agreement to generate sufficient referrals to build
a sustainable practice or to grow St. Vincent’s practice, and (2) that Holland could not get along
with his partners, particularly Hashmi. To show pretext, Holland must establish that St. Vincent’s
proffered reasons “(1) [have] no basis in fact; (2) did not actually motivate [his] termination; or
(3) [were] insufficient to warrant [his] termination.” Abdulnour, 502 F.3d at 502. Holland offers
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No. 21-3980, Holland v. Mercy Health
no evidence to rebut either of St. Vincent’s legitimate, nondiscriminatory reasons for not renewing
the Services Agreement.
First, Holland does not contest that he was unable to generate referrals sufficient to support
a viable practice. Instead, he points to the lack of any volume or growth requirements in his
contract and to St. Anne’s volume increase while he was there. Phillips testified that St. Anne’s
volume increased but it “was a low volume program from the beginning.” DE 115, Phillips Dep.,
Page ID 9397. Arquilla agreed that Holland was growing the St. Anne cardiothoracic surgery
practice but not “fast enough.” DE 64, Arquilla Dep., Page ID 1581. Regardless of the volume
increase at St. Anne, Holland’s performance at St. Anne does not undercut St. Vincent’s stated
reason that the Service Agreement, which St. Vincent hoped would create a lasting relationship
between itself and TC, “wasn’t working.” DE 64, Arquilla Dep., Page ID 1642.5 Holland does
not contest he was unable to generate enough referrals to support a viable practice at St. Vincent
or justify, from St. Vincent’s perspective, the roughly $700,000 salary it paid TC every year for
his work. In 2015, for example, Hashmi performed over two hundred surgeries, while Holland
performed only thirty-two. Holland has not presented any evidence to rebut St. Vincent’s evidence
that it did not renew the Services Agreement because it no longer made business sense to continue
its arrangement with TC. Even if Holland contributed to growth at St. Anne, this does not mean
St. Vincent’s stated business reasons for terminating the Services Agreement were pretextual.
Relatedly, Holland argues he was “dependent on” St. Vincent for referrals and “the reason
that there was not more growth is because of MSV’s own actions with regard to discrimination in
referrals.” CA6 R. 24, Appellant Br., at 43. But, as the district court noted, about eighty percent
5
The Services Agreement was between St. Vincent and TC. Holland fails to explain how his
contributions to growth at St. Anne are related to St. Vincent’s satisfaction with his performance
at its facilities.
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No. 21-3980, Holland v. Mercy Health
of St. Vincent’s cardiovascular cases came from Toledo Cardiology Consultants (“TCC”). St.
Vincent submitted affidavits from several TCC cardiologists explaining that they did not refer
patients to Holland due to personal and professional reasons that largely amounted to Holland
being a difficult colleague.6 Holland also produced no evidence, outside the speculation in his
own deposition testimony, that Hashmi improperly deprived him of patients by redirecting
referrals away from him.7
6
Holland argues that the TCC physicians’ affidavits are untrustworthy because there are
“numerous inconsistencies” between the physicians’ affidavits and depositions, which suggest the
physicians were lying about why they declined to refer patients to Holland. CA6 R. 24, Appellant
Br., at 45–46. But the statements are not inconsistent. For example, Holland’s appellate brief cites
to a portion of Alkhateeb’s affidavit, which states Alkhateeb was “aware of issues regarding
referrals to Dr. Holland and have had some of my own limited experiences and concerns about
him.” DE 129-25, Alkhateeb Aff., Page ID 12889 (additionally providing examples that gave rise
to Alkhateeb’s concerns about Holland’s patient care and interpersonal skills). Holland claims
Alkhateeb’s affidavit is inconsistent with his deposition testimony, in which Alkhateeb affirms
that he “wouldn’t really be involved in who would get the case” after he referred a patient to St.
Vincent’s. DE 129-89, Alkhateeb Dep., PID 13440. But Alkhateeb’s affidavit was explaining
why he would not refer cases to Holland. His deposition testimony simply states that if he referred
a patient to St. Vincent generally—without specifying a surgeon—he was not involved in St.
Vincent’s method of assigning a surgeon. Alkhateeb’s statements are not inconsistent.
7
Holland also cites the deposition testimony of St. Vincent Practice Manager Elizabeth Sheroian
and St. Vincent Physician’s Assistant Adam Carruthers in support of his theory that Hashmi
improperly redirected referrals. But neither supports his claim.
