Michael Leit v. Aspirus Medical Group, Inc.

United States Court of Appeals
For the Seventh Circuit
Chicago, Illinois 60604
Argued January 19, 2024
Decided December 23, 2025
Before
AMY J. ST. EVE, Circuit Judge
THOMAS L. KIRSCH II, Circuit Judge
JOHN Z. LEE, Circuit Judge
No. 23-1861
MICHAEL LEIT,
Plaintiff-Appellant,
v.
ASPIRUS MEDICAL GROUP, INC.,
Defendant-Appellee.
Appeal from the United States District
Court for the Western District of
Wisconsin.
No. 3:22-cv-79
Stephen L. Crocker,
Magistrate Judge.
O R D E R
Michael Leit, an orthopedic surgeon, was hired by Aspirus Medical Group, Inc.
in May 2019 and commenced his employment in October of that year. After ten months,
however, a medical condition prevented Leit from working. Once Leit was unable to
work, he requested and was granted benefits under Aspirus’s short-term disability
plan. Leit remained unable to work in any capacity through at least May 2021 when
Aspirus ended his employment, citing the termination provision in his employment
NONPRECEDENTIAL DISPOSITION
To be cited only in accordance with F ED. R. APP . P. 32.1

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No. 23-1861 Page 2
contract. This led Leit to file a civil suit, under our diversity jurisdiction, against Aspirus
for, among other things, breach of contract under Wisconsin law.
After discovery, Aspirus moved for summary judgment as to liability and
damages, and Leit cross-moved for partial summary judgment as to liability. The
district court granted Aspirus’s motion and denied Leit’s cross-motion. Leit appeals.
Because we find no error in the district court’s reasoning, we affirm.
I. Background
Aspirus hired Leit on May 29, 2019, as an orthopedic surgeon and to serve as the
Regional Program Development Medical Director at Aspirus Langlade Hospital in
Antigo, Wisconsin. He moved from New York to Wisconsin and began working for
Aspirus on October 1, 2019.
As part of Leit’s employment package, Aspirus provided him with the ability to
seek leave under the company’s short-term disability plan (STD), which it self-funded
and administered. Aspirus also furnished Leit with long-term disability insurance
(LTDI) through the Lincoln National Life Insurance Company (Lincoln).
Leit had been diagnosed with a serious health condition earlier in 2019, and, less
than a year into his tenure with Aspirus, he began experiencing increasingly severe
symptoms related to that illness. Concerned, Leit contacted his primary care physician
in August 2020 and was instructed to stop working immediately and return to New
York to rest and recover. And so, Leit requested short-term leave under Aspirus’s STD
plan.
The STD plan states that a “[p]erson is considered ‘disabled’ when the Plan
Administrator determines that they cannot perform any of the essential functions of
their occupation as before the disability due to non-work related illness or injury and
are unable to be accommodated at another job within the company.” Based on the
information Leit and his doctor provided, Aspirus determined that Leit qualified and
approved Leit’s request as of August 27, 2020.
Leit also had purchased two other long-term disability insurance policies on his
own. Upon receiving his claim, both insurers determined that Leit was disabled and
provided him with long-term disability benefits while he was on short-term leave from
Aspirus.

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No. 23-1861 Page 3
Due to his continuing ailments, Leit asked Aspirus to extend his short-term leave
multiple times, and Aspirus agreed. As the extensions came and went, Leit’s health
unfortunately did not improve. And when Leit’s STD benefits expired for the final time
in February 2021, he sought long-term disability benefits under Lincoln’s LTDI policy.
The LTDI policy required Aspirus’s employees to satisfy, among other
requirements, an initial waiting period before they could enroll for coverage. For
physicians, the waiting period comprised 12 months of continuous Active Work,
defined as “full-time performance of all [m]ain [d]uties of his or her [o]wn [o]ccupation,
for the regularly scheduled number of hours.” Put simply, before seeking benefits
under the LTDI plan, Leit needed to work at his job on a full-time basis for 12
continuous months.
Based on Leit’s short tenure at Aspirus, Lincoln denied his application for LTDI
on the grounds that he had not satisfied the waiting-period requirement. Lincoln never
reached the question of whether Leit’s health condition qualified him as being
“disabled” under the policy. Leit appealed the decision, but Lincoln denied it on the
same basis.
After determining that Leit had exhausted every type of available leave and was
still unable to return to work, Aspirus ended Leit’s employment on May 5, 2021. In
doing so, it invoked Section 6.1.3 of Leit’s employment contract, which provided that
the agreement “shall terminate … [u]pon the Physician’s death or the determination of
being ‘disabled.’” “Disabled, and the procedures for being determined disabled,” the
provision continued, “shall be defined in the disability insurance policy provided by
Aspirus hereunder.”
It is undisputed that the “disability insurance policy” in Section 6.1.3 was a
reference to Lincoln’s LTDI policy. That policy, in turn, defines “Total Disability” and
“Totally Disabled” as follows (the capitalized terms are further defined in the policy
document):
1. During the Elimination Period and Own Occupation Period, it
means that due to an Injury or Sickness the Insured Employee is
unable to perform each of the Main Duties of his or her Own
Occupation.

