CH Liquidation Association Liquidation Trust v. Genesis Healthcare System

UNITED STATES DISTRICT COURT

NORTHERN DISTRICT OF OHIO

EASTERN DIVISION

CH LIQUIDATION ASSOCIATION ) Case No.: 1:18 CV 752

LIQUIDATION TRUST, et al., )

)

Plaintiffs ) JUDGE SOLOMON OLIVER, JR.

)

v. )

)

GENESIS HEALTHCARE )

SYSTEM, et al., )

)

Defendants ) ORDER

Currently pending before the court in the above-captioned case is Defendants Bricker &

Eckler, LLP and Michael Gire’s (collectively, “Defendants”) Motion to drop them from the action

or, in the alternative, to sever the claims against them (“Motion”) (ECF No. 98). For the reasons that

follow, the court denies Defendants’ Motion.

I. BACKGROUND

In the aftermath of the financial collapse of Coshocton Memorial Hospital Association

(“CCMH”), Plaintiff CH Liquidation Association Liquidation Trust and Joseph Oriti, in his capacity

as Debtor Representative and Liquidation Trustee of the estate of CCMH (“Plaintiff”), filed a

Complaint seeking redress for the injuries allegedly caused by eight Defendants (ECF No. 1).

Plaintiff claims, among other things, that Defendants’ misconduct led CCMH to file for Chapter 11

protection and/or deepened CCMH’s insolvency. (Compl. ¶ 7.) Counts X and XI of the Complaint

name CCMH’s former attorneys, Bricker & Eckler, LLP (“Bricker”) and Michael Gire (“Gire”), a

partner with the firm, claiming attorney malpractice. (Id. ¶¶ 523–36.)

A. Factual Background

Coshocton Memorial Hospital Association operated a general acute care not-for-profit

hospital in Coshocton, Ohio, as well as a number of primary care and specialty physician clinics.

(Id. ¶ 15.) As early as the fall of 2008, at a time of financial difficulty for CCMH and other rural

hospitals, CCMH began a complicated relationship with Genesis Healthcare System (“Genesis”),

a healthcare provider located in the same region as CCMH. Although the relationship would start

with the CEO of Genesis and the CEO of CCMH, each serving as equals on a three-member not-for-

profit healthcare alliance board, Genesis would later control the decisions of CCMH pursuant to a

Management Agreement executed in 2012. (Id. ¶¶ 57–64, 90–121.) Eventually, the relationship

ended when CCMH filed for Chapter 11 protection in 2016.

Plaintiff’s twenty-count Complaint arises from the CCMH-Genesis relationship. In the

Complaint, Plaintiff alleges a range of anti-trust and tort claims against CCMH’s auditor, CCMH’s

executive leadership, Genesis’s executive leadership, and, most relevant to this pending Motion,

counsel for CCMH and Genesis. Plaintiff claims that Bricker and Gire committed malpractice when

they “simultaneously represented Genesis and CCMH in their dealings with each other relating to,

among other things, the Management Agreement and several ancillary agreements.” (Id. ¶ 5.) In

2008, when Genesis, CCMH, and another regional hospital formed East Ohio Hospital Alliance

(“EOHA”), a non-profit healthcare alliance, the EOHA retained Bricker to provide legal services

and advice to the EOHA. (Id. ¶ 61.) During this time, Plaintiff states that Bricker had “developed

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a relationship of trust” with CCMH. (Compl. ¶ 113, ECF No. 1.) In May of 2012, President and CEO

of Genesis Matthew Perry (“Perry”) and then-CEO of CCMH Robert Miller (“Miller”) began

discussing an arrangement whereby Genesis would manage the financially struggling CCMH. (Id.

¶ 90.) Plaintiff states Genesis hired Bricker to represent Genesis’s interests in the negotiation and

drafting of the Management Agreement. (Id. ¶ 112.) However, Plaintiff claims that in these

negotiations, Bricker took advantage of the trust relationship it had previously built with CCMH.

