The opinion
IN THE UNITED STATES DISTRICT COURT
FOR THE SOUTHERN DISTRICT OF OHIO
WESTERN DIVISION
NILESH SHAH, :
:
Plaintiff, : Case No. 1:22-cv-00312
:
v. : Judge Jeffery P. Hopkins
:
FORTIVE CORPORATION, et al.,
:
:
Defendants.
:
OPINION AND ORDER
The matter before the Court is Plaintiff Nilesh Shah’s (“Plaintiff” or “Mr. Shah”)
Motion in Limine to Exclude Defendants’ Expert Report, or in the Alternative for an
Extension of Time to File a Rebuttal Expert Report (Doc. 49) (the “Motion”). In the Motion,
Plaintiff asks the Court to bar the expert report prepared by Dr. Doron Narotzki, an associate
professor of taxation and business law, for purposes of trial, summary judgment, or for any
other purpose. Doc. 49, PageID 564, 571. Defendants Fortive Corporation, Advanced
Sterilization Products, Inc., Advanced Sterilization Products Services, Inc. (collectively,
“Defendants”) filed a response in opposition (Doc. 51) to which Mr. Shah replied (Doc. 52).
The Court heard oral argument on April 22, 2026, and took the Motion under advisement.
Notation Order, 4/22/26. For the reasons provided below, Plaintiff’s Motion (Doc. 49) is
GRANTED IN PART and DENIED IN PART.
I. BACKGROUND
Mr. Shah accepted a position as Vice President of International Sales & Service in
2019 and was assigned to live and work in Singapore for Defendants. Pl’s Ex. A, Doc. 37,
PageID 485. His employment terms were set forth in a letter of employment signed March 8,
2019, and later amended by a promotional offer, which was signed on May 4, 2021
(collectively, the “Letters of Employment”). Id. at PageID 485–90. Both Letters of
Employment contain a similar provision titled “Singapore Expat Allowances,” which
provides, in relevant part: “[t]he company will also pay for tax assistance while on assignment
to Singapore which includes Singapore tax obligations and tax filing assistance in Singapore.”
Id. In the present action, Mr. Shah contends that these provisions obligated Defendants to
pay his Singapore income tax liabilities for tax years 2019 and 2021, and that the Letters of
Employment are unambiguous on this point. Id. at PageID 483; Doc. 49, PageID 568. On the
other hand, Defendants maintain that the clauses refer only to administrative or compliance-
related tax assistance, not a financial obligation to assume Mr. Shah’s personal tax liabilities.
Doc. 83, PageID 1924.
On June 16, 2025, Defendants served on Mr. Shah an expert report by Dr. Doron
Narotzki, an associate professor of taxation and business law and director of the Master of
Taxation Program at the University of Akron. Doc. 49, PageID 565, 572. Dr. Narotzki’s work
centers on “international, corporate, and personal taxation,” including “tax regimes,
balancing tax treaty obligations, [and] regulatory reporting requirements” in the United States
and abroad. Id. at PageID 572. On July 3, 2025, Mr. Shah filed a Motion in Limine to
Exclude Defendants’ Expert Report, or in the Alternative for an Extension of Time to File a
Rebuttal Expert Report (Doc. 49). In the Motion, Mr. Shah argues that Dr. Narotzki’s report
is nothing more than a legal opinion presented as an expert opinion, in violation of Rule 702
of the Federal Rules of Evidence. Doc. 49, PageID 564. If Dr. Narotzki’s report is admitted
into evidence, Mr. Shah also seeks an additional forty-five days to file a rebuttal expert report.
Id. From Defendants’ perspective, Dr. Narotzki’s report should not be excluded because it
offers “helpful testimony on the contractual industry standards.” Doc. 51, PageID 636 (“Dr.
Narotzki has significant expertise not only in expatriate employee tax planning, but
specifically as it applies to expatriate employees working in Singapore like Plaintiff.”).
Defendants filed a response to the Motion advocating for allowance of the expert report (Doc.
51); Mr. Shah replied restating his opposition (Doc. 52). The matter is now ripe for
consideration.