Holland cites Sheroian’s testimony in support of his claim that “Hashmi controlled the referrals
through Elizabeth Sheroian, [St. Vincent’s] office/practice manager. Sheroian was supposed to
report to the entire practice group, but instead reported only to Hashmi. Referral calls would come
into the [St. Vincent] office and would be handled by Sheroian[,] who then sent them to Hashmi
[instead of] the on-call physician.” CA6 R. 24, Appellant Br. at 11 (citations omitted). But
Sheroian’s deposition testimony does not support these assertions. The cited portions of her
testimony only state that, “in terms of the physician practice,” she reported to “[t]he medical
director, Dr. Hashmi.” DE 129-77, Sheroian Dep., Page ID 13301. Sheroian did not say anything
about reporting calls from referring physicians to Hashmi or otherwise comment on Hashmi’s
involvement with the on-call system; her statement about “report[ing] to” Hashmi “in terms of the
physician practice” appear to be testimony about her position within the St. Vincent hierarchy and
took place directly after she explained who she “[a]dministratively . . . report[ed] to.” Id.Holland cites Carruthers’s testimony for the assertion that “Dr. Hashmi controlled the referrals.”
CA6 R. 24, Appellant Br., at 51. Carruthers testified that, from his time as a Physician’s Assistant
in the cardiothoracic office, although he “wasn’t answering the calls in the office, . . . it seemed
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No. 21-3980, Holland v. Mercy Health
Next, Holland claims St. Vincent’s second stated reason for not renewing the agreement—
that he could not get along with his partners, particularly Hashmi—is pretextual. Holland concedes
he “did not get along with Hashmi,” but emphasizes that he “got along great” with Phillips. CA6
R. 24, Appellant Br., at 43. As the district court correctly recognized, “[t]he fact Dr. Holland may
have gotten along well with Dr. Phillips does not show that Arquilla’s explanation was pretextual.”
Holland, 2021 WL 4391220, at *9. Holland openly considered Hashmi to be incompetent as a
surgeon and inappropriately controlling of the referral system, and the record suggests that Holland
frequently shared this view with his colleagues and superiors. Moreover, Holland does not dispute
that many of the referring physicians found him difficult. Hashmi was the backbone of St.
Vincent’s cardiothoracic surgery practice, and Holland has offered no evidence that St. Vincent’s
allegation of his failure to get along with Hashmi and others had no basis in fact, did not actually
motivate his termination, or was insufficient to warrant his termination. Abdulnour, 502 F.3d at
502.
Holland has failed to raise a genuine issue of material fact that St. Vincent’s proffered
reasons for not renewing the Services Agreement were pretextual. We affirm the district court’s
grant of summary judgment to St. Vincent on Holland’s “reverse discrimination” claim.8
like [the referrals] mostly went to Dr. Hashmi whether he was on call or not. And on top of that,
a lot of referrals were called directly to Dr. Hashmi to his cell phone or to the operating room
where he was operating.” DE 129-80, Carruthers Dep., Page ID 13319. But Carruthers provided
no basis for his comment that it “seemed like” the referrals mostly went to Hashmi. Hashmi
receiving referrals to his cellphone is only evidence that Hashmi received referrals; it is not
evidence that he manipulated the referral process, let alone that he did so based on the race or
national origin of the doctors.
8
Holland also takes issue with the district court’s determination that he and Hashmi were not
“similarly situated” for purposes of a reverse discrimination claim. CA6 R. 24, Appellant Br., at
49. But a plaintiff need only prove that they are “similarly situated” to another employee as part
of a prima facie case for discrimination. Murray, 770 F.2d at 67. Because we do not disturb the
district court’s assumption that Holland made a prima facie showing of discrimination, we need
not address this claim on appeal.
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No. 21-3980, Holland v. Mercy Health
C
Holland claims St. Vincent retaliated against him for filing an EEOC charge in violation
of Title VII by delaying the signing of the Call Agreement. Title VII provides that:
It shall be an unlawful employment practice for an employer to
discriminate against any of his employees . . . because [the
employee] has opposed any practice made an unlawful employment
practice by this subchapter, or because he has made a charge,
testified, assisted, or participated in any manner in an investigation,
proceeding, or hearing under this subchapter.
42 U.S.C. § 2000e-3(a). To establish a prima facie case of retaliation under Title VII, the plaintiff-
employee must show “(1) he engaged in activity protected by Title VII; (2) his exercise of such
protected activity was known by the [employer]; (3) thereafter, the [employer] took an action that
was ‘materially adverse’ to the [employee]; and (4) a causal connection existed between the
protected activity and the materially adverse action.” Laster v. City of Kalamazoo, 746 F.3d 714,
730 (6th Cir. 2014) (citation omitted). “Examples of materially adverse actions are ‘a termination
of employment, a demotion evidenced by a decrease in wage or salary, a less distinguished title, a
material loss of benefits, [or] significantly diminished material responsibilities.’” Wasek v. Arrow
Energy Servs., Inc., 682 F.3d 463, 470 (6th Cir. 2012) (citation omitted).
