# Hall-Hoskins v. CATC Medstaff, P.C.

> District Court, N.D. Oklahoma · August 4, 2021

URL: https://www.frixlaw.com/law-library/cases/10386696

## Case

- **Court:** District Court, N.D. Oklahoma
- **Decided:** August 4, 2021
- **Opinion:** 100trialcourt
- **Cited by:** 0 later opinions in the Frix Law Library

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## Opinion text

UNITED STATES DISTRICT COURT FOR THE
NORTHERN DISTRICT OF OKLAHOMA
ADMERLE HALL-HOSKINS, D.O., )
)
Plaintiff, )
)
v. ) Case No. 20-CV-0329-CVE-JFJ
)
CATC MEDSTAFF, P.C. and )
CAREATC, INC., )
)
Defendants. )
OPINION AND ORDER
Now before the Court is Defendants’ Combined Motion for Partial Summary Judgment and
Brief in Support (Dkt. # 24), seeking summary judgment in favor of CareATC, Inc. (CareATC) only.
CareATC argues that it was not a party to either of the employment agreements giving rise to
plaintiff’s breach of contract claims, and CareATC asserts that it cannot be held liable for breach of
contract. Plaintiff responds that CareATC is a proper party, even though it is not named in the
employment agreements, under several theories that permit a plaintiff to bring a claim against a party
who was not a signatory to a contract.
I.
On September 27, 2018, plaintiff Admerle Hall-Hoskins, D.O. entered an employment
agreement with CATC Medstaff, P.C. (CATC) to work as a physician. Dr. Hoskins alleges that she
was hired to work at a medical clinic for employees of the city of Irving, Texas. Dkt. # 2, at 5. The
contract states that the parties to the employment agreement are “CATC Medstaff, P.C., an
Oklahoma professional corporation (“CATC”), and Admerle Hall-Hoskins DO (“Physician”).” Dkt.
# 24-1, at 2. Dr. Hall-Hoskins alleges that the first employment agreement was terminated by
“defendants” because she allegedly lacked the necessary credentials for her job. Dkt. # 2, at 10. Dr.
Hall-Hoskins subsequently entered a second employment agreement with CATC, and the agreement
identified Dr. Hall-Hoskins and “CATC Medstaff, P.C.” as the parties to the agreement. Dkt # 24-2,
at 1. On March 24, 2020, Dr. Hall-Hoskins alleges that she received notice through her attorney that

her employment was being terminated for bad acts and failure to comply with defendants’ policies.
Dkt. # 2, at 15.
On July 9, 2020, Dr. Hall-Hoskins filed this case alleging two breach of contract claims.
Each breach of contract claim concerns Dr. Hall-Hoskins’ termination under a separate employment
agreement, and she could also be alleging that defendants are liable for violating the implied
covenant of good faith and fair dealing. The complaint names CATC and CareATC as defendants,
but there are no specific allegations explaining the legal theory under which CareATC can be held

liable as a party to either employment agreement. The complaint simply states that “Plaintiff entered
into an Agreement with Defendants,” and she does not mention that CareATC is not actually named
as a party in either employment agreement. Dkt. # 2, at 2.
In her response to defendants’ motion for summary judgment, Dr. Hall-Hoskins has
submitted an affidavit stating that she “executed a five-page letter agreement with CATC Medstaff,
P.C. and CareATC, Inc., as [her] employer.” Dkt. # 25-1. However, the agreement she references
is actually a “non-disclosure and protective agreeement,” although it does define the term
“Employer” as “CATC Medstaff, P.C., and its affiliate CareATC, Inc.” Dkt. # 25-1, at 4. The

termination letter for the first employment agreement is on letterhead for CareATC,” and the letter
is signed by CareATC’s human resources manager, Kimberly Hutton. Id. at 10-11. Hutton also
signed the second employment agreement on behalf of CATC. Dkt. # 24-2, at 4. Plaintiff has also
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attached a copy of a letter sent to her attorney in reference to her demand for arbitration in which
defendants’ attorney refers to “CareATC” as plaintiff’s former employer. Dkt. # 25-2.
II.
Summary judgment pursuant to Fed. R. Civ. P. 56 is appropriate where there is no genuine