II. LAW AND ANALYSIS
Rule 702 governs the admissibility of expert opinions. See Fed. R. Evid. 702. Pursuant
to the Rule, a qualified expert may testify in the form of an opinion if the testimony will help
the trier of fact understand the evidence or determine a fact in issue, is based on sufficient
facts or data, is the product of reliable principles and methods, and reflects a reliable
application of those methods to the facts.1 Id. Here, Mr. Shah seeks to exclude Dr. Narotzki’s
expert report from use “at trial, in any motion for summary judgment, or for any other
purpose” for two reasons primarily: First, Mr. Shah argues that Dr. Narotzki’s opinion is
conclusory and therefore inadmissible under Rule 702, and second, the opinion violates
traditional rules of contract interpretation. Doc. 49, PageID 566.
To begin, it is important to note that the exclusion of expert testimony “is the
exception, rather than the rule.” Burgett v. Troy-Bilt LLC, 579 F. App’x 372, 376 (6th Cir. 2014)
(quoting In re Scrap Metal Antitrust Litig., 527 F.3d 517, 530 (6th Cir. 2008)); Trs. Main/270
1 Fed. R. Evid. 702 provides as follows: “A witness who is qualified as an expert by knowledge, skill,
experience, training, or education may testify in the form of an opinion or otherwise if: (a) the expert's
scientific, technical, or other specialized knowledge will help the trier of fact to understand the evidence or
to determine a fact in issue; (b) the testimony is based on sufficient facts or data; (c) the testimony is the
product of reliable principles and methods; and (d) the expert has reliably applied the principles and methods
to the facts of the case.”
LLC v. ApplianceSmart, Inc., No. 2:22-cv-1938, 2025 WL 1285746, at *2 (S.D. Ohio May 4,
2025) (“Orders in limine which exclude broad categories of evidence should seldom be
employed.”). And the party offering an expert opinion has the burden of establishing its
admissibility by a preponderance of the evidence. Nelson v. Tennessee Gas Pipeline Co., 243 F.3d
244, 251 (6th Cir. 2001).
A. The Scope of Dr. Narotzki’s Opinion
The Court begins with the long-standing principle that “expert opinion may embrace
ultimate issues to be decided by the jury, [however] the expert is not permitted to draw a legal
conclusion and is only permitted to state an opinion ‘that suggest[s] the answer to the ultimate
issue or that give[s] the jury all the information from which it can draw inferences as to the
ultimate issue.’” Cook v. Erie Ins. Co., 478 F. Supp. 3d 658, 664 (S.D. Ohio 2020) (quoting
Berry v. City of Detroit, 25 F.3d 1342, 1353 (6th Cir. 1994) (stating that a court would not be
permitted to “allow a fingerprint expert in a criminal case to opine that a defendant was guilty
(a legal conclusion), even though we would allow him to opine that the defendant's fingerprint
was the only one on the murder weapon (a fact). The distinction, although subtle, is
nonetheless important.”). Here, Mr. Shah argues that Dr. Narotzki’s report “is no more than
. . . [a] legal opinion disguised as an ‘expert report’” because it (1) considers whether the
Letters of Employment imposed a contractual obligation upon Defendants to pay Plaintiff’s
Singapore taxes; (2) recites case law and applies legal doctrines such as the Plain Meaning
Rule to the facts in the case; and (3) asserts legal conclusions that Defendants had no legal
duty to pay Mr. Shah’s Singapore taxes under the Letters of Employment. Doc. 49, PageID
564–67, 73 (“I conclude that the Defendants did not undertake responsibility for the Plaintiff’s
personal Singapore income tax liabilities.”).
Based on the express language contained in Rule 702 and the case law emanating from
the Sixth Circuit construing it, the Court agrees with Plaintiff. Portions of Dr. Narotzki’s
report impermissibly cross over the line between what can be fairly considered as expert
opinion into territory which clearly constitutes a legal conclusion. Indeed, Dr. Narotzki’s
opinion attempts to address the precise legal question now before the Court: whether under
the Letters of Employment agreed upon by the Parties, Defendants were obligated to pay Mr.
Shah’s Singapore taxes. Doc. 49, PageID 593 (“The language . . . does not establish a promise
by Defendants to pay the Plaintiff’s Singapore tax liabilities.”); Id. at PageID 607 (“[T]he
Plaintiff bears the full Singapore tax liability on his compensation.”); Id. at PageID 612
(“Defendants had no obligation to reimburse any Singapore tax liabilities.”).
