Adena Health Sys. v. Cohen, 2026-Ohio-2697

Adena employed Doctors Cohen, Thompson, and Roberts under written physician employment agreements with 120-day notice and noncompete provisions. 1
After the Doctors resigned, Adena terminated them before the 120-day notice period ended and Cohen was escorted out of the facility. 2
Adena sued the Doctors for breach of contract, loyalty, trade secret, tortious interference, defamation, and conspiracy claims. 3
The Doctors counterclaimed and third-partied Adena’s board and officers, alleging wrongful termination, declaratory relief, defamation, tortious interference, failure to supervise, and negligence. 4
The trial court granted summary judgment largely for Adena and the board, and the Doctors appealed. 5
The appellate court affirmed most rulings but reversed the wrongful-termination ruling and remanded that issue. 6

Issue	Plaintiff's Argument	Defendant's Argument	Held
Were the Doctors at-will employees for wrongful termination purposes? 7	Doctors were at-will after the initial term expired.	Adena said the agreements were fixed-term, not at-will.	Yes; the Doctors were at-will employees. 8
Could the Doctors recover damages for complying with the noncompete? 9	Doctors sought declaratory relief and damages for an unreasonable noncompete.	Adena argued no legal basis exists for damages from voluntary compliance.	No; damages request failed as a matter of law. 10
Did the Board fail to supervise Graham and Edrington? 11	Doctors claimed the Board negligently failed to supervise management.	Board duties ran to the corporation, and no evidence showed deliberate intent.	No; summary judgment for the Board was affirmed. 12
Did Adena tortiously interfere with the Doctors' business relationships? 13	Doctors alleged interference involving Prairie Run North, OhioHealth, Sunday Creek Horizons, and patients.	Adena said there was no actual knowledge, no protected relationship, and no tortious conduct.	No; all tortious-interference claims failed. 14
Did Adena and the Board defame the Doctors? 15	Doctors claimed false statements to patients, media, and the Board.	Adena and the Board relied on truth, privilege, and limitations.	No; truth, privilege, and limitations defeated the defamation claims. 16

Mers v. Dispatch Printing Co., 19 Ohio St.3d 100 (Ohio 1985) (Ohio’s general employment-at-will doctrine 17)
Greeley v. Miami Valley Maintenance Contrs., Inc., 49 Ohio St.3d 228 (Ohio 1990) (public-policy exception to at-will employment 18)
Haynes v. Zoological Soc. of Cincinnati, 73 Ohio St.3d 254 (Ohio 1995) (employee-at-will may be terminated for any nonillegal reason 19)
Raimonde v. Van Vlerah, 42 Ohio St.2d 21 (Ohio 1975) (unreasonable covenants not to compete are enforced only to the extent necessary 20)
Acordia of Ohio, L.L.C. v. Fishel, 110 Ohio St.3d 353 (Ohio 2006) (noncompete reasonableness requires no undue hardship and no public injury 21)
Lake Land Emp. Grp. of Akron, LLC v. Columber, 101 Ohio St.3d 242 (Ohio 2004) (only reasonable noncompetition agreements are enforceable 22)
Fred Siegel Co., L.P.A. v. Arter & Hadden, 85 Ohio St.3d 171 (Ohio 1999) (elements of tortious interference with contract 23)
Kenty v. Transamerica Premium Ins. Co., 72 Ohio St.3d 415 (Ohio 1995) (tortious-interference-with-contract elements 24)
Hahn v. Kotten, 43 Ohio St.2d 237 (Ohio 1975) (qualified privilege and its elements in defamation 25)
Ed Schory & Sons v. Francis, 75 Ohio St.3d 433 (Ohio 1996) (truth is a complete defense to defamation 26)
Surace v. Wuliger, 25 Ohio St.3d 229 (Ohio 1986) (litigation privilege applies to statements reasonably related to judicial proceedings 27)
Weidman v. Hildebrant, 2024-Ohio-2931 (Ohio 2024) (discovery rule for secretly published libelous statements 28)