dispute as to any material fact and the moving party is entitled to judgment as a matter of law.
Celotex Corp. v. Catrett, 477 U.S. 317, 322-23 (1986); Anderson v. Liberty Lobby, Inc., 477 U.S.
242, 250 (1986); Kendall v. Watkins, 998 F.2d 848, 850 (10th Cir. 1993). The plain language of
Rule 56(c) mandates the entry of summary judgment, after adequate time for discovery and upon
motion, against a party who fails to make a showing sufficient to establish the existence of an
element essential to that party’s case, and on which that party will bear the burden of proof at trial.
Celotex, 477 U.S. at 317. “Summary judgment procedure is properly regarded not as a disfavored

procedural shortcut, but rather as an integral part of the Federal Rules as a whole, which are designed
‘to secure the just, speedy and inexpensive determination of every action.’” Id. at 327.
“When the moving party has carried its burden under Rule 56(c), its opponent must do more
than simply show that there is some metaphysical doubt as to the material facts. . . . Where the
record taken as a whole could not lead a rational trier of fact to find for the non-moving party, there
is no ‘genuine issue for trial.’” Matsushita Elec. Indus. Co. v. Zenith Radio Corp., 475 U.S. 574,
586-87 (1986) (citations omitted). “The mere existence of a scintilla of evidence in support of the
plaintiff’s position will be insufficient; there must be evidence on which the [trier of fact] could

reasonably find for the plaintiff.” Anderson, 477 U.S. at 252. In essence, the inquiry for the Court
is “whether the evidence presents a sufficient disagreement to require submission to a jury or
whether it is so one-sided that one party must prevail as a matter of law.” Id. at 250. In its review,
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the Court construes the record in the light most favorable to the party opposing summary judgment.
Garratt v. Walker, 164 F.3d 1249, 1251 (10th Cir. 1998).
III.
CareATC argues that it was not named as a party to either of the employment agreements

giving rise to plaintiff’s breach of contract claims, and it argues that it cannot be held liable for the
alleged breach of either employment agreement. Dkt. # 24, at 3-4. Plaintiff responds that there are
multiple theories under which an unnamed party can be bound to a contract, and there are genuine
disputes of material fact as to whether both named defendants were acting as plaintiff’s employer.
Dkt. # 25, at 6. In its reply, defendant argues that none of these legal theories plaintiff now invokes
as a basis to hold CareATC liable was even mentioned in the complaint, and plaintiff’s evidence is
insufficient to show that the parties intended for CareATC to be a party to either employment

agreement. Dkt. # 29.
Under Oklahoma law, “[a] breach of contract is a material failure of performance of a duty
arising under or imposed by agreement.” Lewis v. Farmers Ins. Co., 681 P.2d 67, 69 (Okla. 1983).
The three elements of a breach of contract claim are “1) formation of a contract; 2) breach of the
contract; and 3) damages as a direct result of the breach.” Digital Design Grp., Inc. v. Info. Builders,
Inc., 24 P.3d 834, 843 (Okla. 2001). However, “[c]ontracts are binding only upon those who are
parties thereto, and are enforceable only by the parties to a contract or those in privity with it . . . .”
Wells Fargo Bank, N.A. v. Heath, 280 P.3d 328, 334 (Okla. 2012); see also Bjorklund v. Miller,

2009 WL 2901214, *10 (N.D. Okla. Sep. 3, 2009) (dismissing breach of contract claims against
individual defendants who were not party to the contract).

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Plaintiff identifies four legal theories under which a company may be deemed a party to
contract entered into by a subsidiary or related entity. Dkt. # 25, at 5. Plaintiff argues that a contract
may be entered into by an agent on behalf of a principal, and cites Hutchison Lumber Co. v. Lewis,
214 P. 721 (Okla. 1923). Plaintiff also claims that the parent company, CareATC, and the

subsidiary, CATC, acted as a single entity, and she raises a separate argument that the subsidiary is
merely an instrumentality of the principal. Dkt. # 25, at 5. Finally, plaintiff cites the single employer
doctrine utilized by federal courts in the context of employment discrimination claims. See Bristol
v. Bd. of County Commr’s of County of Clear Creek, 312 F.3d 1213, 1220 (10th Cir. 2002). The
Court has subject matter jurisdiction over this case based on diversity jurisdiction, and the Court
must apply Oklahoma substantive law to resolve plaintiff’s claims. Racher v. Westlake Nursing
Home Limited Partnership, 871 F.3d 1152, 1162 (10th Cir. 2017). Plaintiff’s reference to the single

