Wegner v. Tenet Physician Resources et al

IN THE UNITED STATES DISTRICT COURT
FOR THE WESTERN DISTRICT OF TENNESSEE
WESTERN DIVISION
ROBERT WEGNER, M.D., 	)
)
Plaintiff, 	)
)
v. 	) 	Case No. 2:25-cv-02389-SHL-atc
)
TENET PHYSICIAN RESOURCES, 	)
ST. FRANCIS PHYSICIAN NETWORK, 	)
LLC, ST. FRANCIS HOSPITAL, and 	)
TENET HEALTHCARE CORPORATION, 	)
)
Defendants. 	)
ORDER GRANTING MOTION TO COMPEL ARBITRATION AND DENYING
MOTION TO DISMISS
Before the Court is Defendants Tenet Physician Resources, St. Francis Physician
Network, LLC, St. Francis Hospital, and Tenet Healthcare Corporation’s Motion to Compel
Arbitration and to Dismiss Plaintiff’s Claims Against Defendants, filed April 11, 2025. (ECF
No. 8.) In his April 25, 2025 response, Plaintiff Robert Wegner, M.D., asserts that only one of
his claims against a single Defendant is subject to the arbitration agreement he entered into, thus
necessitating denial of the Motion. (ECF No. 22.) Defendants replied on May 12, 2025. (ECF
No. 29.) For the reasons that follow, the motion to compel arbitration is GRANTED.
Defendants’ Motion to Dismiss is DENIED and the matter will be STAYED pending
arbitration.
BACKGROUND
On April 7, 2025, Wegner filed a Complaint alleging that he was improperly terminated
from his roles as the Program Director of the Metabolic and Bariatric Surgery Accreditation and
Quality Improvement Program (“MBSAQIP”) at St. Francis Hospital, and as its only
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credentialed bariatric surgeon. According to the Complaint, Wegner served as the MBSAQIP
Program Director at St. Francis from August 2010 until he was wrongfully terminated in early
2025. (ECF No. 1 at PageID 2–3.) Before his termination, Wegner performed nearly 6,000
bariatric procedures, and led the creation of a credentialing standard for bariatric privileges that
St. Francis adopted in September 2024. (Id. at PageID 3.) Wegner asserts that this new policy
“mandated a completed bariatric fellowship, submission of a case log, and a formal letter of
competency, aligning the hospital’s requirements with national standards.” (Id. at PageID 4.)
In June 2022, Wegner and St. Francis Physician Network, LLC, executed a five-year
Physician Employment Agreement (“PEA”) and Directorship Agreement, which govern the
terms of Wegner’s employment. (Id.) Wegner alleges that, “at some point Defendants desired to
renegotiate the PEA to make the ongoing operation of [his] practice to be more profitable for
Defendants,” and proposed eliminating his base salary and other compensation and tying his
compensation solely to his productivity. (Id. at PageID 5–6.) Wegner declined the request to
renegotiate his contract. (Id. at PageID 6.) According to Wegner, following his refusal to
renegotiate the PEA, Defendants “began a campaign of threats and pressure designed to force
him back to the negotiating table or force him to resign so Defendants could make more
profitable arrangements with another physician.” (Id.)
Ultimately, on February 28, 2025, Defendants provided Wegner with a written notice of
its intent to terminate the PEA without cause, giving him the requisite ninety-day notice. (Id. at
PageID 7; ECF No. 1-8 at PageID 137.) When Defendants informed Wegner that he was going
to be replaced by Dr. George Woodman, Wegner objected based on the fact that Woodman did
not meet the fellowship training requirements under St. Francis’ credentialing policy. (ECF No.
1 at PageID 11.) On March 20, Defendants issued a new termination letter to Wegner, making
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his termination “for cause” and immediate. (Id.) Wegner was terminated on March 20, 2025.
(Id.)
Wegner filed his lawsuit on April 7, 2025, alleging five counts: retaliation under
EMTALA; breach of contract; violation of the Tennessee Public Protection Act (“TPPA”);
tortious interference with business expectancy; and defamation. (Id. at PageID 20–24.)1 Those
claims, according to Defendants, should be dismissed and the matter referred to arbitration,
consistent with the PEA’s arbitration provision (“Arbitration Provision”), which provides:
ARBITRATION. Excluding any action for injunctive relief only, any
dispute or controversy arising under, out of or in connection with,
or in relation to this Agreement, or any amendment hereof, or the
breach hereof shall be determined and settled by arbitration in
Shelby County, in State, in accordance with the Tenet’s Fair
Treatment Process (“FTP”), a comprehensive method for affording
fair 	procedure 	and 	resolving 	employment-related 	disputes, 	as
detailed in Tenet’s Human Resources Policy and Procedures manual
Policy No. HR.ERW.05, and applying the laws of the State. . . .