(Id. ¶ 114.) Specifically, Plaintiff maintains that Bricker negotiated directly and only with Miller,

and did not include CCMH’s outside counsel in these negotiations. (Id. ¶¶ 114, 119.) Furthermore,

Plaintiff contends that Bricker negotiated with Miller, even though Bricker was aware that Miller

was to be employed by Genesis following the execution of the Management Agreement. (Id. ¶ 120.)

Thus, Plaintiff implies that because Bricker knew of Miller’s self-interested motives in these

negotiations, it would have also known that Miller may not have been representing the best interests

of CCMH during these negotiations. (Id.) Accordingly, Plaintiff asserts that because Bricker knew

that CCMH’s interests were not being fully represented by Miller, Bricker was effectively

representing both Genesis and CCMH in the parties’ negotiations. (See id. ¶ 121.)

Finally, Plaintiff maintains that after the Management Agreement was executed, Bricker

continued to purport to represent both Genesis and CCMH in the parties’ negotiations and dealings

with one another. (Compl. ¶ 121.) In particular, Plaintiff points to two situations supporting

Plaintiff’s allegations of Genesis’s dual representation. First, Plaintiff states that Genesis tasked

Bricker with preparing a Lab Services Agreement and asset purchase agreement between CCMH

and Genesis, but on behalf of both parties. (Id. ¶ 345.) Plaintiff notes that Bricker purported to

review the Lab Services Agreement on behalf of Genesis (id. ¶¶ 346–48), but Genesis also

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anticipated that Bricker was to review the Lab Services Agreement on behalf of CCMH. (Id. ¶ 352.)

Nevertheless, Plaintiff concedes that Bricker obtained conflict waivers from both Genesis and

CCMH with respect to Bricker’s preparation of the Lab Services Agreement. (Id. ¶¶ 346–48, 352.)

Second, Plaintiff asserts that Bricker represented CCMH at CCMH Board meetings, and that its

representation of CCMH was a conflict of interest with Bricker’s contemporaneous representation

of Genesis. (Id. ¶ 363.) Plaintiff points to the September 10, 2014, CCMH Board meeting in which

Genesis’s CEO asked Gire to represent CCMH at the meeting. (Id. ¶¶ 365–66.) Plaintiff states that

Gire presented at the meeting, and stayed to answer questions from the CCMH Board. (Id. ¶¶ 370,

375.) Plaintiff asserts that Gire continued to attend board meetings and was still performing legal

services for CCMH as late as May 4, 2015. (Id. ¶¶ 376–79.)

B. Procedural History

On June 30, 2016, CCMH filed its voluntary petition under Chapter 11 of the Bankruptcy

Code in the United States Bankruptcy Court for the Northern District of Ohio. (Compl. ¶ 30.)

CCMH continued to operate as debtor-in-possession pursuant to 11 U.S.C. §§ 1107(a) and 1108

after the Petition Date. (Id. ¶¶ 30–31.) On October 3, 2016, the Bankruptcy Court entered an order

approving CCMH’s sale of substantially all of its assets, and the sale transaction closed on October

31, 2016. (Id. ¶¶ 32–33.) On July 12, 2017, the Bankruptcy Court confirmed the Chapter 11 plan (the

“Plan”), and the Plan became effective on August 1, 2017. (Id. ¶¶ 34, 36.) Plaintiff filed the

Complaint in the present action on April 3, 2018. (ECF No. 1.)

On July 25, 2018, Defendants filed their first Motion for Order dropping them from the

action or, in the alternative, to sever the claims against them (ECF No. 54). The court denied

Defendants’ motion without prejudice, having found that it should first address the then-pending

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motions to dismiss and motions for summary judgment. (ECF No. 69.) Following that Order, the

court issued rulings on several motions to dismiss and/or motions for summary judgment that were

filed in this case. (See Orders, ECF Nos. 72, 74, 78, 84.) There are now only 13 remaining claims:

eight against Genesis, including a breach of fiduciary duty claim; one breach of fiduciary duty claim

against Perry; one breach of fiduciary duty claim against Miller; two attorney malpractice claims

against Defendants; and one accountant and professional malpractice claim against Blue & Co., a

CPA firm that represented CCMH. (See Mot. at PageID #2110–11, ECF No. 98.)