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No. 23-1861 Page 4
2. After the Own Occupation Period, it means that due to an Injury
or Sickness the Insured Employee is unable to perform each of the
Main Duties of any Gainful Occupation.
Based upon the information it had received from Leit and his physician, the
company determined that Leit was “totally disabled” as that term appears in the LTDI
policy and terminated his contract under Section 6.1.3. Leit, for his part, points to the
clause in Section 6.1.3—“the procedures for being determined disabled[ ] shall be
defined in the disability insurance policy”—and insists that it is Lincoln (and not
Aspirus) that must make the determination of disability before he can be terminated.
And, here, because Lincoln did not do so, Leit argues, Section 6.1.3 does not apply.
II. Discussion
We review the district court’s grant of summary judgment in favor of Aspirus de
novo, viewing all facts and making all reasonable inferences in the light most favorable
to Leit. Nelson v. Town of Paris, 78 F.4th 389, 395 (7th Cir. 2023).
Under Wisconsin law, which the parties agree applies here, “[t]o prevail on a
breach of contract theory, [a plaintiff] must establish that a contract exists, the terms of
the contract, and the breach of a duty under the contract.” Loth v. City of Milwaukee, 758
N.W.2d 766, 768 (Wis. 2008). The material facts of this case are not disputed. Instead, the
parties’ disagreement boils down to the meaning of the phrase “the procedures for
being determined disabled” in Section 6.1.3.
As noted, Leit interprets this phrase to mean that his employment can only be
terminated due to disability if and when Lincoln (as opposed to Aspirus) determines
that he is disabled. And, because the insurer has not done so, he posits, Section 6.1.3
does not apply, and Aspirus’s decision to terminate him violated the terms of his
employment contract.
In response, Aspirus contends that Section 6.1.3 permitted Leit’s termination
because he was undisputedly disabled within the meaning of the LTDI policy. As the
company sees it, Section 6.1.3 requires only that a determination of disability be based
on the definition found in the LTDI; it says nothing about who must make that
determination.

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“Contract language is construed according to its plain or ordinary meaning,
consistent with what a reasonable person would understand the words to mean under
the circumstances.” Ash Park, LLC v. Alexander & Bishop, Ltd., 866 N.W.2d 679, 685 (Wis.
2015) (footnotes omitted). But the terms cannot be read in isolation; context is
important. See Crown Life Ins. Co. v. LaBonte, 330 N.W.2d 201, 206 (Wis. 1983) (“It is a
cardinal rule of contract construction that the meaning of a particular provision in a
contract is to be ascertained with reference to the contract as a whole ….”) (citation
omitted). Here, after considering the disputed language in the context of the
employment agreement and the LTDI policy, we conclude that Leit’s interpretation of
Section 6.1.3 is untenable.
We first turn to Leit’s reliance on the clause “the procedures for being
determined disabled[ ] shall be defined in the disability insurance policy.” According to
Leit, because the procedures described in the LTDI policy only contemplate Lincoln as
the entity making the disability determination, this means that Aspirus must obtain
such a finding from Lincoln before invoking Section 6.1.3. The problem with this theory
is that it does not match up with the actual provisions in the policy; nowhere does the
policy describe the manner in which Lincoln is to make a disability determination. Leit
points to the claims procedures contained in the policy, but these procedures merely
outline the requirements an individual must satisfy when submitting a claim. They do
not explain how Lincoln must go about determining an individual’s disability status in
the event a claim is made (or whether Lincoln even has an obligation to do so).
Second, Leit argues that adopting Aspirus’s construction of Section 6.1.3 would
render the clause mere surplusage, a result that must be avoided when possible. Md.
Arms Ltd. P’ship v. Connell, 786 N.W.2d 15, 25 (Wis. 2010). But, as Aspirus notes, the
clause can reasonably be interpreted to mean that Aspirus must go through the process
of assessing whether an individual satisfies the various components of being disabled
as defined in the LTDI policy.
By contrast, Leit’s construction would lead to anomalous results. Take this case.
There is no dispute that Leit could not perform the duties of a physician when Aspirus
terminated his contract. Yet, Leit would have Aspirus maintain his full-time status just
because Lincoln (a third-party over which Aspirus has no control) decided to base its
claim decision on a factor unrelated to Leit’s health. Nor does Leit explain what
mechanism Aspirus might have had at its disposal to request such a determination from
Lincoln.

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The incongruity of Leit’s position is further illustrated by another example.
Consider an employee who becomes disabled after working at Aspirus for only one
month. This employee might not submit a LTDI claim to Lincoln at all because he does
not believe he would qualify. Under this scenario, it is difficult to see (nor does Leit
explain) how Aspirus could force Lincoln to make a disability determination at all.
Thus, under Leit’s approach, Aspirus would be obliged to maintain this individual on a
full-time basis even though he is unable to work. Wisconsin law precludes adopting a
construction of Section 6.1.3 that would lead to such an irrational outcome. See Bethke v.
Auto-Owners Ins. Co., 825 N.W.2d 482, 484 (Wis. 2013) (rejecting a contract interpretation
that “leads to an absurd result”); State ex rel. Sielen v. Cir. Ct. for Milwaukee Cnty., 499
N.W.2d 657, 659 (Wis. 1993) (requiring construction that “avoid[s] an absurd or
unreasonable result”).*
* * *
The judgment of the district court is AFFIRMED.
* Finally, Leit contends that the district court failed to comply with Seventh Circuit Rule 50, which
requires district courts to provide reasons when resolving claims on the merits. But the record does not
support such an argument. In fact, we believe that the district court’s order adequately sets out the
reasons for its decision granting Aspirus’s motion and denying Leit’s.

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