Holland contends he suffered a material loss of benefits because of the delay in signing his
Call Agreement. But he failed to support this claim with evidence. At his deposition, Holland
was asked “[b]etween March 1 of 2017 and May 10 of 2017, did you work and get paid for call?”
DE 129-70, Holland Dep., Page ID 13201. He answered, “I assume I did, but I don’t know the
specifics.” Id. Holland could not remember whether he received payments by check or direct
deposit, and he did not know whether he “received a W-2 form for [his] compensation or a 10[]99
form for work performed” under the Call Agreement. Id. When asked whether he had “any
estimate of [his] damages for not being eligible for call between March 1 and May 10 of 2017,”
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No. 21-3980, Holland v. Mercy Health
Holland stated: “Well, theoretically it would just be whatever the terms are called for here times -
- that was a three-month period. Times 30.” Id. On appeal, Holland claims he suffered $42,000
in lost income due to the delay. He arrives at this number by multiplying the Call Agreement’s
provision of $1,400.00 per day for providing call by thirty, the total number of days of call he
claims he lost per month. But Holland has not provided any evidence showing he did not work or
was not paid during the delay.
Viewed in the light most favorable to Holland and drawing all reasonable inferences in his
favor, Holland has failed to establish a genuine factual issue as to whether he suffered a materially
adverse action. He has not presented any evidence that he did not perform his regular on-call work
during the time in which the Call Agreement was delayed. Rather, the evidence indicates he
continued to work. He also has not introduced any evidence that St. Vincent failed to pay him
during the delay. This lack of evidence combined with Holland’s own statement that he assumed
he worked and got paid for being on-call from March 1 to May 10, 2017, fail to raise a genuine
factual issue as to whether Holland suffered a materially adverse action. Because Holland has
failed to establish an essential element of his claim, we affirm the district court’s grant of summary
judgment to St. Vincent on the retaliation claim.
D
Holland claims St. Vincent tortiously interfered with his employment contract with TC
under Ohio state law. To prevail on a tortious interference claim, the Ohio Supreme Court has
explained that the plaintiff must prove “(1) the existence of a contract, (2) the wrongdoer’s
knowledge of the contract, (3) the wrongdoer’s intentional procurement of the contract’s breach,
(4) the lack of justification, and (5) resulting damages.” Fred Siegel Co., L.P.A. v. Arter & Hadden,
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No. 21-3980, Holland v. Mercy Health
707 N.E.2d 853, 858 (Ohio 1999). We agree with the district court that Holland’s tortious
interference with contract claim fails.
Assuming for the sake of argument that Holland can show that TC breached the
Employment Agreement, resulting in a loss of income to him, he cannot show St. Vincent lacked
justification for terminating the Services Agreement. Lack of justification “requires proof that the
defendant’s interference with another’s contract was improper.” Fred Siegel, 707 N.E.2d at 858.
Ohio courts have explained that “one is privileged to purposely cause another not to perform a
contract with a third person where the defendant, in good faith, is asserting a legally protected
interest of his own which he believes will be impaired or destroyed by the performance of the
contract.” Bridge v. Park Nat’l Bank, 903 N.E.2d 702, 708 (Ohio App. 2008). Thus, a company’s
officers and directors may “interfere with contracts in the furtherance of their legitimate business
interests.” Id.As discussed above, St. Vincent was dissatisfied with Holland’s inability to grow a practice
at St. Vincent. Holland does not dispute he failed to grow a practice at St. Vincent. In not renewing
the Services Agreement, St. Vincent acted in what it reasonably believed to be its legitimate
business interest. Moreover, St. Vincent could terminate the Services Agreement without cause at
any time after one year by giving the other party ninety days prior written notice. St. Vincent gave
sufficient notice. St. Vincent paid TC, and thereby Holland, in full for the duration of the
agreement. Holland presents no argument or evidence creating a genuine issue of material fact to
the contrary. Therefore, summary judgment in St. Vincent’s favor was warranted on Holland’s
tortious interference with contract claim.
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No. 21-3980, Holland v. Mercy Health
IV
Holland has failed to raise a genuine issue of material fact on any of his three claims. His
discrimination claim fails for lack of evidence supporting his claim of pretext. His retaliation
claim fails for lack of evidence showing a materially adverse action. His tortious interference of
contract claim fails for lack of evidence showing breach or illegitimate reasons. The evidence is
“so one-sided that one party,” St. Vincent, “must prevail as a matter of law.” Pittman, 901 F.3d at
627–28 (quoting Anderson, 477 U.S. at 251–52). We affirm the district court’s grant of summary
judgment to St. Vincent.
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