2023 Ohio 1727
Ohio Ct. App.2023Background
- Jun Ma was hired by Cincinnati Children’s in 1992 with an offer promising start-up funds and anticipating possible future tenure; the offer required he “sustain” research with external funding but did not define that term or state consequences for failure.
- Ma received tenure in 1998; Children’s had no written tenure policy or contemporaneous definition of tenure/just cause at that time.
- In 2007 Children’s retained Ma with a promotion package and additional start-up funding; later performance reviews (2010–2015) documented persistent funding shortfalls, including no grant applications from June 2012–Sept 2015 and six federal denials thereafter.
- Children’s notified Ma in 2016 that it could no longer support his position and terminated him in August 2017 for failing to maintain funding; Ma sued for declaratory relief and breach of contract.
- On prior appeal this court held Ma’s employment continued absent just cause but remanded the question whether Children’s actually lacked just cause; the trial court later granted summary judgment to Children’s, finding as a matter of law that funding failures were just cause.
- The appellate court here reversed the summary judgment, finding the meaning of “just cause” ambiguous given the contract and extrinsic evidence and concluding genuine factual disputes preclude deciding just cause as a matter of law; the sealed-document issue was held moot on remand.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether summary judgment was proper on the question of just cause for termination | Ma: just cause requires intentional misconduct; funding deficiencies alone do not establish just cause; factual disputes exist | Children’s: contract required Ma to secure external funding (allegedly ~70%); Ma’s chronic shortfall injured Children’s and thus was just cause as a matter of law | Reversed summary judgment; issue is ambiguous and fact-dependent and must be decided by a factfinder |
| Proper interpretation of “just cause”/tenure language in the parties’ contract | Ma: no contractual definition; contemporaneous understanding at Children’s was that lack of funding alone did not warrant termination | Children’s: extrinsic evidence and later performance expectations show funding obligations that could constitute just cause | Court: contract language and extrinsic evidence are ambiguous; court may consider extrinsic evidence and the jury must resolve intent and meaning |
| Whether Ma’s alleged nonperformance (failure to obtain funding) defeats his breach claim | Ma: performance disputed because contract guaranteed salary/support and no explicit funding threshold or consequence was set | Children’s: Ma failed to perform a contractually required duty, so no breach by Children’s | Court: disputed material facts on performance and breach preclude summary judgment |
| Whether denial of Ma’s motion to file comparative documents under seal prejudiced him on summary judgment | Ma: needed comparative evidence showing similarly situated faculty were not terminated | Children’s: (implicit) seal not necessary to support summary judgment | Moot on appeal because case remanded; trial court should consider motion on remand |
Key Cases Cited
- Ma v. Cincinnati Children’s Hosp. Med. Ctr., 153 N.E.3d 866 (1st Dist. 2020) (prior decision recognizing Ma’s tenure created just-cause protection but leaving the existence of just cause unresolved)
- Shifrin v. Forest City Enters., Inc., 597 N.E.2d 499 (Ohio 1992) (court should apply plain contract language when unambiguous)
- Watkins v. Brown, 646 N.E.2d 485 (Ohio Ct. App. 1994) (contracts interpreted to effect parties’ intent at formation)
- Irvine v. Unemp. Comp. Bd. of Rev., 482 N.E.2d 587 (Ohio 1985) (existence of just cause depends on unique facts of each case)
- Hosking v. Hollaender Mfg. Co., 175 N.E.2d 201 (Ohio Ct. App. 1961) (just cause may include neglect of duty that tends to injure employer)
- Cedar Fair, L.P. v. Falfas, 19 N.E.3d 893 (Ohio 2014) (specific performance is not an available remedy for breach of employment contract absent express provision)