Physician 	further 	acknowledges 	receipt 	of 	documentation
regarding the Open Door Policy and Fair Treatment Process,
including 	the 	arbitration 	process, 	prior 	to 	executing 	this
Agreement. . . . 	Arbitration under the Fair Treatment Process is
limited to individual disputes, claims or controversies a court of law
would be authorized or have jurisdiction over to grant relief, and by
agreeing to the use of arbitration to resolve disputes, the parties
agree to forego any right to a jury trial on issues covered by the Fair
Treatment Process. . . . Any award rendered by the arbitrator shall
be final and binding upon each of the parties, and judgment thereof
may be entered in any court having jurisdiction thereof.
(ECF No. 8-2 at PageID 172.) The FTP referenced in the Arbitration Provision
1 On April 11, 2025—the same day Defendants filed their Motion to Compel
Arbitration—Wegner filed an Application and Motion for Temporary Restraining Order and
Preliminary Injunction. (ECF No. 10.) On May 5, 2025, the Court entered an Order denying
Wegner’s Application and Motion for Temporary Restraining Order and Preliminary Injunction,
based on the fact that Wegner lacked both Article III and prudential standing to bring his claims
for extraordinary relief. (ECF No. 28.) On the same day of the entry of this Order, the Court
entered an Order Denying Plaintiff Robert Wegner, M.D.’s Motion for Reconsideration of that
Order. (ECF No. 35.)
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applies to Tenet Healthcare Corporation and its subsidiaries and
affiliates other than Conifer Holdings Inc. and its direct and indirect
subsidiaries (each, an “Affiliate”), any other entity or organization
in which Tenet or an Affiliate owns a direct or indirect equity
interest of greater than 50%, and any entity in which an Affiliate
either manages or controls the day-to-day operations of the entity
(each, a “Tenet Entity”) (collectively, “Tenet”).
(ECF No. 8-3 at PageID 187.) The FTP further provides that it
applies to all employees, regardless of length of service or status,
and the agreement to arbitrate covers all disputes relating to or
arising out of an employee’s employment with the Company or the
termination of employment. . . . Examples of the types of disputes
or claims covered by the FTP and the arbitration agreement include,
but 	are 	not 	limited 	to, 	claims 	for 	wrongful 	termination 	of
employment, breach of contract, . . . tort claims or any other legal
claims and causes of action recognized by local, state or federal law
of regulations. This is a mutual agreement to arbitrate claims which
means that both the employee and the Company are bound to use
the FTP process as the only means of resolving employment-related
disputes, and thereby agree to forego any right they each may have
had to a jury trial on issues covered by the FTP.
(Id. at PageID 188.) Elsewhere, the FTP explains that the term “Company” encompasses Tenet,
“its consolidated subsidiaries, hospitals, healthcare operations and other entities owned or
operated by the Company’s consolidated subsidiaries.” (Id. at PageID 187.) Ultimately,
Defendants argue that Wegner’s claims “fall squarely within the scope of the Arbitration
Agreement and the FTP,” such that Wegner is bound to arbitrate those claims. (ECF No. 8-1 at
PageID 158.)
Wegner counters that the Motion should be denied, as Defendants “seek to force
arbitration of matters clearly within this Court’s purview.” (ECF No. 22 at PageID 446.)