employer doctrine is not supported by any reference to Oklahoma legal authority, and the Court will
not consider this as a basis to hold CareATC liable for breach of contract.
Defendants argue that plaintiff failed to include any allegations in her complaint concerning
these theories under which CareATC can allegedly be held liable under the employment agreements,
and the new legal theories raised in response to the motion for summary judgment are simply a
belated attempt to amend plaintiff’s complaint. Dkt. # 29. The Court has reviewed plaintiff’s
complaint and does not find any allegations concerning the legal basis to hold CareATC liable as a
party to either employment agreement. Plaintiff argues that defendants’ motion for summary

judgment is “incomplete,” because defendants failed to advance alternative arguments under which
CareATC could have been deemed a party to the employment agreements. Dkt. # 25, at 6.
However, defendants are correct that CareATC is not named as a party to either employment
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agreement, and plaintiff has the burden to show that CareATC can be held liable for breach of
contract. See Wells Fargo Bank, N.A., 280 P.3d at 334 (“privity of contract is an essential element
of a cause of action on a contract”). As a procedural matter, defendants have met their burden to
show that CareATC was not a party to either employment agreement, and the burden shifts to
plaintiff to “set forth specific facts from which a rational trier of fact for the nonmovant” on the issue
of CareATC’s liability under the employment agreements. See Savant Homes, Inc. v. Collins, 809
F.3d 1133 (10th Cir. 2016).
Plaintiff cites general principles of agency law in an attempt to show that CATC and
CareATC were both parties to the employment agreements, and plaintiff's response makes no
attempt to apply the evidence to any specific legal theory. Plaintiff cites Hutchison Lumber Co. for
the general principle that a disclosed principal who enters an agreement under the name of his agent
and causes the contract to be reduced to writing may be identified by parol evidence and held liable
under the contract. Hutchison Lumber Co., 214 P. at 714. Hutchison has not been cited by any
Oklahoma court for this principle since it was issued, and the Court does not find that Hutchison in
any way limits the freedom of a parent corporation to conduct business using a subsidiary. Plaintiff
cites Warner v. Hillcrest Med. Ctr., 914 P.2d 1060 (Okla. Civ. App. 1995), for the proposition that
a parent and subsidiary company can be treated as one entity if they “were so closely linked and so
inextricably intertwined ....” Id. at 1067. Plaintiff fails to note that the Oklahoma Court of Civil
Appeals found “no convincing evidence” that such a link existed between Hillcrest Health Care
Corporation and its subsidiaries, and “the showing of a common board of directors and a unity of
corporate purpose is insufficient to pierce the corporate veil.” Id. at 1067. There is no evidence in
this case that CATC and CareATC are so closely linked that they are effectively one entity. Finally,

plaintiff argues that a parent company may be held liable if a subsidiary is “organized and controlled
and its affairs so conducted that it is merely an instrumentality or adjunct” of the parent company.
Wallace v. Tulsa Yellow Cab Taxi & Baggage Co., 61 P.2d 645, 648 (Okla. 1936). Plaintiff’s
citation to Wallace is misleading and Wallace has no application to this case. Wallace stands for the

general principle that the corporate separateness of a parent and subsidiary corporation may be
disregarded when “one corporation is merely a dummy or sham,” and there is no evidence in this
case that CATC was created to perpetrate a fraud on plaintiff. Instead, CATC is willing to defend
against plaintiff’s claims and there is no evidence that CATC would be unable to pay a judgment
should plaintiff prevail on her claims.
The Court has reviewed the evidence and finds that CareATC is not a proper party to
plaintiff’s breach of contract claims. The plain language of the employment agreements identify

plaintiff and CATC as the parties to the contracts, and the evidence produced by plaintiff provides
no basis for the Court to disregard the corporate separateness of CareATC and CATC.
IT IS THEREFORE ORDERED that Defendants’ Combined Motion for Partial Summary
Judgment and Brief in Support (Dkt. # 24) is granted, and summary judgment is entered in favor
of defendant CareATC, Inc. only. CareATC, Inc. is terminated as a party to this action.
DATED this 4th day of August, 2021.

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Source: Frix Law Library, https://www.frixlaw.com/law-library/cases/10386696. Public record. Not legal advice.