Cochran v. SSM-SLUH, Inc.

UNITED STATES DISTRICT COURT

EASTERN DISTRICT OF MISSOURI

EASTERN DIVISION

CARLA M. COCHRAN, )

)

Plaintiff, )

)

v. ) Case No. 4:23CV762 HEA

)

SSM-SLUH, INC, d/b/a SSMHEALTH SAINT )

LOUIS UNIVERSITY HOSPITAL and SSM )

HEALTH CARE CORPORATION, d/b/a )

SSM HEALTH, )

)

Defendants. )

OPINION, MEMORANDUM AND ORDER

This matter is before the Court on Defendants’ Motion to Dismiss, [Doc. No.

8]. Plaintiff has filed a response to the Motion, to which Defendants have filed a

reply. For the reasons set forth below, the Court will grant Defendants' motion.

Facts and Background

On June 12, 2023, Plaintiff filed this action alleging she was constructively

discharged from her employment with Defendants in violation of 42 U.S.C.

§2000e, et seq. (Title VII). Plaintiff contends she was discriminated against based

on her religious beliefs. Plaintiff asserts she was employed by SSM Health and

applied for an exemption to a COVID-19 vaccination requirement in July 2021.

Defendants granted the exemption shortly after Plaintiff’s request.

Plaintiff further alleges she was singled out and was subjected to harsh and

unreasonable treatment by her supervisors, who accused her of “no morals or

values: because of her religious beliefs and exemption from vaccination.

Plaintiff acknowledges SSM-SLUH, Inc. d/b/a SSM Saint Louis University

Hospital and SSM Health Care Corporation d/b/a SSM Health are Missouri Not for

Profit corporations registered with the State of Missouri Secretary of State and

doing business in St. Louis City, State of Missouri as SSM St. Louis University

Hospital at an office located at 1201 S. Grand Ave., St. Louis, MO 63104 where

Plaintiff was located for the duration of Plaintiff’s employment with Defendant.

Defendants move to dismiss on the ground that SSM Health is a religious

organization and it therefore exempt from the provisions of Title VII prohibiting

religious discrimination. Plaintiff does not substantively dispute Defendants’

assertion, rather, Plaintiff argues the Court may not consider Defendants’ exhibits

which were attached to the Motion to Dismiss.

Legal Standard

In order “[t]o survive a motion to dismiss, a complaint must plead sufficient

factual matter to ‘state a claim to relief that is plausible on its face.’” Edwards v.

City of Florissant, 58 F.4th 372, 376 (8th Cir. 2023) (quoting Ashcroft v. Iqbal, 556

U.S. 662, 678 (2009)). “A claim is facially plausible if the plaintiff pleads facts that

allow the court to draw the reasonable inference that the Defendants is liable for

the misconduct alleged.” Ahern Rentals, Inc. v. EquipmentShare.com, Inc., 59 F.4th

948, 953 (8th Cir. 2023) (internal quotation marks and alteration omitted) (quoting

Iqbal, 556 U.S. at 678)). “If, on the other hand, the plaintiff pleads facts that are

merely consistent with a Defendants’ liability, the complaint stops short of the line

between possibility and plausibility of entitlement to relief.” Id. (internal quotation

marks and citation omitted); accord Edwards, 58 F.4th at 377 (“[W]here the well-

pleaded facts do not permit the court to infer more than the mere possibility of

misconduct, the complaint has alleged—but it has not shown—that the pleader is

entitled to relief.” (quoting Iqbal, 556 U.S. at 679, 129 S.Ct. 1937)).

In deciding whether a complaint satisfies the plausibility test, the Court must

“accept ‘as true the complaint's factual allegations and grant[ ] all reasonable

inferences to the non-moving party.’” Park Irmat Drug Corp. v. Express Scripts

Holding Co., 911 F.3d 505, 512 (8th Cir. 2018) (alteration in original) (quoting

Braden v. Wal-Mart Stores, Inc., 588 F.3d 585, 591 (8th Cir. 2009)). This rule “is

inapplicable to legal conclusions,” which the Court may disregard. Iqbal, 556 U.S.

at 678. Likewise, “‘naked assertions devoid of further factual enhancement,’ do not

suffice, nor do ‘[t]hreadbare recitals of the elements of a cause of action, supported

by mere conclusory statements.’” Roberson v. Dakota Boys & Girls Ranch, 42

F.4th 924, 928 (8th Cir. 2022) (quoting Iqbal, 556 U.S. at 678). With few

exceptions, the Rule 12(b)(6) analysis is constrained to factual matter alleged in the

complaint. See Miller v. Redwood Toxicology Lab., Inc., 688 F.3d 928, 931 (8th

Cir. 2012) (“[T]he court generally must ignore materials outside the pleadings, but

it may consider some materials that are part of the public record or do not

contradict the complaint, as well as materials that are necessarily embraced by the

pleadings.” Id. (citations omitted)).

