United States District Court, M.D. Florida, Fort Myers Division
OPINION AND ORDER
E. STEELE UNITED STATES DISTRICT JUDGE.
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.
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).
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.
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.
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).
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 ...