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Bertroche v. Mercy Physican Associates, Inc.

United States District Court, N.D. Iowa, Cedar Rapids Division

September 11, 2019

SHARON BERTROCHE, M.D; GINA PERRI, M.D.; and ARLEEN ZAHN-HAUSER, M.D., Plaintiffs,
v.
MERCY PHYSICIAN ASSOCIATES, INC., Defendant. MERCY PHYSICIAN ASSOCIATES, INC., Counter Claimant,
v.
GINA PERRI, M.D.; and ARLEEN ZAHN-HAUSER, M.D., Counter Defendants.

          MEMORANDUM OPINION AND ORDER

          C.J. Williams, United States District Judge.

         TABLE OF CONTENTS

         I. PROCEDURAL AND FACTUAL BACKGROUND ................................. 3

         II. MOTION TO STRIKE ..................................................................... 8

         III. SUMMARY JUDGMENT STANDARD ............................................... 9

         IV. SUMMARY JUDGMENT ANALYSIS ................................................ 11

         A. Equal Pay Act ...................................................................... 11

         1. Sex-Based “Wage Rates” ................................................. 12

         2. “Equal Work” .............................................................. 16

         B. Damages ............................................................................. 19

         1. Equal Pay Act Damages .................................................. 19

         2. Breach of Contract and Iowa Wage Payment Collection Law Damages ..................................................................... 22

         a. Generalized Arguments ........................................... 23

         b. Individualized Arguments ........................................ 27

         i. Damage Disclosures ...................................... 27

         ii. Inadequate Staff ........................................... 29

         iii. Dr. Zahn-Hauser's Breach of Contract Claims ...... 35

         C. Summary Judgment Conclusion ................................................. 44

         V. DECERTIFICATION ..................................................................... 44

         A. Legal Background .................................................................. 44

         B. Discussion ........................................................................... 47

         VI. CONCLUSION ............................................................................. 57

         This matter is before the Court on Mercy Physician Associates, Inc.'s (“defendant”) Motion for Summary Judgment (Doc. 85) and on defendant's Motion to Decertify the Collective Action (Doc. 86). Sharon Bertroche, Gina Perri, and Arleen Zahn-Hauser (collectively, “plaintiffs”) timely resisted both motions (Docs. 92 (resistance to motion to decertify); 100 (resistance to motion for summary judgment)), and defendant timely filed reply briefs in support of each motion (Docs. 98 (reply in support of motion to decertify); 110 (reply in support of motion for summary judgment)). Defendant also filed an erratum to correct an error that appeared in its brief in support of the motion to decertify. (Doc. 89). Plaintiffs' Motion to Strike Testimony of Dr. Mary Dunn Baker from Defendant's Motion for Summary Judgment is also before the Court. (Doc. 114). Defendant timely resisted plaintiffs' motion to strike. (Doc. 116). The Court heard oral argument on August 23, 2019. For the following reasons, defendant's Motion for Summary Judgment (Doc. 85) is granted in part and denied in part, defendant's Motion to Decertify the Collective Action (Doc. 86) is granted, and plaintiffs' Motion to Strike (Doc. 114) is denied.

         I. PROCEDURAL AND FACTUAL BACKGROUND

         On November 3, 2016, plaintiff Sharon Bertroche, M.D., filed a state court petition against defendant alleging a violation of the Iowa Wage Payment Collection Law, Iowa Code Chapter 91A, and a claim for breach of contract. (Doc. 4). On April 27, 2018, Dr. Bertroche amended her state court petition to add a claim for violation of the federal Equal Pay Act, Title 29, United States Code, Section 206(d)(1). (Doc. 6). After Dr. Bertroche added the federal claim, defendant removed the action to this Court on the basis of federal question jurisdiction. (Doc. 1). Subsequently, Dr. Bertroche filed a motion to conditionally certify a collective action under Title 29, United States Code, Section 216(b). (Doc. 14). The Court granted that motion to the extent Dr. Bertroche sought conditional certification. (Doc. 38, at 7). In connection with the conditional certification, the Court extended certain scheduling deadlines, including the deadlines to add parties and amend pleadings. (Doc. 41, at 5-6). Plaintiff Gina Perri, M.D., and Arleen Zahn-Hauser, M.D., each timely filed a “consent to become a party plaintiff to the claim under the Equal Pay Act, 29 U.S.C. 206(d)(1)” in this case.[1] (Docs. 44, 46).