Wegner does not dispute that he entered into an arbitration agreement with St. Francis Physician
Network, but argues “that agreement is expressly limited to the parties who signed it and
contains no language extending its reach to Tenet Physician Resources, Tenet Healthcare
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Corporation, or St. Francis Hospital,” therefore, claims against those Defendants are not subject
to the PEA’s arbitration provision. (Id. at PageID 447.) Wegner asserts that the FTP is not a
signed bilateral agreement, therefore it cannot serve as an independent source of contractual
obligations between him and Defendants. (Id. at PageID 450.) Wegner argues that, at bottom,
although his breach of contract claim against St. Francis Physician Network is subject to
arbitration, none of his other claims, including his claims under EMTALA, under the TPPA, for
tortious interference with business expectancy, and for defamation, are not subject to arbitration
against any Defendant.2
APPLICABLE LAW
The Federal Arbitration Act (“FAA”) “establishes ‘a liberal federal policy favoring
arbitration agreements.’” Epic Sys. Corp. v. Lewis, 584 U.S. 497, 505–06 (2018) (quoting
Moses H. Cone Mem’l Hosp. v. Mercury Constr. Corp., 460 U.S. 1, 24, (1983)). “The FAA
was designed to override judicial reluctance to enforce arbitration agreements, to relieve court
congestion, and to provide parties with a speedier and less costly alternative to litigation.” Stout
v. J.D. Byrider, 228 F.3d 709, 714 (6th Cir. 2000) (citations omitted). “[T]he party resisting
arbitration bears the burden of proving that the claims at issue are unsuitable for arbitration.”
Green Tree Fin. Corp.-Alabama v. Randolph, 531 U.S. 79, 91 (2000).
Under the FAA, arbitration clauses are as “valid, irrevocable, and enforceable” as any
other contractual obligation. 9 U.S.C. § 2. With few exceptions, the FAA applies to
employment contracts. See Cir. City Stores, Inc. v. Adams, 532 U.S. 105, 113 (2001).
2 Wegner correctly asserts that the Arbitration Clause expressly carves out claims for
injunctive relief. (See ECF No. 8-2 at PageID 172.) However, as noted above, the Court
previously determined that Wegner did not have standing to bring those claims. (See supra p. 3
n.1.)
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Nevertheless, “[i]n general, arbitration is a ‘matter of consent,’ and ‘a party cannot be required
to submit to arbitration any dispute which he has not agreed so to submit.’” Mounts v. Midland
Funding LLC, 257 F. Supp. 3d 930, 940 (E.D. Tenn. 2017) (quoting Volt Info. Scis., Inc. v. Bd.
of Trs. of Leland Stanford Junior Univ., 489 U.S. 468, 479 (1989)). So, “[d]espite the liberal
federal policy favoring arbitration agreements, such agreements must not be so broadly
construed as to encompass claims and parties that were not intended by the original contract.”
Id. (citation omitted).
When considering whether to compel arbitration, a court has four tasks. It must: (1)
determine whether the parties agreed to arbitrate; (2) determine the scope of that agreement; (3)
if federal statutory claims are asserted, it must consider whether Congress intended those claims
to be nonarbitrable; and (4) if some, but not all, of the claims in the action are subject to
arbitration, it must determine whether to stay the remainder of the proceedings pending
arbitration. Stout, 228 F.3d at 714.
Ultimately, courts are to examine the language of the contract in light of the strong
federal policy in favor of arbitration, construe any ambiguities in the contract or doubts as to the
parties’ intentions in favor of arbitration. Id. (citations omitted). “Because arbitration
agreements are fundamentally contracts, [courts] review the enforceability of an arbitration
agreement according to the applicable state law of contract formation.” Seawright v. Am. Gen.
Fin. Servs., Inc., 507 F.3d 967, 972 (6th Cir. 2007) (citing First Options of Chicago, Inc. v.
Kaplan, 514 U.S. 938, 943–44 (1995)).
ANALYSIS
Wegner insists that “[t]he threshold issue before this Court is not whether Dr. Wegner’s
claims fall within the scope of an arbitration agreement, but whether such an agreement ever
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existed with the Defendants now seeking to enforce it.” (ECF No. 22 at PageID 447.) In short,
Wegner asserts that the Arbitration Provision he agreed to is applicable only to St. Francis
Physician Network, and not to Tenet Physician Resources, St. Francis Hospital, and Tenet
Healthcare Corporation. Wegner insists that, not only are those entities not signatories to the
PEA, but also that the FTP cannot function to bootstrap them into the PEA’s Arbitration
Provision. (Id.)
Beyond challenging the arbitration agreement’s applicability to Defendants other than
St. Francis Physician Network, Wegner also challenges the agreement’s scope. He asserts that,
other than his breach of contract claim, none of the causes of action in his complaint fall within
the bounds of the agreement. (Id. at PageID 452.) As explained below, the Court concludes
that neither argument carries the day, so that the Arbitration Provision must be enforced.
