Miller v. Med. Mut. of Ohio
2013 Ohio 3179
Ohio Ct. App.2013Background
- Pharmaceutical Alternatives, Inc. (PAI) is a closed-door pharmacy; Elise Miller is its sole owner. PAI had participation/provider contracts with Medical Mutual of Ohio (MMO) beginning in 2000.
- PAI and MMO had ongoing disputes; PAI filed suit against MMO in 2006.
- PAI filed Chapter 11 in 2008; its case was converted to Chapter 7 in 2009 and a Chapter 7 trustee was appointed.
- In September 2010 the Bankruptcy Court entered an agreed order authorizing the trustee to sell PAI’s claims against MMO to Cardinal Health.
- In March 2012 PAI and Miller sued MMO in Coshocton County asserting breach of contract, breach of covenant of good faith, promissory estoppel, conversion, tortious interference, negligent/intentional misrepresentation/fraud, bad-faith processing of claims, and civil conspiracy.
- MMO moved to dismiss under Civ.R. 12(B)(6); the trial court granted dismissal. Appellants appealed multiple discrete rulings.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether the Bankruptcy Court's Sept. 24, 2010 order bars PAI from suing MMO | PAI/Miller: The bankruptcy sale/order does not conclusively extinguish PAI’s claims or otherwise preclude PAI from pursuing its claims against MMO | MMO: The bankruptcy order transferred PAI’s claims to Cardinal Health and therefore PAI is barred from litigating those claims | Reversed as to this issue — trial court improperly relied on matters outside the complaint (prior bankruptcy proceedings) without converting to summary judgment or giving notice; judicial notice of separate-court proceedings was improper |
| Whether Miller stated tortious-interference claims | Miller: Miller alleged MMO interfered with a prospective transaction involving Weinberg & Bell that harmed her | MMO: The complaint fails to identify an actual contract or how MMO’s actions caused breach; any prospective deal was with PAI, not Miller individually | Affirmed as to Miller’s tortious-interference claims — complaint did not plead an identifiable contract or actionable interference by MMO against Miller |
| Whether Miller stated a promissory-estoppel claim | Miller: MMO made promises inducing Miller’s reliance | MMO: No clear, unambiguous promise to Miller was pleaded | Affirmed as to Miller — promissory estoppel not pleaded with required specificity; alleged promises mostly to PAI, and Miller-specific allegations do not identify clear promises |
| Whether Miller stated negligent/intentional misrepresentation/fraud claims | Miller: MMO made actionable misrepresentations to Miller | MMO: Misrepresentation/fraud requires particularized allegations and Miller was not party to the contracts; pled facts are inadequate | Affirmed as to Miller — fraud/misrepresentation not pleaded with the particularity required by Civ.R. 9(B) and elements of negligent misrep not established |
| Whether Miller stated a civil-conspiracy claim | Miller: MMO conspired with others to injure Miller | MMO: Complaint contains only bare conclusory allegations and no underlying actionable tort as to Miller | Affirmed as to Miller — conspiracy claim is derivative and plaintiff failed to plead factual details or an underlying actionable tort |
| Whether plaintiffs should have been granted leave to amend | Plaintiffs: If deficiencies existed, court should have allowed amendment | MMO: Opposed; trial court discretion governs leave to amend | Affirmed — plaintiffs did not timely file a formal motion for leave to amend; trial court did not abuse discretion |
Key Cases Cited
- [McKinley v. Ohio Bur. of Workers' Comp.](citation="130 Ohio St.3d 156") (standard of review and Civ.R. 12(B)(6) law)
- [Fred Siegel Co. L.P.A. v. Arter & Hadden](citation="85 Ohio St.3d 171") (elements and law on tortious interference)
- [Delman v. City of Cleveland Heights](citation="41 Ohio St.3d 1") (negligent misrepresentation elements)
- [Burr v. Board of County Commissioners of Stark County](citation="23 Ohio St.3d 69") (elements of civil fraud)
- [State ex rel. Neff v. Corrigan](citation="75 Ohio St.3d 12") (limits on judicial notice in 12(B)(6) context)
- [State ex rel. Scott v. Cleveland](citation="112 Ohio St.3d 324") (permissible judicial notice matters in Civ.R. 12(B)(6) review)