“[I]n a motion to dismiss, a court may consider ‘matters incorporated by

reference or integral to the claim, items subject to judicial notice, [and] matters of

public record.’” United States ex rel. Kraxberger v. Kan. City Power & Light Co.,

756 F.3d 1075, 1083 (8th Cir. 2014) (alteration in original) (quoting Miller, 688

F.3d at 931 n.3.

On a motion to dismiss, the Court may consider not just the allegations in

the complaint, but also “matters incorporated by reference or integral to the

claim[s], items subject to judicial notice, matters of public record, orders, items

appearing in the record of the case, and exhibits ... whose authenticity is

unquestioned.” Zean v. Fairview Health Services, 858 F.3d 520, 527 (8th Cir.

2017). Defendant's by-laws and articles of incorporation are public records and

may be considered by the Court without converting the motion into one for

summary judgment. Id; see also Burlison, 2023 WL 4560796, at *3. Because of

this standard, the Court may consider the exhibits attached to the Motion,

notwithstanding Plaintiff’s attempt to disqualify them.

Title VII makes it unlawful for an employer “to fail or refuse to hire or to

discharge any individual, or discriminate against any individual ... because of such

individual's ... religion.” 42 U.S.C. § 2000e-2(a). To “minimize governmental

interference with the decision-making process in religions,” Congress amended

Title VII to exempt a qualifying “religious organization” from claims of religious

discrimination “with respect to the employment of individuals of a particular

religion to perform work connected with the carrying on” by such organization. 42

U.S.C. § 2000e-1(a); Corp. of Presiding Bishop of the Church of Jesus Christ of

Latter-Day Saints v. Amos, 483 U.S. 327, 336 (1987) (explaining the history of

Title VII's amendments and exemptions). Once an entity is determined to be a

“religious organization,” courts do not inquire into the organization's justifications

behind its employment decisions. Hernandez v. Comm'r of Internal Revenue, 490

U.S. 680, 699, 109 S.Ct. 2136, 104 L.Ed.2d 766 (1989) (explaining “[i]t is not

within the judicial ken to question the centrality of particular beliefs or practices to

a faith, or the validity of particular litigants’ interpretation of those creeds.”).

Title VII does not define what constitutes a “religious entity,” so courts look

to a “variety of factors when analyzing whether an employer falls within the scope

of the 2000e-1(a) exemption.” Jacobs v. Mercy Health, No. 4:22-CV-01204-AGF,

2024 WL 894861, at *4 (E.D. Mo. Mar. 1, 2024); Conway v. Mercy Hosp. St.

Louis, No. 4:22-CV-1113 RLW, 2024 WL 551892, at *3 (E.D. Mo. Feb. 12, 2024)

(quoting Boydston v. Mercy Hosp. Ardmore, Inc., No. CIV-18-444-G, 2020 WL

1448112, at *4 (W.D. Okla. Mar. 25, 2020)). Because the Eighth Circuit has yet to

establish guidelines to determine whether an entity is a religious organization, see

Jacobs 2024 WL 894861 and Conway, 2024 WL 551892, at *4, this district and

several others have relied on the Third Circuit's approach in LeBoon v. Lancaster

Jewish Community Center Association, 503 F.3d 217, 226 (3d Cir. 2007). See

Boydston, 2020 WL 1448112, at *4; Scaffidi v. New Orleans Mission, Inc., 612 F.

Supp. 3d 630, 636 (E.D. La. 2020) (relying on LeBoon factors in absence of Fifth

Circuit guidance); Braun v. St. Pius X Parish, 827 F. Supp. 2d 1312, 1317 (N.D.

Okla. 2011) (emphasizing that both parties referenced LeBoon factors in disputing

whether the employer was a religious organization).

The Third Circuit in LeBoon presented nine factors as relevant to determine

whether an employer is a religious organization and therefore protected under Title

VII's exemption:

(1) whether the entity operates for a profit, (2) whether it produces a secular

product, (3) whether the entity's articles of incorporation or other pertinent

documents state a religious purpose, (4) whether it is owned, affiliated with

or financially supported by a formally religious entity such as a church or

synagogue, (5) whether a formally religious entity participates in the

management, for instance by having representatives on the board of trustees,

(6) whether the entity holds itself out to the public as secular or sectarian, (7)

whether the entity regularly includes prayer or other forms of worship in its

activities, (8) whether it includes religious instruction in its curriculum, to

the extent it is an educational institution, and (9) whether its membership is

made up by coreligionists.

