| Guido v Orange Regional Med. Ctr. |
| 2013 NY Slip Op 00305 [102 AD3d 828] |
| January 23, 2013 |
| Appellate Division, Second Department |
| Kathleen Guido, Respondent, v Orange RegionalMedical Center, Appellant. |
—[*1] Gary Greenwald, Chester, N.Y. (David A. Brodsky of counsel), forrespondent.
In an action to recover damages for fraudulent inducement and breach of contract,the defendant appeals from an order of the Supreme Court, Orange County (McGuirk,J.), dated July 7, 2011, which denied its motion pursuant to CPLR 3211 (a) (1) and (7) todismiss the complaint.
Ordered that the order is modified, on the law, (1) by deleting the provision thereofdenying that branch of the defendant's motion which was pursuant to CPLR 3211 (a) (1)to dismiss the first cause of action, and substituting therefor a provision granting thatbranch of the motion, and (2) by deleting the provision thereof denying that branch of thedefendant's motion which was pursuant to CPLR 3211 (a) (7) to dismiss the plaintiff'sdemand for punitive damages insofar as it relates to the second cause of action, andsubstituting therefor a provision granting that branch of the motion; as so modified, theorder is affirmed, without costs or disbursements.
In April 2008, the plaintiff was approached by representatives of the defendant,Orange Regional Medical Center (hereinafter ORMC), to become its vice-president ofPatient Care and Chief Nursing Officer. At the time, the plaintiff was employed byBenedictine Hospital. The plaintiff alleges that ORMC's chief executive officer and itsvice president of human resources falsely represented to her that ORMC's nursingdepartment had "passed" its most recent Joint Commission Survey. She alleges that sherelied on these representations and left her position with Benedictine Hospital andaccepted employment with ORMC.
In June 2009, ORMC and the plaintiff executed a written severance agreement whichprovided that, upon termination of the plaintiff's employment, for any reason other thanvoluntary resignation, cause, permanent disability, or death, ORMC would pay severancebenefits to the plaintiff. The severance agreement defined the term "voluntaryresignation" as "any termination caused by the Employee's own voluntary action withoutthreats, intimidation or coercion by ORMC." The severance agreement also provided that"[n]othing in this agreement modifies the Employee's status as an employee at will." In aletter dated September 28, 2010, the plaintiff informed ORMC that she was resigning.[*2]
Thereafter, the plaintiff commenced this actionagainst ORMC to recover damages for fraudulent inducement and breach of theseverance agreement.
With respect to the first cause of action, alleging fraudulent inducement, the plaintiffalleged that ORMC "was successful in inducing [her] to leave her prior employment. . . in order to become the director of [ORMC's] nursing department" byfalsely representing the results of the Joint Commission Survey conducted immediatelyprior to her commencing employment with ORMC. She alleged that ORMCmisrepresented to her that it "passed" the survey, even though it had only received a"conditional accreditation status." The plaintiff alleged that ORMC's representationswere material to her since "the failure to pass the Joint Commission Survey would havebeen indicative of problems with [ORMC], including potentially unsafe practices andprocedures, and would have portended significantly more time and effort in order toperform the functions and job responsibilities for which [she] had been hired by[ORMC], including the additional time and effort required in order to bring [ORMC] incompliance with the Joint Commission's protocols, standards and goals."
In the second cause of action, the plaintiff sought to recover damages for breach ofcontract, alleging that her resignation was not a "voluntary resignation" within themeaning of the severance agreement because it was caused by ORMC's threats,intimidation, and coercion, which included, inter alia, allowing other ORMC employeesto harass, intimidate, criticize, and berate her, disregarding her authority to direct theimplementation of nursing policies and procedures, nursing standards and nurse staffingplans, and interfering with her obligations to assure competent health care to the patientsand to comply with the nursing code of ethics. As a result, she alleged that she wasentitled to the benefits set forth in the severance agreement but, despite demands forsame, ORMC refused to provide those benefits to her.
ORMC moved pursuant to CPLR 3211 (a) (1) and (7) to dismiss the complaint. TheSupreme Court denied the motion.
"A motion to dismiss a complaint based on documentary evidence 'may beappropriately granted only where the documentary evidence utterly refutes plaintiff'sfactual allegations, conclusively establishing a defense as a matter of law' " (Stein v Garfield RegencyCondominium, 65 AD3d 1126, 1128 [2009], quoting Goshen v Mutual LifeIns. Co. of N.Y., 98 NY2d 314, 326 [2002]; see Leon v Martinez, 84 NY2d83, 87 [1994]; Wild Oaks, LLCv Joseph A. Beehan, Jr. Gen. Contr., Inc., 77 AD3d 924 [2010]). Further, "[i]norder for evidence to qualify as 'documentary,' it must be unambiguous, authentic, andundeniable" (GranadaCondominium III Assn. v Palomino, 78 AD3d 996, 996-997 [2010]).
