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Ansley v. Cooke

United States District Court, S.D. Ohio, Western Division

September 5, 2017

Keith Ansley, Plaintiff,
Robert F. Cooke, OD, et al., Defendants.


          Susan J. Dlott United States District Judge.

         This matter is before the Court on Defendants' Motion for Judgment on the Pleadings (Doc. 7). Plaintiff Keith Ansley is a former employee of and minority shareholder in Diversified Ophthalmics, Inc. (“Diversified”), a closely held corporation. He alleges that Defendants Ronald F. Cooke, O.D., and George V. Landon, OD, the majority shareholders in Diversified, fraudulently induced him to sell back his shares in Diversified so that he would not partake in the proceeds of the sale of Diversified to another company. Defendants argue that all of Ansley's claims are barred by a contractual release he signed upon his termination from employment with Diversified and that some of his claims fail on separate grounds as well. For the reasons that follow, the Court concludes that most of Ansley's claims fall outside the scope of the contractual release, but that his tortious interference and civil conspiracy claims fail on separate grounds. The Court will GRANT IN PART AND DENY IN PART the Motion for Judgment on the Pleadings.

         I. BACKGROUND

         The facts herein are derived from the well-pleaded allegations of the Complaint except where specifically noted otherwise. Diversified is a supplier of eyecare services, practices, and products. Dr. Cooke is the president and CEO of Diversified and owns more than 50% of its shares. Dr. Landon is the secretary and treasurer of Diversified and owns more than 20% of its shares.

         Diversified hired Ansley as its vice-president of operations on May 7, 2012. Ansley alleges that his initial compensation package included a $150, 000 annual salary plus a guarantee to receive 2% of the proceeds in the event of a sale of Diversified. However, his written Employment Agreement dated May 4, 2012 stated that Ansley's proceeds in the sale of Diversified grew annually from 0.25% to 1% of the sale proceeds from years two through five of his employment. (Doc. 4-1 at PageID 63.) Regardless, in 2014 Defendants told Ansley that Diversified was not doing well financially. His Employment Agreement was amended on July 21, 2014 to eliminate the proceeds guarantee provision, but give him the right to purchase shares in Diversified. (Id. at PageID 65.)

         In January 2015, Ansley purchased sixty shares of Diversified stock, 1% of the corporation, for approximately $86, 000. Defendants told Ansley he could purchase another 1% of Diversified in 2016.

         During Ansley's tenure with Diversified, Defendants engaged in activities to increase Diversified's value and market it for sale, merger, or acquisition. Diversified retained HPC Puckett & Company, a mergers and acquisition advisory firm, and engaged in negotiations with a competitor for potential purchase. Ansley alleged that Defendants failed to disclose to him all known or knowable material facts regarding their efforts to increase Diversified's value and its potential for merger, sale, or acquisition.

         In November 2015, Defendants told Ansley that Diversified was eliminating his position and firing him effective December 4, 2015. Ansley alleges that they also told him that only employees of Diversified could own corporate shares and that he would have to sell back his shares. On November 20, 2015, Dr. Cooke, as President and CEO of Diversified, and Ansley signed a Separation & Transitional Agreement (“Separation Agreement”). (Doc. 4-2 at PageID 67.) In the Separation Agreement, the parties agreed that Diversified would buy back Ansley's sixty shares of stock on or before December 4, 2015 at a price of $1, 551 per share for a sum total of $93, 060. (Id.) Diversified agreed to continue Ansley's benefits, including health insurance, until December 31, 2015 and to pay Ansley two weeks additional salary if certain operational goals were met. (Id.) Finally, Ansley agreed to a Release and Waiver which stated as follows:

In return for the items listed above, I herby[sic] waive, release, and hold harmless Diversified Ophthalmics, Inc., and its directors, officers, agents and employees (“Diversified Ophthalmics”), from any claims, suits or liabilities arising from or by the reason of my employment or elimination of employment from [sic]. I further agree to refrain from suing Diversified Ophthalmics, its directors, officers, agents and employees with respect to any such matters, and if an administrative claim is filed by me or anyone else with the equal Employment Opportunity Commission or similar state agency, I hereby expressly waive the right to receive any monetary damages as a result of such claim. I understand that this general release and waiver specifically releases, among other claims, any claims or rights I may have under any federal, state, or local laws pertaining to employment discrimination, breach of contract and/or wrongful termination, including but not limited to Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Act, the Americans with Disabilities Act, and the Fair Labor Standards Act. I further understand that this agreement does not cover claims, [sic] which might arise after I sign it.

(Id. at PageID 68 (emphasis added)).

         Ansley alleges the sell-back price of $1, 551 per share was less than the true market value of his sixty shares at that time given Defendants' undisclosed efforts to prepare Diversified for sale. Approximately ten months later, on or about October 24, 2016, Diversified was acquired by ABB Optical Group for a value of $8, 219 per share. Ansley's sixty shares would have been worth $493, 140 if he had been a shareholder at the time of the merger. Ansley alleges that he was terminated as part of a scheme to deny him the opportunity to benefit from the sale of Diversified as a minority shareholder.

         B. Procedural Posture

         Ansley initiated this suit against Dr. Cooke and Dr. Landon in the Hamilton County, Ohio Common Pleas Court on March 17, 2017. (Doc. 3.) He asserts the following causes of action:

1. Breach of fiduciary duty;
2. Fraud; 3. Fraud in the ...

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