503 F.3d at 226 (citations omitted); Jacobs, 2024 WL 894861 at *4; Conway, 2024

WL 551892, at *4 (citing LeBoon factors).

The relevance and weight of these factors depend on the circumstances of

the particular case. LeBoon, 503 F.3d at 227; Conway, 2024 WL 551892, at *4

(noting the Third Circuit's case-by-case analysis directive). Like this district's

recent decision in Jacobs, Conway, and Burlison, and aligned with several other

districts, the Court will apply the LeBoon framework in determining whether SSM

Health qualifies as a religious organization under Title VII.

Applying the LeBoon framework upon which this district relied in Jacobs,

Conway, and Burlison, based upon the pleadings, public records, and those items

upon which the Court may take judicial notice, the record clearly establishes that

Defendants are religious organizations, as Defendants have correctly and

sufficiently detailed as provided below.

In 1874, a religious and benevolent corporation under Missouri law was

formed. See Mo. Rev. Stat. Ch. 352. (Exhibit B, Articles of Agreement dated

November 18, 1874). This civil law corporation eventually became SSMHCC.

In 1880, the Vatican decreed the Sisters of St. Mary to be a public juridic

person of the Roman Catholic Church. SSM-SLUH opened in 1932 as Firmin

Desloge Memorial Hospital, a partnership between the Sisters of St. Mary and St.

Louis University. The Franciscan Sisters of Mary sponsored the multi-institutional

health system known as SSM Health until 2013. On November 16, 2013, the Holy

See, a division of the Vatican and the governing body of the Roman Catholic

Church, created SSM Health Ministries as a public juridic person upon the petition

of the Franciscan Sisters of Mary to continue the religious health care ministry of

the Sisters. (Exhibit C, Decree from Congregation for Institutes of Consecrated

Life and Canonical Statutes; Exhibit D, Canonical Statutes).

The Articles of Incorporation of SSMHCC and SSM-SLUH, Inc. and the

Canonical Statutes of SSM Health Ministries all set forth SSM Health’s religious

purpose and mission. According to the Canonical Statutes the purpose of SSM

Health Ministries is “to further the healing ministry of Jesus Christ with special

attention to those persons who are poor and vulnerable.” (Exhibit D, Art. II).

SSM Health Ministries “carries out its activities in the secular sphere

through a civil corporation known as SSM Health Care Corporation, a Missouri

nonprofit corporation, and such other civil legal entity or other entities as the

Members shall determine.” (Id., Art. I). SSM Health Ministries must “assure that

the mission, values, and governance of SSM Health Care Corporation are in

conformity with the mission and teaching of the Roman Catholic Church and

further the spirit and call of St. Francis of Assisi and Mother Odilia Berger, to be

the very presence of the loving, serving, compassionate and healing Jesus among

his people.” (Id., Art. II). SSMHCC’s purpose as described in its Articles is to

provide “health care, health education, housing services, child care services,

services for the elderly and related services and facilities and/or other charitable

activities . . . in accordance with . . . the teachings and mission of the Roman

Catholic Church.” (Exhibit F, Articles of Incorporation of SSMHCC, Art. 4). SSM-

SLUH’s purpose as described in its Articles is to provide “health care, health

education, . . . and/or other charitable activities . . . in accordance with . . . the

teachings and mission of the Roman Catholic Church.” (Exhibit H, Art. V).

SSM Health Ministries exercises management and operational control over

SSM Health, including its officers, directors, and health ministries. Pursuant to the

Canonical Statutes, the Franciscan Sisters of Mary has the power to appoint and

remove the Members of SSM Health Ministries. (Exhibit D, Art. III). In turn, the

Members of SSM Health Ministries dually serve as the Members of SSMHCC and

have the power to appoint the officers of the Board of SSMHCC. (Exhibit D, Art.

IV, ¶¶ 7, 11; Exhibit E, Bylaws of SSMHCC, Art. IV, § 2). Thus the Members of

SSM Health Ministries, dually serving as the Members of SSMHCC exercise a

variety of reserved powers over SSMHCC including: (a) to establish and change

the mission, philosophy, and values of SSMHCC; (b) to appoint the Board of

Directors of SSMHCC (except those serving ex officio); (c) to approve

amendments to the Articles of Incorporation of SSMHCC; (d) to approve

amendments to the Bylaws of SSMHCC; (e) to approve merger, consolidation, or

dissolution of SSMHCC; (f) to approve the sale, conveyance, assignment, transfer,

alienation, pledge, encumbrance, mortgage or lease of any property or any interest

therein of SSMHCC, in accordance with the policies approved by the Members;

(g) to approve any borrowing guarantees of SSMHCC, (h) to approve any actions

of SSMHCC for itself or its Controlled Subsidiaries (including SSM-SLUH),

which under Canon Law would require the consent or approval of the Members.