Initially, we note that the printout from the Joint Commission website and theplaintiff's resignation letter, upon which ORMC relied, were not, under the circumstancesof this case, documentary evidence for the purpose of a motion pursuant to CPLR 3211(a) (1) (see Granada Condominium III Assn. v Palomino, 78 AD3d at 997; Fontanetta v John Doe 1, 73AD3d 78, 85-86 [2010]). However, the severance agreement submitted by ORMCwas documentary evidence within the meaning of CPLR 3211 (a) (1) (see Leon vMartinez, 84 NY2d at 87; Wild Oaks, LLC v Joseph A. Beehan, Jr. Gen. Contr., Inc., 77AD3d 924 [2010]; Stein v Garfield Regency Condominium, 65 AD3d at1128), and the terms of that agreement conclusively demonstrate that the plaintiff'semployment was at-will (see Horn v New York Times, 100 NY2d 85, 90-91[2003]; Monheit v PetrocelliElec. Co., Inc., 73 AD3d 714 [2010]; McHenry v Lawrence, 66 AD3d 650, 651 [2009]). Where,as here, "a plaintiff is offered only at-will employment, he or she will generally be unableto establish reasonable reliance on a prospective employer's representations" (Epifani v Johnson, 65 AD3d224, 230 [2009]; seeMarino v Oakwood Care Ctr., 5 AD3d 740, 741 [2004]), which is an elementnecessary to the recovery of damages under a theory of fraudulent inducement (seeEpifani v Johnson, 65 AD3d at 230; Stone v Schulz, 231 AD2d 707, 708[1996]). The at-will employment doctrine thus bars a cause of action sounding in [*3]fraudulent inducement, even where the circumstancespertain to a plaintiff's acceptance of an offer of a position rather than his or hertermination (see Epifani v Johnson, 65 AD3d at 230). Since the severanceagreement established that the plaintiff accepted a position at ORMC as an employeeat-will, she is barred from asserting the first cause of action alleging that she wasfraudulently induced to accept the position based on alleged misrepresentations about theresults of the Joint Commission Survey. Accordingly, the Supreme Court should havegranted that branch of ORMC's motion which was pursuant to CPLR 3211 (a) (1) todismiss the first cause of action. However, the court properly denied that branch of themotion which was pursuant to CPLR 3211 (a) (1) to dismiss the second cause of action,since the severance agreement did not conclusively refute the plaintiff's claims withrespect to OMRC's breach of contract.
The Supreme Court also properly denied that branch of ORMC's motion which wasto dismiss the plaintiff's second cause of action pursuant to CPLR 3211 (a) (7). "When aparty moves to dismiss a complaint pursuant to CPLR 3211 (a) (7), the standard iswhether the pleading states a cause of action, not whether the proponent of the pleadinghas a cause of action" (Sokol vLeader, 74 AD3d 1180, 1180-1181 [2010]; see Guggenheimer vGinzburg, 43 NY2d 268, 275 [1977]). "In considering such a motion, the court mustaccept the facts as alleged in the complaint as true, accord plaintiffs the benefit of everypossible favorable inference, and determine only whether the facts as alleged fit withinany cognizable legal theory" (Sokol v Leader, 74 AD3d at 1181 [internalquotation marks omitted]; seeNonnon v City of New York, 9 NY3d 825, 827 [2007]; Leon vMartinez, 84 NY2d at 87-88). " 'Whether a plaintiff can ultimately establish itsallegations is not part of the calculus' " (Sokol v Leader, 74 AD3d at 1181,quoting EBC I, Inc. v Goldman,Sachs & Co., 5 NY3d 11, 19 [2005]). Applying these principles here, theallegations set forth in the complaint, construed liberally, state a valid cause of action torecover damages for breach of contract. The plaintiff alleged that there existed a contractbetween ORMC and herself, that there was consideration for the contract, that sheperformed under the contract and did not voluntarily resign, that ORMC breached thecontract by failing to pay her severance benefits, and that she was damaged as a result(see Palmetto Partners, L.P. vAJW Qualified Partners, LLC, 83 AD3d 804, 806 [2011]; JP Morgan Chase v J.H. Elec. ofN.Y., Inc., 69 AD3d 802 [2010]; Furia v Furia, 116 AD2d 694 [1986]).
However, the Supreme Court should have granted that branch of ORMC's motionwhich was pursuant to CPLR 3211 (a) (7) to dismiss the plaintiff's demand for punitivedamages insofar as such demand relates to the remaining cause of action to recoverdamages for breach of contract. The allegations in the complaint concerning the breachof the severance agreement related solely to remedying a private wrong (seeRocanova v Equitable Life Assur. Socy. of U.S., 83 NY2d 603, 613 [1994];Sommer v Federal Signal Corp., 79 NY2d 540, 551 [1992]; Nationwide Insulation & Sales,Inc. v Nova Cas. Co., 74 AD3d 1297, 1299 [2010]; Reads Co., LLC v Katz, 72AD3d 1054, 1054 [2010]). Although the complaint contained allegations concerningthe safety of ORMC's patients, those allegations did not relate to the breach of contractcause of action. Eng, P.J., Skelos, Dillon and Austin, JJ., concur.