A. The Non-St. Francis Physician Network Entities Are Covered by the Arbitration
Agreement
The threshold question to be answered is which entities are subject to the PEA’s
Arbitration Provision. According to Defendants, each named Defendant is a wholly-owned
subsidiary of Tenet Health Care Corporation. This assertion, which Plaintiff does not contest, is
supported by the Declaration of Tina Ruth, the Director of Human Resources for Tenet Health,
which is attached to Defendants’ reply. (ECF No. 29-1.) Defendants assert that, because the
FTP policy extends to all Tenet Healthcare Corporation affiliates and subsidiaries, each of the
named Defendants were intended to benefit from the FTP policy provisions and the PEA signed
by Wegner. (ECF No. 29 at PageID 501.) In other words, when Wegner signed the PEA, in
which he agreed that disputes would be arbitrated consistent with Tenet’s FTP, and
acknowledged receipt of the FTP, Defendants assert that he also was bound by the FTP’s terms.
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Wegner counters that the PEA provision that provides that “[n]othing in this Agreement,
either expressly or implicitly, confers, or intends to confer, any rights or remedies upon any
person or entity not a party to this Agreement, except as otherwise specifically stated
herein,” renders any entity other than St. Francis Physician Network LLC, the only signatory to
the PEA other than Wegner, outside of the scope of the Arbitration Provision. (ECF No. 22 at
PageID 448.)
The problem with Wegner’s argument is that, by signing the PEA, he agreed that it
would be read in conjunction with the FTP. Wegner accurately states that, under Tennessee
law, “a party cannot be required to submit to arbitration any dispute which he has not agreed so
to submit.” (ECF No. 22 at PageID 449 (quoting Frizzell Constr. Co. v. Gatlinburg, L.L.C., 9
S.W.3d 79, 84 (Tenn. 1999)).) But to adopt Wegner’s position, the Court would have to ignore
the phrase in the PEA “except as otherwise specifically stated herein.” The plain terms of the
PEA specifically state that Wegner “acknowledges receipt of documentation regarding the Open
Door Policy and Fair Treatment Process, including the arbitration process, prior to executing
this Agreement.” (ECF No. 8-2 at PageID 172.) Wegner’s suggestion that he somehow is not
bound by the terms of the FTP—when he explicitly agreed to be bound by it in the PEA—defies
logic. By signing the PEA and agreeing to be bound by the terms of the FTP, Wegner has
agreed to submit his claims against all of the Defendants listed in the FTP, which encompasses
all of the Defendants here, to arbitration.
Wegner argues that the FTP is a unilateral internal policy, and “[t]here is no evidence
that Dr. Wegner reviewed or agreed to the FTP’s arbitration provisions, and mere reference to
the FTP in the Physician Employment Agreement cannot substitute for mutual assent.” (ECF
No. 22 at PageID 451.) He relies in part on the decision in Hergenreder v. Bickford Senior
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Living Group, LLC, 656 F.3d 411 (6th Cir. 2011), which he contends “is directly analogous” to
his case. (Id. at PageID 450.) But there are several important distinctions between Hergenreder
and this case.
There, Maureen Hergenreder was a nurse who sued her employer for wrongful
termination under the Americans with Disabilities Act. Hergenreder, 656 F.3d at 413. After the
trial court granted the employer’s motion to stay the proceedings and compel arbitration and
dismissed the case, the nurse appealed, asserting that she never agreed to arbitrate her claims.
The Sixth Circuit reversed the district court’s dismissal “[b]ecause there is no indication that
Hergenreder was notified of the existence of the arbitration agreement, much less that she
manifested an intent to agree to its terms.” Id.
The court explained that, when the nurse began her employment, she signed numerous
documents, but it was undisputed “that none of the[] documents mentioned anything about
arbitration.” Id. at 414. Although one of the documents Hergenreder signed was “an
acknowledgment that she had read and understood the terms of [the defendant’s] Employee
Handbook,” the “parties agree[d] that the terms of the Handbook are not part of a contract.” Id.
Nevertheless, the employer contended that the Dispute Resolution Procedure contained within
the employee handbook, which described that employees agreed to arbitrate their claims against
the employer, bound Hergenreder to arbitration.
The Sixth Circuit sided with the employee, explaining that “[t]he objective signs that
[defendant] made Hergenreder an offer to be part of the arbitration agreement are few in
number.” Id. at 418. The court explained that, “[w]ere Hergenreder required to read, or even
notified of the importance of reading, the D[ispute] R[esolution] P[rocedure], the analysis here
might be different.” Id.
