Gen. Med. of Ill. Physicians v. Ampadu

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GENERAL MEDICINE OF ILLINOIS PHYSICIANS, PC, Plaintiff/Counterdefendant-Appellee, v. CLARA AMPADU, Defendant/Counterplaintiff-Appellant.

No. 361260

Court of Appeals of Michigan

November 9, 2023

UNPUBLISHED

Oakland Circuit Court LC No. 2020-185150-CB.

Before: Mark T. Boonstra, P.J., and Stephen L. Borrello and Kathleen A. Feeney, JJ.

PER CURIAM.

In this action stemming from an employment dispute, defendant appeals by delayed leave granted^[1] the trial court's order granting in part and denying in part the parties' cross-motions for summary disposition. For the reasons set forth in this opinion, we affirm in part, reverse in part and remand for further proceedings consistent with this opinion.

I. BACKGROUND

Plaintiff General Medicine of Illinois Physicians, P.C., states that it is an Illinois professional corporation. Defendant is a nurse practitioner and a resident of Illinois. The dispute in this case involves an employment agreement that defendant entered into on February 23, 2017, with General Medicine of Illinois Nurse Practitioners, P.C. This contract was then assigned to plaintiff effective March 1, 2017. The contract contained a choice-of-law clause indicating that it would be construed in accordance with Michigan law, and the contract also contained a choice-of-forum clause providing that the parties agreed to litigate any disputes arising out of the contract in the Oakland Circuit Court.

According to the employment contract, "Employer is a party to contracts with various providers of medical services and insurance plans.. .which contracts require Employer to provide the Clients with assistance in staffing of medical personnel at the Client's facilities... or provide care to insurance plan or Client Facility patients...." The contract further stated that "Employer retains physicians, nurse practitioners and other healthcare professional staff for the purpose of staffing the medical needs of Client."

Dr Thomas Prose averred that he is the "owner and president of General Medicine, P.C. and its related entities, including General Medicine of Illinois Physicians, P.C. ('General Medicine')." General Medicine, P.C, is a Michigan entity, and Dr. Prose has an office in Novi, Michigan. Dr Prose testified in his deposition that he has approximately "a dozen or so PCs" in various individual states to provide different medical services. According to Dr. Prose,

General Medicine is one of the nation's leading providers of post-hospitalist care. Post-hospitalist care focuses on the care of patients, usually geriatric, after the patient has been discharged from a hospital but before the patient returns home. General Medicine provides its professional and medical personnel to skilled nursing facilities, other long-term acute care facilities, and health care insurance plans in numerous states, including the state of Illinois.

Prose further averred that defendant's February 23, 2017 employment agreement was between defendant and "General Medicine" to "provide nurse practitioner services and later Regional Clinical Manager [services] through General Medicine." General Medicine also entered into an employment agreement on August 9, 2017, with defendant's husband, Dr. Charles Ampadu, "to provide professional medical services through General Medicine."

Section 8 of defendant's 2017 employment contract, which is relevant to the issues on appeal, provides as follows:

8. Restrictive Covenants and Remedies.

8.1 Non-Solicitation. Employee agrees that while he/she is employed by Employer and for a period of three (3) years following the termination of his/her employment with Employer for any reason (the "Restricted Period), he/she will not, at any time whatsoever, for him/herself, or on behalf of any other party, directly or indirectly, contact, solicit, interfere with, disrupt or attempt to disrupt, or seek to obtain for his/her own benefit, or for the benefit of any third party, any business relationship, arrangements or contracts between Employer and any other party including, without limitation, agreements and relationships with Employer's suppliers, Clients, Client Facilities, Client Patients, agents, representatives, long term care facilities, hospitals and other parties doing business with Employer. In addition, at no time during the Restricted Period shall Employee directly or indirectly solicit any of Employer's patients (including Client Patients), or hire or solicit for hire, whether for him/herself or on behalf of any other party, any employee of Employer or any former employee whose employment terminated during the twelve (12) month period immediately preceding such solicitation and/or hire.