         Dr. Bertroche subsequently moved for leave to file a second amended complaint naming Drs. Perri and Zahn-Hauser as additional plaintiffs on the Equal Pay Act claim (Doc. 47), and the Court granted the motion (Doc. 48). The motion was premised on the Court's previous conditional certification and did not seek leave to add Drs. Perri and Zahn-Hauser as plaintiffs on either of the other two claims. Plaintiffs later filed another motion to amend the complaint under Federal Rule of Civil Procedure 15, that time seeking, among other things, leave “to add additional factual allegations and allegations against [defendant], including . . . breach of contract and wage claims against [defendant] on behalf of Dr. Perri and Dr. Zahn-Hauser.” (Doc. 58, at 1-2). The Court granted plaintiffs' motion (Doc. 61), and the Third Amended Complaint (“complaint”) was docketed and remains the operative complaint (Doc. 62). In re Atlas Van Lines, Inc., 209 F.3d 1064, 1067 (8th Cir. 2000) (“It is well-established that an amended complaint super[s]edes an original complaint and renders the original complaint without legal effect.” (citation omitted)).

         Plaintiffs are all female physicians, each of whom entered into a “Primary Care Physician Employment Agreement” with defendant. (Docs. 62, at 1-2, 7; 63, at 1-3, 12). Under those agreements, each plaintiff worked for defendant as a family practice physician. (Docs. 62, at 7; 63, at 12). The agreements provide that certain administrative responsibilities were delegated to defendant:

Office space, equipment, furniture, supplies, etc.
[Defendant] shall provide or arrange to provide office space for Physician . . ., which shall be furnished with all equipment, furniture, supplies and materials reasonably necessary for Physician to perform the duties required hereunder. Moreover, [defendant] shall provide or arrange to provide the repairs and support services for said equipment and furniture.
Office staff and administrative services.
(a) [Defendant] shall provide or arrange to provide and administratively supervise all personnel reasonably necessary to staff the Clinic, including an office manager, nurses, receptionists, transcriptionists and bookkeepers. [Defendant] agrees to consult with Physician with regard to the quantity, qualifications, hiring, evaluation, discipline and termination of said personnel.
(b) [Defendant] shall provide or arrange to provide all administrative services reasonably necessary for the operation of [Physician's Clinic], including but not limited to personnel management and training, up-to-date policy and procedure manuals, quality improvement and risk management services, billing and collections, accounts payable, office financial reports and statistical information, and promotion of [defendant's] network in the community.
Physicians and Physician Extenders.
[Defendant] shall use its best efforts to employ those qualified physicians and physician extenders reasonably necessary to assist Physician in the performance of the duties required hereunder and to provide coverage for Physician during time off duty.

(Docs. 85-3, at 40-41 (Dr. Bertroche's contract); id., at 138 (Dr. Perri's contract); id., at 203-04 (Dr. Zahn-Hauser's contract) (paragraph enumerations omitted)).

         Dr. Bertroche worked for defendant from 1995 through 2016 (Docs. 105, at 1; 110-1, at 1), Dr. Perri worked for defendant from 2007 through 2017 (Docs. 105, at 1; 110-1, at 1), and Dr. Zahn-Hauser worked for defendant from 2006 through 2019 (Docs. 105, at 1; 110-1, at 1). At least three male physicians also worked for defendant over the course of approximately the same time period. (Docs. 105, at 1-2; 110-1, at 2). Of those three male physicians, two are family practice physicians.[2] (Docs. 105, at 1-2; 110-1, at 2).

