In early 2010, with its Chief of Urology set to retire, NCH reached out to Dr. Anthony Casale to gauge his interest in running its urology program.

Initially, Casale was a reluctant candidate. He already had “a pretty good job”

as a tenured professor and acting Chair of the Department of Urology at the University of Louisville’s School of Medicine, and he “intended to stay at the University of Louisville.” Still, knowing his position as acting Chair remained “quite unsettled,” plaintiff decided to pursue the offer. After two days of interviews, NCH’s Chief Operating Officer, Dr. Rick Miller, informed Casale that NCH planned to make him an offer.

Defendant sent Casale a draft offer letter in late July. Miller emphasized the letter was just “the first offer.” “[I]f it’s something that’s not adequate,”

he added, “I want you to come back and ask for it, and we’ll probably meet it.” Over the next few days, he and Casale discussed salary and bonuses.

NCH proposed that Casale’s annual bonus be tied to his productivity, including the number of patients he treated. Casale recognized it would take him time to build his practice as a doctor new to the Columbus area, and instead asked that NCH guarantee his bonus for the first two years of employment. NCH agreed. It also agreed to plaintiff’s request for “academic support,” including funding for educational conferences and research.

In its final form, the offer letter included no express durational term, or limit on defendant’s ability to terminate Casale’s employment—a topic plaintiff acknowledged he did not discuss with Miller. Casale was also free to terminate his employment under the agreement, provided he repay his signing bonus and relocation expenses “if for some reason [he] decided to leave NCH prior to eighteen months of service.” Plaintiff signed the offer letter and faxed it to NCH on August 4, 2010.

Shortly after Casale’s acceptance, NCH sent him an information packet regarding its medical staff credentialing procedure and instructions for obtaining an Ohio medical license. Casale’s offer letter specified his employment was “contingent upon verifying [his] Ohio medical license and obtaining and maintaining medical staff privileges at NCH.”

The packet warned that securing a license and staff credentialing was a

“lengthy” process which could take 10 to 12 weeks to complete. Given his January 1, 2011, start date, Casale understood he had limited time to submit his application materials.

Yet by early December, plaintiff was neither licensed to practice in Ohio, nor credentialed as an NCH medical staff member. The parties “vigorously dispute[d]” the cause of the delay before the district court, and dispute it further on appeal. Defendant faults Casale for failing to submit complete application materials in a timely manner. Plaintiff maintains he did

“everything within his power” to provide the necessary information, and instead pins the blame on Pam Edson—an NCH employee whose assistance with the process was “so inadequate” and “erroneous[],” it resulted in “[m]onths of licensing delay.” Whatever the cause, defendant told Casale it could not “employ [him] until [his] licensure and credentialing is complete,”

and delayed his start date until February 1, 2011.

Meanwhile, plaintiff’s former colleague Dr. Stephen Wright sent NCH a peer review reference to be considered as part of the credentialing process.

Karen Allen, a member of NCH’s medical staff services team, flagged the review as “very poor” and forwarded it to Drs. Brilli (NCH’s Chief Medical Officer), Teich (NCH’s Staff President), and Rothermel (Chair of NCH’s credentials committee). Plaintiff contends the disclosure of this information outside the credentialing process violated Ohio’s peer review confidentiality restrictions. See Ohio Rev. Code § 2305.251-52. He also suspects that NCH improperly relied on the reference in withdrawing its offer of employment, and suggests Allen’s characterization of Dr. Wright’s comments “poison[ed]

the well” against him. “In my opinion,” Allen wrote in an email to Rothermel, “there is no way we should hire this man!!”

Casale also attended two meetings at NCH in late 2010—one to assist with his licensing and credentialing applications, and another to meet with future NCH colleagues. At the first, plaintiff met with NCH employees Kelly Wheatley and Julie Zaremski. Both employees described the meeting as uncomfortable and unproductive; plaintiff appeared “visibly frustrated” and did not answer their questions concerning certain “holes” and

“discrepanc[ies]” in his work history. Plaintiff agreed the meeting was “a negative experience for everyone,” but attributed this to Wheatley and Zaremski, who “had no experience” with NCH’s credentialing process. At the second meeting, plaintiff spoke with some of NCH’s surgeons, including those “who might refer [patients] to him.” Upon leaving, Casale purportedly told another NCH staff member “this is a waste of my time.” Plaintiff admits he made this statement, but says NCH takes his remark out of context: “I told her it was a waste of what time we had at that point.”

After the meetings, Miller had second thoughts about plaintiff. Casale had been “somewhat ambivalent” about joining NCH from the beginning.

Plaintiff seemed more “focus[ed] on his issues in Louisville” than on his license and credential paperwork, which he took roughly three months to complete, resulting in a delayed start. Then, when he arrived for meetings at NCH, Casale had difficulty connecting with defendant’s staff. One employee assigned to help with his credentials described their interaction “as the most difficult meeting she has ever had with a physician.” “Any one of these [issues] we’d probably ignore,” Miller observed, “but in aggregate, they are perhaps very concerning.”

Ultimately, NCH asked plaintiff to withdraw his acceptance. Casale refused. Having “given up everything in Louisville in order to keep [his]

commitment to NCH,” he requested an in-person meeting with Miller to resolve NCH’s concerns. NCH declined his request and formally withdrew its offer of employment. Thereafter, the University of Louisville accepted Casale back onto its faculty as acting Chair of Urology, but with a lower salary and no tenure.........

Questions
1. What are the exceptions to the “at-will” employment doctrine?
2. What is the difference between a breach of contract claim and one for promissory estoppel?
3. What is the significance of a contract that does not indicate a specific termination?