On January 8, 2020, Defendants filed the present Motion. (ECF No. 98.) Plaintiff filed its

Opposition on January 31, 2020. (ECF No. 104.) On February 7, 2020, Defendants filed their Reply.

(ECF No. 110.)

II. LEGAL STANDARD

Under Federal Rule of Civil Procedure 21, in the event of misjoinder, the court may, on just

terms, “add or drop a party” or “sever any claim against a party.” See Mann v. Mohr, No. 18-4019,

2020 WL 398532, at *3 (6th Cir. Jan. 23, 2020). Misjoinder occurs when a party fails to satisfy the

conditions for permissive joinder under Rule 20. See Walls v. Host Int’l, Inc., No. 1:15-CV-00564,

2015 WL 4644638, at *1 (N.D. Ohio Aug. 4, 2015). Misjoinder alone, however, is not a ground for

dismissing an action. See Jackson v. Berean, No. 19-1583, 2019 WL 6208147, at *2 (6th Cir. Nov.

19, 2019) (citing Fed. R. Civ. P. 21). District courts have sound discretion in deciding how to

resolve misjoinder issues. Kitchen v. Heyns, No. 16-1243, 2016 WL 11618616, at *1 (6th Cir. Nov.

21, 2016) (holding “the manner in which the court handles misjoinder lies within the court’s sound

discretion”).

Federal Rule of Civil Procedure 20(a)(2) provides that defendants may be joined in one

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action as defendants if:

(A) any right to relief is asserted against them jointly, severally, or in

the alternative with respect to or arising out of the same transaction,

occurrence, or series of transactions or occurrences; and

(B) any question of law or fact common to all defendants will arise in

the action.

Fed. R. Civ. P. 20(a)(2). As the Sixth Circuit has held, “[i]f the same issues of fact would determine

both claims, they arise out of the same transaction or occurrence, but if the proof of one claim would

have no connection with the proof of the other, the claims do not arise out of the same transaction

or occurrence.” Moore v. Mich. Dep’t of Corr., No. 17-6107, 2018 U.S. App. LEXIS 25325, at *4

(6th Cir. Sep. 5, 2018) (citing LASA Per L’Industria Del Marmo Societa Per Azioni of Lasa, It. v.

Alexander, 414 F.2d 143, 151 (6th Cir. 1969)). Many courts have found that “claims arise our [sic]

of the same transaction or occurrence when the likelihood of overlapping proof and duplication in

testimony indicates that separate trials would result in delay, inconvenience, and added expense to

the parties and the court.” Walls, 2015 WL 4644638, at *3. The “‘series of transactions or

occurrences’ analysis is a flexible standard that ‘enables the federal courts to promote judicial

economy by permitting all reasonably related claims for relief . . . to be tried in a single

proceeding.’” Id. (internal citations omitted). Because there is no bright line rule for making this

determination, a case-by-case analysis is needed. Id.

In determining whether to sever claims, the court considers:

(1) whether the claims arise out of the same transaction or occurrence;

(2) whether the claims present some common questions of law or fact;

(3) whether settlement of the claims or judicial economy would be

facilitated;

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(4) whether prejudice would be avoided if severance were granted; and

5) whether different witnesses and documentary proof are required for

separate claims.

Mann, 2020 WL 398532, at *3 (quoting Parchman v. SLM Corp., 896 F.3d 728, 733 (6th Cir.

2018)). The court also considers “principles of fundamental fairness” and “resulting undue delay.”