To be clear, the question of whether Defendants were obligated to pay Mr. Shah’s
Singapore tax liabilities is one for a jury or the Court to determine, if appropriate on summary
judgment,2 not for an expert. U.S. ex rel. Compton v. Midwest Specialties, Inc., 142 F.3d 296, 301
(6th Cir. 1998) (“[O]f course, ‘experts’ may not testify as to the legal effect of a contract.”)
(quoting CMI–Trading, Inc. v. Quantum Air, Inc., 98 F.3d 887, 890 (6th Cir.1996)). Yet, that is
exactly the conclusion Dr. Narotzki attempts to draw in his report. Doc. 49, PageID 615 (“It
is my expert opinion that [Defendants] fulfilled their sole obligation pursuant to the Contracts
by providing limited administrative tax assistance during Mr. Shah’s assignment in
Singapore.”).
More than just state an impermissible legal conclusion, Dr. Narotzki’s report also
seeks to apply legal authorities and principles such as the “Plain Meaning Rule,” and
standards for contract modification to the facts of the case. Id. at PageID 596, 99 (“The case
2 Currently, cross motions for summary judgment are pending before the Court. See Docs. 77, 83.
illustrates that courts enforce contractual provisions based on their plain meaning.”); Id. at
PageID 582 n. 12 (“The administrative and legal complexity of tax equalization programs has
been recognized in case law.”) Id. at PageID 607 (“Defendants’ reimbursement of a portion
of the Plaintiff’s 2020 Singapore tax liability, if it occurred, does not alter the unambiguous
terms of the Contracts. Under well-established principles of contract law, a party’s unilateral
conduct or discretionary payment does not modify a written agreement absent a formal
amendment or clear mutual intent to change its terms.”). Dr. Narotzki’s opinions extend well
beyond offering testimony aimed at “suggest[ing] the answer to the ultimate issue or that
give[s] the jury all the information from which it can draw inferences as to the ultimate issue,’”
to presupposing the legal outcome—in so many words, stating a legal conclusion. See Berry,
25 F.3d at 1353. By analogy, in the context presented here, Dr. Narotzki’s opinion represents
the difference between a fingerprint expert opining in a criminal case that a defendant’s
fingerprints were the only ones on the murder weapon and restating a legal conclusion that
the defendant is in fact guilty of murder. Id.; United States v. Gordon, 493 F. App’x 617, 626–
27 (6th Cir. 2012) (“Generally, an expert may not state his or her opinion as to legal standards
nor may he or she state legal conclusions drawn by applying the law to the facts.”).
Accordingly, those portions of Dr. Narotzki’s report are inadmissible and will not be
considered.
Unfortunately, for Plaintiff, the analysis does not end there. Importantly, the Sixth
Circuit has also instructed district courts to use a “a scalpel, not a butcher[’s] knife” when
deciding admissibility issues related to evidentiary matters. Upshaw v. Ford Motor Co., 576 F.3d
576, 593 (6th Cir. 2009) (citation omitted); Cook, 478 F. Supp. 3d at 665; Sedore v. Landfair,
No. 2:22-cv-10060, 2025 WL 1707639, at *1 (E.D. Mich. Mar. 14, 2025) (“A court should
exclude evidence on a motion in limine only when that evidence is determined to be clearly
inadmissible on all potential grounds.”). Here, because substantial portions of Dr. Narotzki’s
report address industry practices and specialized expatriate tax concepts, the Court finds that
those parts of the report may not be excluded entirely. See McGowan v. Cooper Indus., Inc., 863
F.2d 1266, 1272–73 (6th Cir.1988) (expert opinion permissible as to industry standards); In re
Com. Money Ctr., Inc., 737 F. Supp. 2d 815, 839 (N.D. Ohio 2010) (“[Expert witness] may
testify to the content of industry standards but will be precluded from testifying as to breach
of those standards.”). Mr. Shah, however, urges the Court to bar all of Dr. Narotzki’s report—
for purposes of trial, summary judgment, and for any other objective sought for use in this
litigation. Doc. 49, PageID 564. But as noted, “[o]rders in limine which exclude broad
categories of evidence should seldom be employed.”Trs. Main/270 LLC, 2025 WL 1285746,
at *2.