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Here the facts are different, as when Wegner signed the PEA he “acknowledge[d]
receipt of documentation regarding the Open Door Policy and Fair Treatment Process, including
the arbitration process, prior to executing this Agreement.” (ECF No. 8-2 at PageID 172.)
Unlike Hergenreder, Wegner was on notice of the FTP and its provisions, and explicitly agreed
to be bound by the arbitration process outlined in it. His statement that “[t]here is no language
in either the PEA or the FTP suggesting that Dr. Wegner agreed to arbitrate disputes with
Tenet’s corporate affiliates,” contradicts the plain language of the documents in the record. As
noted, the FTP “applies to Tenet Healthcare Corporation and its subsidiaries and affiliates other
than Conifer Holdings Inc. and its direct and indirect subsidiaries (each, an “Affiliate”), any
other entity or organization in which Tenet or an Affiliate owns a direct or indirect equity
interest of greater than 50%, and any entity in which an Affiliate either manages or controls the
day-to-day operations of the entity[.]” (ECF No. 8-3 at PageID 187.) Because the PEA
provided that disputes would be arbitrated consistent with FTP, and the plain terms of the FTP
encompassed all of the Defendants here, Wegner’s claims against all of the Defendants are
subject to arbitration.3
B. All of Wegner’s Claims, Not Simply His Claim for Breach of Contract, Are
Arbitrable
Having determined that all of the named Defendants are covered by the claims Wegner
asserts, the remaining question is which of those claims are subject to arbitration. Wegner
3 Wegner also compares the “At-Will Employment” provision in the FTP to a similar
provision from the Employee Handbook in Hergenreder to argue that its language demonstrates
that it is not a contract that could bind him. The FTP provision explains that “[n]othing in the
FTP shall be construed to create a contract of employment, express or implied, nor does the FTP
in any way alter the at-will nature of the employment relationship between the Company and its
employees.” (ECF No. 8-3 at PageID 192.) That provision does not change the fact that Wegner
agreed to be bound by the FTP’s terms.
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concedes that the breach of contract claim, which is asserted only against St. Francis Physician
Network, is arbitrable. But he asserts that his claims for retaliation under EMTALA, violation
of the TPPA, and tortious interference with business expectancy, which are asserted against all
Defendants, and his claim for defamation, which is asserted against St. Francis Hospital and
Tenet, are not arbitrable. Each of those claims is addressed below.
1. 	Wegner’s Claims Under EMTALA Are Arbitrable
Wegner asserts that federal courts have “recognized the supremacy of EMTALA’s
whistleblower protections,” which “supports the conclusion that EMTALA retaliation claims
are likewise not subject to private arbitration agreements when doing so would frustrate the
statute’s objectives.” (ECF No. 22 at PageID 452–53 (citing Brooks v. Maryland General
Hospital, Inc., 996 F.2d 708 (4th Cir. 1993)).)
Defendants counter that Wegner “fails to cite any case law which actually supports his
assertion that his claim of EMTALA retaliation is not subject to arbitration,” the EMTALA
statute itself contains no such provision, and that, ultimately, the EMTALA whistleblower claim
“is subject to arbitration because it essentially is a controversy related to the termination of
Plaintiff’s employment.” (ECF No. 29 at PageID 503–04.)
Wegner’s reliance on Brooks is unpersuasive. The question the Fourth Circuit
addressed in that case was “whether a plaintiff seeking relief under EMTALA must first pursue
arbitration required by state law for medical malpractice claims.” 996 F.2d at 710. The court
explained that it “question[ed] whether any state law, substantive or procedural, can defeat a
federally created cause of action absent some express or implied incorporation of the state law
in the federal act,” and ultimately “conclude[d] that a claim under EMTALA would not in any
event be within the scope of the Maryland Malpractice Act and therefore would not need to be
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arbitrated in accordance with its terms.” Id. The holding from Brooks does not support
Wegner’s contention that “[a]rbitrating EMTALA retaliation claims would directly undermine
the statute’s fundamental purpose.” (ECF No. 22 at PageID 453.)
The Court also finds persuasive the reasoning from Turcotte v. Baptist Healthcare of
Oklahoma, Inc., the out-of-circuit case cited by Defendants. In that case, the court concluded
that the plaintiff’s EMTALA whistleblower claim was subject to the arbitration provision of her
employment agreement. No. 05CV0323, 2005 WL 2789208, at *1 (N.D. Okla. Oct. 19, 2005).