8.2 Non-Disclosure. Employee acknowledges and agrees he/she will have access to Employer's proprietary and confidential information. Employee shall not, at any time whatsoever, directly or indirectly, use any of Employer's confidential or proprietary information except in connection with the performance of his/her duties hereunder; or disclose or disseminate any such proprietary and/or confidential information to any person not employed by Employer, except for Employer's legal, financial and accounting advisors. All proprietary and confidential information will at all times remain the sole and exclusive property of Employer and Employee shall have no proprietary or other right in such information, whether or not such information is Employee's own work product. As used in this Agreement "Proprietary and Confidential Information" includes, but is not limited to, all information relating to Employer's patients (including Client Patients), the nature of Employer's services, its business strategies, contracts and operations, Employer's know-how in managing and implementing its health delivery system, including its methods of delivering health care, its method of conducting business and forms which Employer utilizes to conduct any aspect of its business. Employee shall return to Employer all documents or electronically stored data containing Proprietary and/or Confidential Information pertaining to the above, as well as all copies, summaries and abstracts of the same, immediately upon the termination of his/her employment, or at any other time upon request.

8.3 Covenant Not to Compete. Employee hereby covenants and agrees that during the Restricted Period (defined in Section 8.1 above), he/she shall not within twenty (20) miles of any Client and/or Client Facility and/or Client Patient in which or to whom Employer provides services in any manner, directly or indirectly, through intermediaries or other persons or entities, either as owner, shareholder, director, officer, agent, consultant, creditor, representative, investor, partner, employee, or on behalf of any other person or entity, or otherwise, compete with Employer, or engage in any business or enterprise offering any products or services similar to, or competitive with the products and services offered by Employer.

8.4 Non-Disparagement. Both during and following the termination of this Agreement und Employee's employment (for any reason), neither Employee nor Employer shall make any Disparaging Statements (defined below) regarding the other or his/her or its services, or, with respect to Employer, regarding its products, affiliates, employees. owners or agents. As used herein, the term "Disparaging Statement" means any disparaging or derogatory statement or comment that would constitute libel and/or slander under the laws of the State of Michigan, or any other state where Employer provides services to Clients. Notwithstanding the foregoing, neither Employee nor Employer shall be in breach of this provision for making any truthful statements under oath in connection with any court proceeding or other legal process.

8.5 Post-Termination Obligations. Notwithstanding the termination of this Agreement, or his/her employment, Employee shall complete medical records, cooperate with Employer in transitioning the care of patients, and cooperate on any malpractice or other actions or suits, whether they be pending or threatened, and otherwise fulfill all responsibilities hereunder reasonably determined to relate to the services rendered by Employee prior to the termination of this Agreement; and such termination shall not affect any liability or any other obligation of Employee or Employer which may have accrued prior to such termination. Regardless of the basis of termination of this Agreement or whether this Agreement shall have expired, Employee and Employer agree that, as between them, the medical records of all patients treated by Employee while employed by Employer shall remain in the custody of Employer or Client Facility; provided that Employee shall have, consistent with all applicable law, including confidentiality requirements, reasonable access to such records upon reasonable advance notice to Employer for purposes of defending malpractice claims or other purposes determined appropriate by the Board of Directors of Employer.

8.6 Remedies. Employee acknowledges and agrees that the restrictions set forth in this Section 8 are fair and reasonable, and are reasonably required for the protection of Employer's legitimate business interests. Employee further acknowledges and agrees that in the event of a breach (or attempted breach) of any such restriction(s), Employer will be irreparably harmed and Employer's damages will be substantial and difficult, if not impossible, to ascertain, and that money damages may not afford Employer adequate relief. Accordingly. in the event of Employee's breach of any restrictive covenant(s) contained in this Agreement, Employer may seek an injunction to prevent a breach by Employee of this Agreement, and Employee agrees and consents to the

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