Here, Dr. Narotzki’s report properly explains how the industry uses terms like “tax
assistance,” “tax equalization,” and “tax protection,” and describes common structural
features of expatriate tax arrangements between employers and employees, such as gross-up
provisions, hypothetical tax calculations, and reconciliation mechanisms, in a way that will
provide useful context for the jury (should the claims survive summary judgment) in
understanding Mr. Shah’s expatriate Letters of Employment related to Defendants. Doc. 49,
PageID 574, 586, 604 (“Pursuant to industry norms, employers that agree to pay an
employee’s foreign tax typically would include some form of a gross up provision to preserve
the intended after-tax benefit, especially at the executive level.”). Dr. Narotzki’s statements
as to industry standards regarding expatriate agreements provide critical information that can
assist the trier of fact in understanding specialized terminology and industry customs in an
area far outside ordinary experience. So long as Dr. Narotzki’s opinion is descriptive of
industry practices and standards—without opining on the ultimate legal question in the action
or testifying as to the legal effect of the Letters of Employment—a distinction that is subtle
but yet important—these portions of the report are admissible, pursuant to Rule 702.
B. Mr. Shah’s “Four Corners” Argument
Mr. Shah separately asserts that Dr. Narotzki’s report is inadmissible because it relies
on extrinsic documents and maintains that this Court cannot consider such evidence when
the Letters of Employment are unambiguous. Doc. 49, PageID 567. We first note that Mr.
Shah’s contention goes to the merits of contract interpretation rather than to the admissibility
of expert opinion. See Petty v. Metro. Gov’t of Nashville, 687 F.3d 710, 720–21 (6th Cir.2012);
Hinkle v. Ford Motor Co., No. 3:11-24-DCR, 2012 WL 5868899, at *8 (E.D. Ky. Nov. 20, 2012)
(declining to decide substantive contract issues on a motion in limine). Regardless, however,
Mr. Shah’s assertion is only partially correct. Mr. Shah is correct that generally courts may
not consider extrinsic evidence when a contract is unambiguous. Eastham v. Chesapeake
Appalachia, LLC, 754 F.3d 356, 361 (6th Cir. 2014); Fam. Tacos, LLC v. Auto Owners Ins. Co.,
520 F. Supp. 3d 909, 920 (N.D. Ohio 2021) (“Ambiguity means the contract language ‘cannot
be determined from the four corners of the agreement.’”) (citation omitted).
However, well established Sixth Circuit authority holds that district courts may
consider extrinsic evidence when “expert testimony provides a different meaning [of a term],
particular to the industry involved.” Constr. Interior Sys., Inc. v. Marriott Family Rests., Inc., 984
F.2d 749, 756 (6th Cir. 1993) (“[C]ontract terms are to be given their plain, ordinary meaning
unless: (1) expert testimony provides a different meaning, particular to the industry involved; (2)
some other meaning is clearly evident from the face or overall content of the instrument; or
(3) manifest absurdity would result.”). Accordingly, Mr. Shah’s assertion that the Letters of
Employment are “unambiguous” does not bar industry-specific expert opinions on how “tax
assistance” is understood in expatriate employment practice, where the term has a specialized
meaning.3 Doc. 49, PageID 568; see Pl’s Exs. A–B, Doc. 37, PageID 485–90. Dr. Narotzki
may therefore address the industry meaning of such term regardless of whether the Letters of
Employment are ultimately found ambiguous or unambiguous.
C. Mr. Shah’s Alternative Request for Additional Time
Mr. Shah requests, in the alternative, that he be permitted to serve a rebuttal expert
report upon Defendants forty-five days from the Court’s ruling on this matter and likewise
use that evidence in prosecuting his claim for breach of contract. Doc. 49, PageID 569–70.
Rule 16(b)(4) of the Federal Rules of Civil Procedure provides that a calendar order “may be
modified only for good cause and with the judge’s consent.” Fed. R. Civ. P. 16(b)(4). Of equal
importance, courts have recognized that, “[t]he primary measure of Rule 16’s ‘good cause’
standard is the moving party's diligence in attempting to meet the case management order’s
requirements.” Helena Agri-Enters., LLC v. Great Lakes Grain, LLC, 988 F.3d 260, 272 (6th Cir.