         The three male physicians, like plaintiffs, each signed a “Primary Care Physician Employment Agreement” with defendant. (Docs. 105, at 2; 110-1, at 2). The agreements-those signed by plaintiffs and those signed by the male physicians-all contained the same list of “Primary Care Physicians' Duties, ” and each agreement used the same “Team Bonus Model” compensation program. (Docs. 105, at 2; 110-1, at 2-3). Plaintiffs assert that even though all of defendant's primary care physicians “performed the same basic job duties of examining, evaluating[, ] and treating [defendant's] patients” (Doc. 105, at 2), defendant paid its female physicians, including plaintiffs in this case, less than defendant paid its male physicians for substantially equal work in violation of the Equal Pay Act (Docs. 62, at 7-9; 105, at 2-5). In direct response to allegations under the Equal Pay Act, defendant asserts the following affirmative defense:

Plaintiffs' compensation was marginally different from that of comparable physicians, with differences attributed to their individual and voluntary practice decisions within an evenly applied compensation formula. The physician compensation formula agreed to by [p]laintiffs is evenly applied across physicians and results in compensation based upon quantity and quality of production, including practice revenue minus practice expenses. Defendant does not utilize gender in any manner as a factor for compensation, and allows individual [physicians] flexibility to practice medicine. The disparate practice choices between [p]laintiffs and other physicians of both genders[ ] result in a difference in job compensation.

(Doc. 63, at 19). That is, although defendant acknowledges that each physician received a different amount of total compensation, defendant contends that those differences were based on each physician's specific practice[3] and were not based on a difference in the factors used to calculate compensation between men and women. (See Doc. 85-1, at 6-8).

         When plaintiffs amended their complaint under Federal Rule of Civil Procedure 15, Drs. Perri and Zahn-Hauser each asserted two additional claims in their own names individually. (Doc. 62, at 9-12). Each of those two plaintiffs asserted a claim for breach of her employment agreement and for violation of the Iowa Wage Payment Collection Law, Iowa Code Chapter 91A. (Id.). Under Iowa Code Chapter 91A, Drs. Perri and Zahn-Hauser each seek, in part, unpaid wages and liquidated damages. (Id., at 9-11).

         Defendant now seeks summary judgment on all claims, except for a liquidated damages claim that Dr. Bertroche has asserted under her Chapter 91A claim. (Doc. 85, at 1). As to the Equal Pay Act claim, defendant moves for summary judgment on two different bases, both of which contain significant legal and factual overlap. First, defendant argues that plaintiffs cannot establish a prima facie case of sex discrimination because plaintiffs cannot show that female physicians were compensated at a different rate of pay than male physicians. (Doc. 85-1, at 5-15). Alternatively, defendant argues that it has satisfied the affirmative defense set forth above and, specifically, that defendant has shown “that physicians were paid under a system that measured earnings by production quantity and quality using physician revenue, cost, and profits.” (Doc. 85-1, at 15). Finally, defendant argues that all of the claims on which defendant moves must be dismissed because plaintiffs have failed to come forward with a cognizable theory of damages. (Id., at 19-31). Defendant has also filed a motion to decertify the collective action. (Doc. 86). After considering plaintiffs' motion to strike, the Court will first address defendant's arguments under the Equal Pay Act and will then turn to defendant's damages arguments before, finally, addressing whether to decertify the collective action. See Ahle v. Veracity Research Co., 738 F.Supp.2d 896 (D. Minn. 2010) (considering motion for summary judgment before addressing motion for decertification).

         II. MOTION TO STRIKE

         Plaintiffs seek to have Mary Dunn Baker, Ph.D.'s expert witness report stricken from the summary judgment record under Federal Rule of Civil Procedure 12(f). (Doc. 114). In support, plaintiffs assert that, through no fault of their own, they have been unable to depose Dr. Baker and have been prejudiced by their inability to do so. (Id., at 2-3). Plaintiffs further assert that defendant's “failure to produce” Dr. Baker to be deposed “violates [p]laintiffs' right of due process.” (Id., at 2).

         Plaintiffs filed their motion after summary judgment briefing had closed. Before they filed their resistance, plaintiffs knew they would be doing so without having deposed Dr. Baker. Indeed, Dr. Baker's deposition was initially scheduled to take place several days before plaintiffs' deadline to file their resistance, but defense counsel cancelled that deposition one week before plaintiffs were due to file their resistance. See LR 56(b) (permitting a party 21 days to resist a motion for summary judgment); Docs. 85 (motion for summary judgment, filed on June 13, 2019), 114-2, at 1 (email from defense counsel dated June 28, 2019, cancelling the deposition scheduled for July 1, 2019). Plaintiffs did not, however, raise this issue before filing their resistance, or at the time they filed their resistance. The parties rescheduled Dr. Baker's deposition to take place after summary judgment briefing had closed (see Doc. 114, at 2), [4] and it was only after this rescheduled deposition was cancelled that plaintiffs raised the prejudice issue. If plaintiffs thought prejudice would result from their inability to depose Dr. Baker before resisting defendant's motion for summary judgment, plaintiffs should have raised this issue at the time they filed their resistance, at the latest. The Court fails to see how, under these circumstances, prejudice arose from the second cancellation of Dr. Baker's deposition.