Spence v. Dexcom, Inc., No. 3:18-CV-0369, 2019 WL 302504, at *2 (M.D. Tenn. Jan. 23, 2019)

(citing Reynolds v. Merck Sharp & Dohme Corp., Case No. 3:15 cv 397, 2016 WL 3090951, at *2

(N.D. Ohio June 2, 2016)). The party requesting the court to sever a claim has the burden to show

“that severance is required to avoid prejudice or confusion and to promote the ends of justice.”

Spence, No. 3:18-CV-0369, 2019 WL 302504, at *2. The court has “virtually unfettered discretion”

in deciding whether to sever claims. Id.

III. LAW AND ANALYSIS

Defendants request the court to issue an order dropping them from this action, or in the

alternative, severing Plaintiff’s claims against them. (Mot. at PageID #2109, ECF No. 98.) Plaintiff

urges the court to deny Defendants’ Motion. (Opp’n at PageID #2162, ECF No. 104.) The court will

address each of their arguments in turn.

A. Same Transaction, Occurrence, or Series of Transactions or Occurrences

First, Defendants maintain that Plaintiff’s Complaint fails the first part of Rule 20(a)(2)’s

joinder test. (Mot. at PageID #2116.) See Fed. R. Civ. P. 20(a)(2)(A) (providing that persons may

be joined as defendants if asserted against them is any right to relief arising out of the “same

transaction, occurrence, or series of transactions or occurrences”). They contend that Plaintiff’s

claims against Genesis concern “essential facts” that “vary markedly,” from the facts concerning

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the legal malpractice claims asserted against them. (Mot. at PageID #2114.) But this argument

ignores the fact that the breach of fiduciary duty claims and/or accountant and professional

malpractice claims against the other defendants, as well as the legal malpractice claims against the

moving Defendants, all involve a determination as to whether the defendants’ breach of their

respective duties contributed to CCMH’s injuries.

Discovery for the claims against Defendants will necessarily require an inquiry into the

nature of the Genesis-CCMH relationship and Defendants’ connection to that relationship. Indeed,

the Complaint clearly alleges that Defendants’ actions, coupled with the actions of the other named

defendants in this case, in whole or in part, deepened CCMH’s insolvency and caused CCMH to

file for bankruptcy. (Compl. ¶ 7.) The Complaint also alleges that Genesis targeted CCMH as part

of its “strategic plan” to capture and control the patient market share in the region (id. ¶¶ 46, 51),

that Genesis retained Defendants to provide advice on the implementation of this plan (id. ¶ 56), that

Genesis caused CCMH to retain Defendants despite the clear conflicts of interest (id. ¶ 564), that

Defendants simultaneously represented Genesis and CCMH (id. ¶ 121), and that Genesis directed

Defendants’ actions (id. ¶ 154). These allegations link Defendants to Genesis’s “strategic plan” that

allegedly deepened CCMH’s insolvency and led to its bankruptcy. And this factual issue is relevant

to the claims that are raised against Defendants and Genesis, and will be intertwined with a

determination as to whether Genesis, Defendants, and/or the other defendants caused CCMH’s

insolvency. Thus, the court finds that the claims in this case are sufficiently related for purposes of

Rule 20. See Walls, 2015 WL 4644638, at *3 (finding that Rule 20 only prevents joinder of “wholly

unrelated” claims).

Defendants cite several cases where courts declined to exercise pendent jurisdiction and/or

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supplemental jurisdiction over legal malpractice claims in support of their assertion that the claims

against them arise from separate and distinct transactions and occurrences than the other claims in

this case. (See id. at PageID #2115–16 (citing Hunter v. Abi, No. 2:13-CV-661-WKW, 2014 WL

495359 (M.D. Ala. Feb. 5, 2014); Bush v. City of Philadelphia, No. CIV. A. 89-8583, 1989 WL

149939 (E.D. Pa. Dec. 5, 1989); Newsome v. Gallacher, No. 11-CV-140-GKF-PJC, 2014 WL

2533402 (N.D. Okla. June 5, 2014)).) But these cases offer Defendants no support because, unlike

those cases, Plaintiff’s claims against them and the other defendants are factually related. See, e.g.,

Hunter, 2014 WL 495359, at *9–10 (finding there was no basis to exercise supplemental jurisdiction

over a legal malpractice claim against a defendant attorney and defendant law firm because the legal

malpractice claim “require[d] proof of an entirely separate set of facts unrelated to the other

defendants’ alleged misconduct”); Bush, 1989 WL 149939, at *2 (finding that the court could not

exercise pendent jurisdiction over the plaintiff’s legal malpractice claim because the claim did not

“arise out of the same transaction or occurrence that [wa]s the subject matter of the [42 U.S.C.