2021) (citing Inge v. Rock Fin. Corp., 281 F.3d 613, 625 (6th Cir. 2002) (quotation omitted)).
At the Parties’ request on March 20, 2025, the Court granted an extension for Mr. Shah and
Defendants to file expert reports, thereby extending the filing deadline from March 24, 2025,
to May 8, 2025. Docs. 35, 44, 45. Mr. Shah, however, failed to file an expert report. He also
3 Given that the Court has determined that Dr. Narotzki’s expert testimony on industry usage is admissible, it
need not decide whether the phrase “tax assistance” as used in the Letters of Employment are ambiguous
under Ohio contract law. See Constr. Interior Sys., Inc., 984 F.2d at 756. It bears noting, however, that in
ordinary usage, the term “assist” means “to give . . . supplementary support or aid to,” which does not itself
resolve whether “tax assistance” refers to administrative support, payment of taxes, or some combination
thereof. See Assist, Merriam Webster’s, https://www.merriam-webster.com/dictionary/assist (last accessed
May 22, 2026). Thus, industry-usage expert testimony is precisely the type of evidence that may be helpful,
at the summary judgment or trial stage, when attempting to discern the meaning of and intent of the Parties
by use of the term “tax assistance” in the Letters of Employment in dispute in this litigation.
failed to file a rebuttal expert report, pursuant to Rule 26(a)(2)(D)(ii), which would have
allowed him to serve any rebuttal report within thirty days of Defendants’ service of Dr.
Narotzki’s report—or by July 16, 2025.
Here, Mr. Shah acknowledges that he did not disclose an expert by the extended
deadline because he believed, based on Sixth Circuit precedent, that experts may not opine
on contract interpretation and that Defendants’ attempt to do so would be inadmissible. Doc.
52, PageID 709 (“Plaintiff did not engage an expert to give an opinion on contract
interpretation – as Defendants have done – because such an opinion would clearly be
inadmissible under the Federal Rules of Evidence and binding Sixth Circuit precedent.”).That
belief has proven only partially correct: as provided in this Order, the Court is excluding
substantial portions of Defendants’ expert report for stating impermissible legal conclusions
and opining as to the legal effect of the Letters of Employment. At the same time, however,
the Court has determined that Defendants may present expert testimony limited to opinions
related to expatriate-tax industry practices and terminology—evidence that Mr. Shah might
reasonably wish to rebut with his own expert.
Under these circumstances, the Court finds limited good cause to permit a narrowly
tailored rebuttal. Mr. Shah’s request for forty-five days is longer than necessary and would
risk disrupting the existing schedule in the case. As such, Mr. Shah may serve a rebuttal expert
report only in regard to the same subject matter upon which Dr. Narotzki may testify—
namely, the structure and terminology of expatriate tax models and industry practices—and
must do so within twenty-one (21) days of the date of this Order. The Court also cautions Mr.
Shah that any rebuttal report submitted must be confined to the proper scope of rebuttal under
Rule 26(a)(2)(D)(ii); it may respond to, but not expand beyond, the admissible opinions
offered by Dr. Narotzki without risking that portion of the report also being excluded. See
Sinomax USA, Inc. v. Am. Signature, Inc., No. 2:21-cv-03925, 2022 WL 7180339, at *2 (S.D.
Ohio Sept. 30, 2022).
I. CONCLUSION
For these reasons, the Court will permit Dr. Narotzki’s expert opinion testimony only
to the extent that it addresses industry context and specialized meanings for expatriate
employment agreements. However, the Court directs that the legal-conclusions contained in
the report and any testimony related to the legal effect of the Letters of Employment shall be
excluded; Mr. Shah is permitted to file a narrowly tailored limited rebuttal report within
twenty-one (21) days of the date of this Order aimed at addressing industry context and
specialized meanings for expatriate employment agreements. Accordingly, Plaintiff Nilesh
Shah’s Motion (Doc. 49) is GRANTED IN PART and DENIED IN PART.
IT IS SO ORDERED.
May 22, 2026 eis Lig b..
e kins
United States District Judge
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