         The Court enjoys “liberal discretion under Rule 12(f).” Nationwide Ins. Co. v. Cent. Mo. Elec. Co-op., Inc., 278 F.3d 742, 748 (8th Cir. 2001). “Motions to strike under [Rule] 12(f) are viewed with disfavor and are infrequently granted.” Lunsford v. United States, 570 F.2d 221, 229 (8th Cir. 1977) (citation omitted). Here, the Court will not strike Dr. Baker's report from the summary judgment record. Plaintiffs knew, one full week before filing their resistance, of the potential prejudice that may result from crafting their resistance without having deposed Dr. Baker. Even so, plaintiffs did not claim prejudice at that time, or at any time thereafter, until after summary judgment briefing had closed, nor did plaintiffs seek an extension of the deadline to file their resistance on this basis.[5] Plaintiffs' motion to strike (Doc. 114) is denied.

         III. SUMMARY JUDGMENT STANDARD

         Summary judgment is appropriate when “the movant shows that there is no genuine dispute as to any material fact and the movant is entitled to judgment as a matter of law.” Fed.R.Civ.P. 56(a). When asserting that a fact is undisputed or is genuinely disputed, a party must support the assertion by “citing to particular parts of materials in the record, including depositions, documents, electronically stored information, affidavits or declarations, stipulations . . ., admissions, interrogatory answers, or other materials.” Fed.R.Civ.P. 56(c)(1)(A); see Celotex Corp. v. Catrett, 477 U.S. 317, 322 (1986). Alternatively, a party may “show[ ] that the materials cited do not establish the absence or presence of a genuine dispute, or that an adverse party cannot produce admissible evidence to support the fact.” Fed.R.Civ.P. 56(c)(1)(B). More specifically, “[a] party may object that the material cited to support or dispute a fact cannot be presented in a form that would be admissible in evidence.” Fed.R.Civ.P. 56(c)(2).

         A fact is “material” if it “might affect the outcome of the suit under the governing law . . ..” Anderson v. Liberty Lobby, Inc., 477 U.S. 242, 248 (1986) (citation omitted). “An issue of material fact is genuine if it has a real basis in the record, ” Hartnagel v. Norman, 953 F.2d 394, 395 (8th Cir. 1992) (citation omitted), or “when a reasonable jury could return a verdict for the nonmoving party on the question, ” Wood v. DaimlerChrysler Corp., 409 F.3d 984, 990 (8th Cir. 2005) (internal quotation marks and citation omitted). Evidence that presents only “some metaphysical doubt as to the material facts, ” Matsushita Elec. Indus. Co. v. Zenith Radio Corp., 475 U.S. 574, 586 (1986), or evidence that is “merely colorable” or “not significantly probative, ” Anderson, 477 U.S. at 249-50, does not make an issue of fact genuine. In sum, a genuine issue of material fact requires “sufficient evidence supporting the claimed factual dispute” that it “require[s] a jury or judge to resolve the parties' differing versions of the truth at trial.” Id. at 249 (citation and internal quotation marks omitted).

         The party moving for summary judgment bears “the initial responsibility of informing the district court of the basis for its motion and identifying those portions of the record which show a lack of a genuine issue.” Hartnagel, 953 F.2d at 395 (citation omitted). Once the moving party has met this burden, the nonmoving party must go beyond the pleadings and by depositions, affidavits, or other evidence designate specific facts showing that there is a genuine issue for trial. See Mosley v. City of Northwoods, 415 F.3d 908, 910 (8th Cir. 2005).