The employment agreement included similarly broad language to the agreements Wegner
entered into here, subjecting “any controversy or claim arising out of, or in connection with, this
Agreement, or any breach or asserted breach thereof,” to arbitration. Id. at *2. Relying on the
FAA and the “closely analogous” Oklahoma Uniform Arbitration Act, the court concluded that,
given the terms of the employment agreement, along with the strong state and federal policies
favoring arbitration, the EMTALA claims were subject to arbitration. Id. at *3. That finding is
equally applicable here.
Moreover, as the FTP itself acknowledges, certain “non-waivable statutory claims,” are
not subject to exclusive review under the FTP, including “claims within the jurisdiction of the
National Labor Relations Board, wage claims within the jurisdiction of a local or state labor
commissioner, or administrative agency charges before the Equal Employment Opportunity
Commission or similar local or state agencies[.]” (ECF No. 29 at PageID 502.) The fact that
the FTP does not include EMTALA claims as among those that are non-waivable is not
dispositive, of course, but, as Defendants assert, there is nothing in EMTALA’s statutory
language that would support that conclusion. Given the foregoing, Wegner’s EMTALA claims
against all Defendants are subject to arbitration.
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2. 	Wegner’s Claims Under the TPPA Are Arbitrable
Just as Wegner’s EMTALA claims are subject to arbitration, so, too, his claims under
the TPPA. Wegner argues that the TPPA “embodies significant public policy interests and
provides an additional substantive remedy to protect constitutional rights,” and that it is
“explicitly intended to supplement remedies available under common law, statutory law,
constitutional law, and the Tennessee Rules of Civil Procedure.” (ECF No. 22 at PageID 454.)
Ultimately, Wegner argues, the TPPA’s “broad construction reflects the Tennessee legislature’s
intent to protect these vital public interests against private contractual waivers.” Id.
Defendants counter that Wegner “cannot avoid arbitration because he asserts that the
statute is intended to effectuate public policy,” and that “[h]e cites no case law in which a court
has held that a TPPA claim is exempt from mandatory arbitration by nature of the interest
protected by the TPPA.” (ECF No. 29 at PageID 504.)
The Court does not challenge Plaintiff’s assertion that “[t]he TPPA safeguards
fundamental constitutional rights, including the rights to petition, to speak freely, to associate
freely, and to participate fully in government.” (ECF No. 22 at PageID 454.) But it does not
necessarily follow that the Tennessee legislature intended to bring TPPA claims outside of the
realm of arbitration. Plaintiff has identified no authority to support such a conclusion, and at
least one of the cases cited by Defendants explicitly rejects the position. See Martin v. WM
Middle Tennessee Env’t Ctr., LLC, No. 23-CV-01343, 2024 WL 1723047, at *2 (M.D. Tenn.
Apr. 22, 2024) (concluding that an employment agreement that “explicitly state[d] that the
arbitration agreements cover disputes over the arbitrability of claims for violations of any state
or federal laws” rendered claims under the TPPA arbitrable). The language in the employment
agreement at issue in Martin resembles the broad language found in the FTP here, which
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explains that “[e]xamples of the types of disputes or claims covered by the FTP and the
arbitration agreement include, but are not limited to, claims for wrongful termination of
employment, breach of contract, . . . tort claims or any other legal claims and causes of action
recognized by local, state or federal law of regulations.” (ECF No. 8-3 at PageID 188.) The
Court is unwilling to read into the TPPA language such claims are removed from being
arbitrated, given the agreement among parties. Therefore, Wegner’s TPPA claims against all
Defendants are subject to arbitration.
3. 	Wegner’s Claims for Tortious Interference with Business Expectancy and
Defamation Are Arbitrable
Wegner asserts that neither his tortious interference with business expectancy nor his
defamation claims are arbitrable because both arise from post-termination actions by Defendants.
Wegner argues that “Courts generally decline to compel arbitration of tort claims based on post-
employment conduct absent clear and unmistakable contractual language requiring it—and no
such language exists here.” (ECF No. 22 at PageID 455, 457.) According to Wegner, “[w]hile
some courts have compelled arbitration of post-termination tort claims, those cases involve
arbitration clauses with expressly broad language covering disputes about the enforcement or
interpretation of the agreement.” (Id. at PageID 456.)