§ 1983] federal claims” in the case, instead the claims “clearly arose at different times and

concern[ed] different acts”); Newsome, 2014 WL 2533402, at *10 (declining to exercise pendent

jurisdiction over the plaintiff’s legal malpractice claims because, among other reasons, such claims

“d[id] not arise from the same core facts” as the breach of fiduciary duty and aiding and abetting

claims).

Defendants also cite several cases where courts found that legal malpractice claims were

misjoined under Rule 20. (Mot. at PageID #2116 (citing Burgess v. ebay, Inc., No. 1:11CV193,

2013 WL 2898022, at *7, 10 (M.D.N.C. June 13, 2013) (finding that eight of the nineteen claims

from the plaintiff’s complaint were misjoined because they “r[a]n too wide of a gamut to permit

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joinder under Rule 20(a)(2)” and concerned matters that were “too distinct” from the allegations of

governmental misconduct in the claims, and adding that the plaintiff’s legal malpractice claim was

also misjoined); Phillips v. Knoll Pharm. Co., No. 5:03-cv-8044, 2003 U.S. Dist. LEXIS 28620, at

*16 (N.D. Ohio Sep. 4, 2003) (finding that the plaintiff’s medical malpractice claims against several

physician defendants were misjoined under Rule 20’s standard to claims against pharmaceutical

defendants, which concerned the manufacture of a drug); Burgess v. Williams, No. 1:11CV316,

2011 WL 5290155, at *10 (M.D.N.C. Nov. 2, 2011) (finding that the court must enforce Rule 20’s

joinder limitations to prevent plaintiffs, like the plaintiff in that case, from joining dozens of

unrelated claims against dozens of defendants in a single case to avoid paying the required filing

fees)).)

But these cases are also distinguishable. First, Burgess v. ebay, 2013 WL 2898022 and

Burgess v. Williams, 2011 WL 5290155 are two cases where the same pro se plaintiff, Albert C.

Burgess, filed multiple unrelated claims against multiple unrelated defendants. The claims asserted

against some defendants lacked any recognizable connection to other claims alleged against the

other defendants in each of those cases. In this case, however, the claims are asserted against six

defendants, who were involved in the Genesis-CCMH relationship as part of Genesis’s “strategic

plan,” and are factually related. Indeed, as explained above, Plaintiff’s claims involve a

determination of whether the defendants’ actions deepened Plaintiff’s insolvency and caused it to

file for bankruptcy.

Second, in Phillips, multiple plaintiffs filed suit against multiple unrelated physician

defendants who prescribed Meridia to them. See Phillips, 2003 U.S. Dist. LEXIS 28620, at *2–3.

This drug allegedly caused the plaintiffs cardiovascular and cerebrovascular injuries. Id. The

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plaintiffs also sued the pharmaceutical companies (the “pharmaceutical defendants”) that

manufactured and marketed Meridia. Id. at *3. The court dropped the claims against the physician

defendants after determining that those defendants were non-diverse and were dispensable parties.

Id. at *13. The court also determined that even though the physician defendants did not consent to

the removal, it was not necessary to remand the claims against the pharmaceutical defendants.1 In

reaching this conclusion, the court found that the claims against the physician defendants, which

concerned their prescribing Meridia to the plaintiffs, involved a “completely separate and

independent transaction” from the remaining claims against the pharmaceutical defendants, which

concerned the design, manufacture, promotion, and marketing of Meridia. Id. at *17. Thus, the court

found that because the physician defendants were non-diverse and misjoined, the fact that they did

not consent to the removal did not require remand. Id.

