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Fraley v. Clinix Medical Information Services, LLC

United States District Court, M.D. Florida, Fort Myers Division

April 23, 2018

JOHN FRALEY, an individual, Plaintiff,
v.
CLINIX MEDICAL INFORMATION SERVICES, LLC, a foreign limited liability corporation, Defendant.

          OPINION AND ORDER

          JOHN E. STEELE UNITED STATES DISTRICT JUDGE.

         This matter comes before the Court on plaintiff's Motion for Partial Summary Judgment as to Liability (Doc. #16) filed on February 23, 2018. Defendant filed a Response in Opposition (Doc. #18) on March 9, 2018. For the reasons set forth below, the Motion is denied.

         I.

         Summary judgment is appropriate only when the Court is satisfied that “there is no genuine issue as to any material fact and that the moving party is entitled to judgment as a matter of law.” Fed.R.Civ.P. 56(a). “An issue of fact is ‘genuine' if the record taken as a whole could lead a rational trier of fact to find for the nonmoving party.” Baby Buddies, Inc. v. Toys “R” Us, Inc., 611 F.3d 1308, 1314 (11th Cir. 2010). A fact is “material” if it may affect the outcome of the suit under governing law. Anderson v. Liberty Lobby, Inc., 477 U.S. 242, 248 (1986).

         In ruling on a motion for summary judgment, the Court views all evidence and draws all reasonable inferences in favor of the non-moving party. Scott v. Harris, 550 U.S. 372, 380 (2007); Tana v. Dantanna's, 611 F.3d 767, 772 (11th Cir. 2010). However, “if reasonable minds might differ on the inferences arising from undisputed facts, then the court should deny summary judgment.” St. Charles Foods, Inc. v. Am.'s Favorite Chicken Co., 198 F.3d 815, 819 (11th Cir. 1999) (quoting Warrior Tombigbee Transp. Co. v. M/V Nan Fung, 695 F.2d 1294, 1296 (11th Cir. 1983) (finding summary judgment “may be inappropriate even where the parties agree on the basic facts, but disagree about the factual inferences that should be drawn from these facts”)). “If a reasonable fact finder evaluating the evidence could draw more than one inference from the facts, and if that inference introduces a genuine issue of material fact, then the court should not grant summary judgment.” Allen v. Bd. of Pub. Educ., 495 F.3d 1306, 1315 (11th Cir. 2007).

         II.

         This breach of contract case involves a dispute over which provision of an employment agreement controls the financial compensation and benefits defendant Clinix Medical Information Services, LLC's must pay former employee John Fraley upon his termination of the agreement. (Doc. #2.) It is undisputed that Fraley terminated the agreement, but the parties dispute which termination provision, and hence which compensation package, is applicable. Plaintiff moves for partial summary judgment as to liability, arguing there is no dispute defendant breached the contract, but only a dispute as to the amount of damages due to plaintiff under the contract. Defendant argues there are disputed issues of material fact relating to liability in addition to the calculation of damages.

         The material undisputed facts are as follows: Plaintiff and defendant entered an Employment Agreement (the “Agreement”) on August 1, 2014 for Fraley to serve as defendant's President. (Doc. #16-1, ¶3 & Exh. A, Affidavit of John Fraley.) Paragraph 6.E of the Agreement provides, in relevant part:

Change of Control. This Agreement may be terminated upon election of either party upon thirty (30) days' written notice made after a legally effective Change of Control (as defined herein). For purposes of this Agreement, “Change of Control” means:
i. the legally concluded acquisition of Employer, or its parent, ECI Healthcare Partners Corp. by any individual, entity or group of beneficial ownership of at least fifty-one percent (51%) or more of the then outstanding membership certificates of Employer (in one transaction or in a series of related transactions); or
ii. a legally consummated reorganization, merger, or consolidation or sale, lease, exchange or other disposition or transfer of all or substantially all of the assets of Employer, or its parent, ECI Healthcare Partners, Corp. (in one transaction or in a series of related transactions) to any individual, entity or group.
If this agreement is terminated under this sub-paragraph, Employee shall be entitled to Final Compensation as provided above to and including the effective date of termination, and additional compensation equal to one (1) year of Base Salary ($250, 000), payable in equal installments as per paragraph 5.A., subject to the usual and customary tax, unemployment compensation, insurance and other applicable deductions (but not subject to 401(k) or KSPO deduction).

(Doc. #16-1, Exh. A, ¶ 6.E) (emphasis in original).

         In June 2016, there was a merger between ECI Healthcare Partners Corp (defendant's parent company) (“ECI”) and Schumacher Clinical Partners. (Doc. #16-1, ¶ 6.) From that point forward, plaintiff reported directly to the ...


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