(Exhibit E, Art. IV). The Members of SSM Health Ministries, dually serving as the

Members of SSMHCC, also have the power to elect the SSMHCC’s Board’s

Chairperson and Vice Chairperson. (Exhibit E, Art. VIII).

SSM Health Ministries, the local Bishop, and the Holy See each have power

over SSM Health’s operations and property. All property of SSM Health Ministries

is ecclesiastical property of the Roman Catholic Church and must be administered

as such under canon law. (Exhibit D, Art. X). SSM Health Ministries must seek the

opinion of the local Bishop before alienating temporal goods that exceed a certain

value. (Exhibit D, Art. VI, ¶ 4). The Holy See must approve “any lease, sale,

mortgage or encumbrance, disposition or other form of alienation of the stable

patrimony of SSM Health Ministries” in excess of a certain value. (Exhibit D, Art.

VII, ¶ 3).

The Roman Catholic Church manages SSM Health through the dual role of

the Members of SSM Health Ministries also serving as the Members of SSMHCC

and through the reserved powers that the Members retain over SSMHCC. (Exhibit

D, Art. IV; Exhibit E, Art. IV). In addition to the dual membership status, the

Members of SSM Health Ministries also serve ex officio on the SSMHCC Board

with voting privileges. (Exhibit E, Art. VI, Section 2).

The Roman Catholic Church has also publicly declared SSMHCC, SSM

Health Care St. Louis, SSM-SLUH, and multiple other SSM Health ministries to

be a part of the Church through their inclusion in the Official Catholic Directory.

(Exhibit I, Official Catholic Directory, pg. 1213 (2021)). The Official Catholic

Directory is a published book, widely disseminated, publicly available, and

generally known. A Roman Catholic Bishop must determine that an entity is

operated, supervised, or controlled by the church to be included in the directory,

and thus any entity listed in the Official Catholic Directory can take advantage of

the group tax exemption ruling issued to the United States Conference of Catholic

Bishops. (Exhibit I, Official Catholic Directory, p. A-6). SSM Health derives its

tax-exempt status from the group ruling and their listing in the Official Catholic

Directory. Id.

SSM Health Regularly Includes Prayer and Worship in its Activities.

Pursuant to its Canonical Statutes, SSM Health Ministries, SSMHCC, and

its health ministries must “adhere to and be guided by the Ethical and Religious

Directives for Catholic Health Care Services,” which are promulgated by the

United States Conference of Catholic Bishops. (Exhibit D, Art. II). The Bylaws of

SSM Health Ministries further require that the Members must complete an initial

formation process, participate in a continuing faith formation process. (Exhibit J,

SSM Health Ministries Bylaws, Art. 3.3.) In addition, the SSM Health Ministries

Bylaws provide that “the majority of the Members must be practicing Catholics in

good standing with the Catholic Church and must be chosen on the basis of their

knowledge, experience, availability, and commitment to the Catholic healthcare

ministry.” (Id. Section 3.6). Likewise, the Board Members of SSMHCC and SSM-

SLUH, Inc. must understand and be willing to support the mission, philosophy, and

values of the Franciscan Sisters of Mary, SSM Health Ministries and SSM Health.

(Exhibit E, Art. VI, Section 2; Exhibit G, SSM-SLUH Bylaws, Art. V, Section II).

For all of these reasons, Defendants are religious organizations, exempt from

Title VII’s provisions regarding religious discrimination.

Taken together, these factors readily establish SSM Health as a religious

entity within the meaning of Title VII's exemption. Title VII's exemption shields

Defendant from religious discrimination claims, including claims arising from

disputes over vaccination requirements. See Jacobs, 2024 WL 894861, Conway,

2024 WL 551892; Burlison, 2023 WL 4560796.

Conclusion

For the reasons set forth above,

IT IS HEREBY ORDERED that Defendants' Motion to Dismiss, [Doc. No.

8] is GRANTED.

An Order of Dismissal is entered this same date.

Dated this 5“day of June, 2024.

HENRY EDWARI 5 Led 2

UNITED STATES DISTRICT JUDGE

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