Defendants counter that, not only is the contractual language broad enough to
encompass such claims, but also that “there is no way Plaintiff can logically assert that his
‘tortious interference with business expectancy’ claim and his defamation claim are not
‘relat[ed] to or arising out of . . . the termination of [his] employment’ and thus clearly covered
by the FTP Policy.” (ECF No. 29 at PageID 504.)
As a starting point, the FTP’s language citing “tort claims” is likely broad enough to
encompass Wegner’s tortious interference and defamation claims. But even if it were not, the
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allegations in those two counts demonstrate that they are inextricably intertwined with his
termination. Wegner asserts that “Defendants intentionally interfered with” his relationships
with his existing and future bariatric patients “by denying him access to patients and records,
falsely characterizing his departure, and installing unqualified personnel to assume his
responsibilities.” (ECF No. 1 at PageID 23.) Similarly, in his claim for defamation, Wegner
alleges that Defendants damaged him “in the way that his termination was handled and
the lack of communication, external and internal transparency, and without adequate or
reasonable transition and external communication published defamatory messages to the
Memphis and National medical communities, which will have permanent, severe, and
devastating professional and financial harms and losses to Dr. Wegner.” (Id. at PageID 24.)
Neither of the out-of-circuit cases Wegner cites involved similarly intertwined claims.
See Dean Witter Reynolds, Inc. v. Ness, 677 F. Supp. 866 (D.S.C. 1988); Fontana v. Southeast
Anesthesiology Consultants, P.A., 729 S.E.2d 80, 87 (N.C. App. 2012). Even more important,
the Sixth Circuit concluded in Aspero v. Shearson Am. Exp., Inc., 768 F.2d 106 (6th Cir. 1985),
that similar tort claims, there, for defamation, invasion of privacy, and intentional infliction of
emotional distress, were subject to arbitration. The court concluded that, even though the
plaintiff’s claims were based on actions that happened after her termination, they were covered
by the clause in her employment agreement that incorporated4 an obligation to arbitrate “[a]ny
controversy . . . arising out of the employment or termination of employment.” Id. at 107.
4 The plaintiff in Aspero was employed as a broker in the Memphis office of Shearson
American Express. Her employment agreement provided that she would be bound by the rules
of the organizations with which she registered. 768 F.2d at 107. She was registered with the
New York Stock Exchange, which had a rule that “[a]ny controversy between a registered
representative and any member or member organization arising out of the employment or
termination of employment of such registered representative by and with such member or
member organization shall be settled by arbitration.” Id.
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Wegner’s claims are arguably even more intertwined with his employment than the
claims at issue in Aspero, and more closely timed to his termination. Because they are, the
tortious interference and defamation claims, like the rest of Wegner’s claims, are subject to
arbitration.
CONCLUSION
Consistent with the foregoing, all of the Defendants are covered by the arbitration clause
found in the PEA and FTP. Similarly, each of the claims in Wegner’s complaint are subject to
arbitration. Accordingly, to the extent Defendants seek to compel arbitration of Wegner’s
claims, their Motion is GRANTED.
However, to the extent that Defendants seek to dismiss the case, the Motion is
DENIED. Section 3 of the FAA provides that, “when any issue in a suit is subject to
arbitration, the court ‘shall on application of one of the parties stay the trial of the action until
such arbitration has been had in accordance with the terms of the agreement, providing the
applicant for the stay is not in default in proceeding with such arbitration.’” Smith v. Spizzirri,
601 U.S. 472, 476 (2024). So, “[w]hen a federal court finds that a dispute is subject to
arbitration, and a party has requested a stay of the court proceeding pending arbitration, the
court does not have discretion to dismiss the suit on the basis that all the claims are subject to
arbitration.” Id. at 475–76.
Plaintiff opposed the motion to compel arbitration, but did not directly address whether
the matter should be stayed or dismissed upon a finding that the claims in this matter are
arbitrable. Although Plaintiff has not moved to stay the matter pending arbitration, the Court
nevertheless STAYS the matter, pending the outcome of the arbitration. If the Parties agree that
the matter should instead be dismissed, they shall notify the Court within seven days of the
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entry of this Order. Otherwise, the matter will remain stayed pending the outcome of the
arbitration. The Parties shall notify the Court within thirty days of the conclusion of the
arbitration of the status of the case.
IT IS SO ORDERED, this 17th day of February, 2026.
s/ Sheryl H. Lipman
SHERYL H. LIPMAN
CHIEF UNITED STATES DISTRICT JUDGE
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