         In determining whether a genuine issue of material fact exists, courts must view the evidence in the light most favorable to the nonmoving party, giving that party the benefit of all reasonable inferences that can be drawn from the facts. Tolan v. Cotton, 572 U.S. 650, 651 (2014); Matsushita, 475 U.S. at 587-88 (citation omitted); see also Reed v. City of St. Charles, 561 F.3d 788, 790 (8th Cir. 2009) (stating that in ruling on a motion for summary judgment, a court must view the facts “in a light most favorable to the non-moving party-as long as those facts are not so ‘blatantly contradicted by the record . . . that no reasonable jury could believe' them” (omission in original) (quoting Scott v. Harris, 550 U.S. 372, 380 (2007))). A court does “not weigh the evidence or attempt to determine the credibility of the witnesses.” Kammueller v. Loomis, Fargo & Co., 383 F.3d 779, 784 (8th Cir. 2004) (citation omitted). “Rather, the court's function is to determine whether a dispute about a material fact is genuine . . ..” Quick v. Donaldson Co., 90 F.3d 1372, 1376-77 (8th Cir. 1996).

         IV. SUMMARY JUDGMENT ANALYSIS

         A. Equal Pay Act

         The Equal Pay Act, Title 29, United States Code, Section 206, is one of many provisions contained within the Fair Labor Standards Act, Title 29, United States Code, Sections 201, et. seq. Under the Equal Pay Act, an employer may not discriminate against employees “on the basis of sex by paying wages to employees . . . at a rate less than the rate at which he pays wages to employees of the opposite sex . . . for equal work on jobs the performance of which requires equal skill, effort, and responsibility . . ..” 29 U.S.C. § 206(d)(1). An action to recover damages under the Equal Pay Act “may be maintained against any employer . . . by one or more employees for and in behalf of himself or themselves and other employees similarly situated.” 29 U.S.C. § 216(b).

         The Eighth Circuit Court of Appeals has addressed how a plaintiff may establish liability under the Equal Pay Act, as well as those affirmative defenses that are available in defending against an Equal Pay Act claim:

A plaintiff must first establish a prima facie case that women were paid less than men in the same establishment for equal work requiring equal skill, effort, and responsibility and performed under similar working conditions. If a plaintiff establishes a prima facie case, the burden then shifts to the defendant to prove one of four statutory affirmative defenses. Id. at 1081. Those defenses require an employer to prove that any wage differential is explained by “(i) a seniority system; (ii) a merit system; (iii) a system which measures earnings by quantity or quality of production; or (iv) a differential based on any other factor other than sex.” 29 U.S.C. § 206(d)(1). In an [Equal Pay Act] case, a defendant cannot escape liability merely by articulating a legitimate non-discriminatory reason for the employment action. [The defendant] must prove that the pay differential was based on a factor other than sex.
Claims under the [Equal Pay Act] generally have a two[-]year statute of limitations. 29 U.S.C. § 255(a). Evidence of wage discrimination need not be confined to the [Equal Pay Act's] two[-]year limitation period, however, for a court may consider relevant evidence from before that period while assessing the worker's claims.

Price v. N. States Power Co., 664 F.3d 1186, 1191 (8th Cir. 2011) (internal citations, quotation marks, and alterations omitted).

         1. Sex-Based “Wage Rates”

         In arguing that plaintiffs cannot establish a prima facie case of wage discrimination based on sex, defendant first asserts that the Court must look beyond total compensation and examine whether plaintiffs were paid at rates equal to their male counterparts. From there, defendant argues that plaintiffs' Equal Pay Act claims must fail because “[p]laintiffs have not, and cannot, set forth any differing ‘wage rate.'” (Doc. 85-1, at 10). The Court agrees that the operative question is the “rate” at which plaintiffs were paid, as compared to defendant's male physicians. The Court finds, however, that plaintiffs have generated a genuine issue as to whether plaintiffs were paid at a different “rate” than defendant's male physicians.

         In Broadus v. O.K. Industries, Inc., the Eighth Circuit Court of Appeals held that “[t]o establish a violation of the Equal Pay Act, an employee must demonstrate that the employer paid male and female employees different wage rates for substantially equal work.” 226 F.3d 937, 941 (8th Cir. 2000) (emphasis added) (citation omitted). In the more recent case of Price v. Northern States Power Co., however, the Eighth Circuit explained what a plaintiff must show to establish a prima facie case without referencing a “wage rate” or “rate of pay:” “A plaintiff must . . . establish a prima facie case that women were paid less than men in the same establishment for equal work requiring equal skill, effort, and responsibility and performed under similar working conditions.” 664 F.3d at 1191.