Unlike Phillips, however, Plaintiff’s claims against Defendants and the other defendants in

this case do not arise from completely separate and independent transactions. Plaintiff maintains that

Genesis had a relationship with Defendants, that Genesis caused CCMH to retain Defendants, and

that Genesis directed Defendants’ actions in its representation of CCMH. (See Compl. ¶¶ 55, 154,

564.) At minimum, these allegations suggest that Genesis’s relationship with Defendants

compromised Defendants’ attorney-client relationship with CCMH. Indeed, Plaintiff maintains that

Defendants simultaneously represented both Genesis and CCMH despite the clear conflicts of

interest, and that Defendants drafted the very Management Agreement that enabled Genesis to

1 The Sixth Circuit has held that all served defendants must join in the petition for

removal. See Brierly v. Alusuisse Flexible Packaging, Inc., 184 F.3d 527, 532–33

(6th Cir. 1999).

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manage CCMH for its own benefit. (See Compl. ¶¶ 5, 112, 442.) There is a clear relation between

the claims asserted against all of the defendants in this case. Indeed, as explained above, Plaintiff’s

claims against the other defendants, as well as the claims against Defendants, all involve a

determination as to whether the defendants’ breach of their respective duties contributed to CCMH’s

insolvency and bankruptcy.

Furthermore, none of the cases that Defendants cite stand for the proposition that legal

malpractice claims per se cannot be properly joined to other claims or that legal malpractice claims

can never arise out of the “same transaction, occurrence, or series of transactions or occurrences”

under Rule 20. Consequently, the court finds that the Complaint sufficiently demonstrates that the

claims against Defendants arise out of the “same transaction, occurrence, or series of transactions

or occurrences” as the other claims in this case. See Fed. R. Civ. P. 20(a)(2)(A). Therefore, Plaintiff

has satisfied the first part of Rule 20(a)(2).

B. Any Question of Law or Fact Common to All Defendants

Next, Defendants maintain that Plaintiff’s claims against them fail the second part of Rule

20(a)(2)’s joinder test. (Mot. at PageID #2121, ECF No. 98.) See Fed. R. Civ. P. 20(a)(2)(B)

(providing that persons may be joined as defendants if “any question of law or fact common to all

defendants will arise in the action”). They assert that the resolution of Plaintiff’s claims against

them, which concerns whether they failed to meet the standard of care and breached their duties

owed to CCMH, do not affect the claims brought against the other defendants. (Id.) Defendants

highlight two claims that Plaintiff have brought against Genesis, an equitable subordination claim

and an avoidance of preference period transfer claim, which have no common elements to the legal

malpractice claims asserted against them. (Id. at PageID #2119.) But this argument ignores the fact

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that Plaintiff’s breach of fiduciary duty claim against Genesis, as well as its claims against the other

defendants in this case, involve a determination of whether each defendant breached their respective

duties to CCMH and whether their conduct caused CCMH’s injuries. Thus, as Plaintiff points out,

there are factual and legal questions common to all defendants in this case. (Opp’n at PageID #2178,

ECF No. 104 (arguing that “the same question of fact permeates the Complaint and is common to

all defendants – did each Defendant succumb to pressure from Genesis and fail to adequately carry

out its professional responsibilities to CCMH (and to what extent did each, in whole or in part,

contribute to CCMH’s financial collapse)?”).)

Defendants contend, however, that joinder is improper because the mere fact that Plaintiff’s

claims “arise under the same general law does not necessarily establish a common question of law.”

(Mot. at PageID #2120 (quoting Cooper v. Fitzgerald, 266 F.R.D. 86, 91 (E.D. Pa. 2010)).) In

deciding whether claims raise common questions of law or fact under Rule 20, courts consider the

circumstances surrounding the claims, including the people involved in each claim, and the location

and time frame of the events giving rise to the claims. See Spaeth v. Mich. State Univ. Coll. of Law,

845 F. Supp. 2d 48, 54 (D.D.C. 2012). In this case, Plaintiff’s claims against all of the defendants

concern the Genesis-CCMH relationship from the period between 2012 until 2016. (Compl. ¶¶ 6–7.)

In addition, the claims against Genesis, Perry, Miller, and Defendants all involve their conduct with

respect to the Management Agreement that was executed between Genesis and CCMH. (See id. ¶¶

90–138, 451–479, 523–36.) Further, the circumstances surrounding all of these claims involves

Genesis’s alleged “strategic plan” to capture and control the patient market share in the region, its

alleged targeting CCMH to accomplish this plan, and its engagement of Defendants to provide

advice on the implementation of this plan. (Id. ¶¶ 46, 51, 56.) Thus, the court finds that there are

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common questions of fact between the claims asserted against all of the defendants in this case.

Defendants also maintain that “even if there is some factual overlap [between all of the

claims in this case], that overlap is insufficient for joinder to be proper.” (Mot. at PageID #2120

(citing Bojorquez v. Abercrombie & Fitch, Co., 193 F. Supp. 3d 1117, 1129 (C.D. Cal. 2016) (“these

purported common questions of fact are too minimal to establish any meaningful link between the

two types of claims”)).) But in Bojorquez, a case involving claims brought under the Fair Labor

Standards Act, the court was not considering whether joining defendants was proper, it was

considering whether the joinder of multiple plaintiffs was proper. See Bojorquez, 193 F. Supp. 3d

at 1129. Though all of the plaintiffs worked for the defendant, see id. at 1121, the court found that

some of their claims were distinct and completely unrelated, see id. at 1128. One plaintiff alleged

reporting time claims involving the defendant’s failure to pay its employees for time spent calling

into the store prior to work to receive instruction on whether they were required to work that day.

Id. The other plaintiffs brought clothing and footwear claims involving the defendant’s alleged

policy requiring its employees to purchase and wear its brand-clothing and footwear without

reimbursing the employees for their costs. Id. In dismissing the reporting time claims, the court

concluded that those claims “contain[ed] little, if any factual similarity” to the clothing and footwear

claims. Id. at 1128. As explained above, however, the claims in this case are factually similar in that

they all involve the defendants’ relationship to Genesis and whether their actions deepened CCMH’s

financial problems and caused its bankruptcy. Therefore, the court finds that Plaintiff has satisfied

the second part of the Rule 20(a)(2) joinder test.

C. Whether Severance Would Achieve a Just Result

As explained above, the court finds that Plaintiff has satisfied both parts of Rule 20(a)(2)’s

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joinder test. As a result, the court need not consider whether the claims should be severed under

Rule 21. Nevertheless, the court finds that severance would not be appropriate because it would not

achieve a just result. See Fed. R. Civ. P. 21. Indeed, Plaintiff has alleged claims that link all of the

defendants in this case to CCMH’s financial problems and bankruptcy. Though the court

acknowledges that different witnesses, possibly including experts, will be needed to establish the

relevant standards of care that each defendant owed to CCMH, this fact does not persuade the court

that severance is appropriate. If the claims were severed, there would still be a need to call some of

the same witnesses and present some of the same evidence during the separate trials regarding the

nature of Defendants’ relationship with Genesis and the extent to which it may have contributed to

CCMH’s insolvency and bankruptcy. Defendants themselves admit that it would be judicially

efficient to consolidate discovery on all of the claims in this case. (See Mot. at PageID #2109.)

Furthermore, the court finds that judicial efficiency requires that this case proceed with the

remaining claims against all of the defendants. Therefore, the court declines to sever the claims

against Defendants from the other claims in this case.

IV. CONCLUSION

For the foregoing reasons, the court denies Defendants’ Motion (ECF No. 98).

IT IS SO ORDERED.

/s/ SOLOMON OLIVER, JR.

UNITED STATES DISTRICT JUDGE

June 2, 2020

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