         It is unclear to this Court whether the Eighth Circuit intended to modify the relevant inquiry by omitting any explicit reference to “wage rate” or “rate of pay, ” or whether Price articulates the same “wage rate” inquiry in different terms. The Equal Pay Act, however, explicitly refers to “wage rate” multiple times and prohibits “wage rate” discrimination:

No employer . . . shall discriminate . . . between employees on the basis of sex by paying wages to employees . . . at a rate less than the rate at which he pays wages to employees of the opposite sex . . . an employer who is paying a wage rate differential in violation of this subsection shall not . . . reduce the wage rate of any employee.

29 U.S.C. § 206(d)(1) (emphasis added). In the absence of clear precedent to the contrary, the Court will follow the language of the statute and will consider whether plaintiffs have generated a genuine issue of fact as to whether they were paid at a different “rate” than their male counterparts.

         The Court finds that there is a genuine dispute as to whether plaintiffs were compensated at a different “rate” than their male counterparts. Put simply, the Court cannot discern, on this record, how each physician's compensation was determined. Defendant argues that the wage rate was simply revenue minus expenses equals income. (Doc. 85-1, at 12). Although defendant asserts that there cannot be a difference in the “wage rate” because each physician's compensation is calculated under this identical formula (Doc. 85-1, at 8-11), defendant has not proven that the variables inputted into that formula are identical such that all “wage rates” must also be identical.[6] Defendant controls factors that can affect doctors' revenue and expenses. As noted, defendant has a responsibility under the contract to provide facilities and staffing for the doctors. If, for example, defendant provided male doctors with better staffing support than they did female doctors, then by its conduct defendant may have intentionally or unintentionally affected female doctors' ability to generate revenue and minimize expenses. Defendant has provided the Court with volumes of compensation data, but defendant has not provided an interpretation of that data sufficiently for the Court to determine whether all physicians were, in fact, paid according to the same “wage rate.” Defendant has not shown that female doctors and male doctors were provided the same revenue or expenses. Defendant has, then, failed to show that plaintiffs are incapable of demonstrating that they were paid a different “wage rate” than defendant's male physicians. Thus, summary judgment is inappropriate on this issue, and defendant's motion is denied to the extent defendant asserts that plaintiffs cannot show they were paid a different “wage rate” than defendant's male physicians.

         Similarly, defendant has not shown entitlement to summary judgment based on their affirmative defense that physicians were compensated based on “a system that measured earnings by production quantity and quality using physician revenue, cost, and profits.”[7] (Doc. 85-1, at 15). Plaintiffs have produced evidence showing that even if this system was used to determine compensation, sex also played a role in determining each plaintiff's “wage rate.” This is sufficient to defeat defendant's motion for summary judgment based on its affirmative defense. Price Waterhouse v. Hopkins, 490 U.S. 228, 248 (1989) (“[A]lthough the Equal Pay Act expressly permits employers to pay different wages to women where disparate pay is the result of a ‘factor other than sex,' . . . it is the employer, not the employee, who must prove that the actual disparity is not sex linked.” (citations omitted)), superseded by statute on other grounds, as stated in Burrage v. United States, 571 U.S. 204, 213 n.4 (2014); Irby v. Bittick, 44 F.3d 949, 954 (11th Cir. 1995) (“[D]efendant[ ] must show that the factor of sex provided no basis for the wage differential.” (emphasis in original) (citation and internal quotation marks omitted)), disagreed with on other basis by Buntin v. Breathitt Cty. Bd. of Educ., 134 F.3d 796, 799 n.7 (6th Cir. 1998).

         As articulated in Price, “the defendant must prove that the pay differential was based on a factor other than sex, ” and a defendant will not meet its burden simply “by articulating a legitimate non-discriminatory reason for the employment action.” 664 F.3d at 1191 (citation and internal quotation marks omitted). “‘The burden of proving that a factor other than sex is the basis for a wage differential is a heavy one.'” Fagen v. Iowa, 301 F.Supp.2d 997, 1007 (S.D. Iowa 2004) (quoting Brennan v. Owensboro-Daviess Cty. Hosp., 523 F.2d 1013, 1031 (6th Cir. 1975)). Plaintiffs' expert, David C. Sharp, Ph. D., has ...


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