Adena Health Sys. v. Cohen

[Cite as Adena Health Sys. v. Cohen, 2026-Ohio-2697.] IN THE COURT OF APPEALS OF OHIO FOURTH APPELLATE DISTRICT ROSS COUNTY Adena Health System, : Adena Medical Group, LLC, : Case No. 23CA18 : Plaintiffs-Appellees, : : v. : DECISION AND JUDGMENT : ENTRY Brian S. Cohen, M.D., et al., : : Defendants-Counterclaim : Plaintiffs-Third Party : Complainants-Appellants, : : v. : : RELEASED: 07/08/2026 Jeffrey J. Graham, et al., : : Third-Party Defendants- : Appellees. : APPEARANCES: Jeffrey A. Lipps, Jennifer A. L. Battle, and David A. Beck, Carpenter Lipps LLP, Columbus, Ohio, for appellants. Robert G. Cohen, Robert G. Schuler, and Loriann E. Fuhrer, Kegler, Brown, Hill & Ritter Co., L.P.A., Columbus, Ohio, for appellees. Wilkin, J. {¶1} Adena Health System and Adena Medical Group, LLC (hereinafter “Adena”) owns Adena Bone and Joint Group in which Appellants, Doctors Brian S. Cohen, J. Troy Thompson, and Aaron Roberts (hereinafter “Doctors”) were employed as physicians. The Doctors and Adena had signed an employment agreement. Doctors Cohen, Thompson, and Roberts all submitted their resignation on the same day and provided a 120-day notice pursuant to the Ross App. No. 23CA18 2 employment agreement. However, within weeks of submitting their resignation, Adena terminated the Doctors’ employment and Doctor Cohen, who was present at the medical facility that day, was personally informed of the termination and escorted out of the facility. On the same day, Adena filed a complaint against the Doctors alleging breach of contract, breach of the duty of loyalty, tortious interference, trade secret violations, and civil conspiracy. {¶2} The Doctors answered and filed a counterclaim alleging multiple claims and also filed a third-party complaint against Adena’s board members, third-party defendants, presenting several claims.1 {¶3} Adena and third-party defendants filed motions for summary judgment. The trial court granted Adena and third-party defendant’s request for summary judgment on several of the Doctors claims, including: wrongful termination; declaratory judgment that the non-compete provision in their employment agreement was unreasonable and resulted in damages for complying with it; the board’s failure to supervise Adena’s Chief Executive Officer (“CEO”) Jeffrey J. Graham and Chief Operating Officer (“COO”) Katherine J. 1 The third-party defendants were board members at the time the Doctors were fired from employment and are: Jeff J. Graham – Chief Executive Officer of Adena Health System; Katherine J. Edrington (“Kathi”) – Chief Operating Officer of Adena; Joseph J. Watson – Chair of the Adena Board of Trustees; Jennifer McKell – vice chair of Adena Board of Trustee; Stephen F. Hirsch – treasurer of Adena Board of Trustees; Carvel E. Simmons – secretary of Adena Board of Trustees; Ronald W. Coffey – member of Adena Board of Trustees; Anthony C. Fish – member of Adena Board of Trustees; Robert N. French – member of Adena Board of Trustees; Sheilah Gray – member of Adena Board of Trustees; Bartow Henshaw – member of Adena Board of Trustees; Dr. Anthony Lattavo – member of Adena Board of Trustees; Evan J. Phillips Jr. (“Jerry”) – member of Adena Board of Trustees; Kevin Shoemaker – member of Adena Board of Trustees; Beth A. Workman – member of Adena Board of Trustees; and Dr. Reggina Yandila – member of Adena Board of Trustees. Ross App. No. 23CA18 3 Edrington; tortious interference with the Doctors’ future employment ventures; and Defamation. {¶4} In two assignments of error, the Doctors challenge the trial court’s decision granting Adena and the third-party Defendant’s motions for summary judgment. We affirm in part and reverse in part and remand the matter to the trial court. FACTS AND PROCEDURAL BACKGROUND {¶5} In February 2000, Dr. Cohen entered into an employment agreement with Adena. The agreement was modified several times, with the last amended physician employment agreement signed in January 2018. Dr. Sever joined Adena in February 2005, and he also signed amended physician employment agreements over the years. In 2010, Dr. Roberts and Dr. Thompson began their employment with Adena, signing similar amended physician employment agreements, with Dr. Roberts signing an agreement like Dr. Cohen’s in January 2018. {¶6} The Doctors became dissatisfied with Graham’s appointment as the new CEO, the implementation of new policies, and Dr. Cohen’s demotion as medical director, among other changes. The Doctors felt that the changes were not for the benefit of the patients. The Doctors vocalized their unhappiness with the changes. This culminated with the Doctors submitting their resignation on March 15, 2021, with a 120-day notice as required by their employment agreements. {¶7} Prior to their 120-day notice period ending, the Doctors were Ross App. No. 23CA18 4 terminated on April 12, 2021, effective immediately. Dr. Cohen was at the medical facility when he was notified of his employment termination and was escorted out. On the same day, Adena filed a complaint with five separate claims against the Doctors. The first and second claims alleged breach of contract and breach of loyalty, claiming, among other allegations, that the Doctors violated their employment agreements by soliciting, contacting and/or inducing other employees to leave Adena and joining a competitor. The third claim was tortious interference alleging, among other violations, that the Doctors solicited other Adena employees to leave and interfered with Adena’s relationship with its staff. The fourth claim alleged violation of Adena’s confidential information and trade secrets. The final claim was civil conspiracy alleging, among other violations, that the Doctors engaged in a malicious combination to injure Adena. {¶8} The Doctors answered the complaint and filed a counterclaim and a third-party complaint, naming Adena’s board of trustees as defendants. The counterclaim included 11 claims, and the third-party complaint included 3 claims. Several of the Doctors’ claims are before us for review because the trial court granted Adena’s motion for partial summary judgment and the third-party defendant’s motion for summary judgment, respectively. {¶9} In count two of the counterclaim, the Doctors maintain that they were wrongfully terminated. The Doctors asserted that they were wrongfully terminated because their termination violated several public policies and was not pursuant to Adena’s amended code of regulations. The trial court granted Ross App. No. 23CA18 5 Adena’s motion for partial summary judgment finding that the Doctors were not employees-at-will, and, therefore, could not raise a public policy violation. The trial court accordingly applied the terms of the contractual agreement and stated that the contract provides that the amended code of regulations were not applicable. {¶10} In count three of the counterclaim, the Doctors sought a declaratory judgment, asserting that the non-compete clause in their employment agreement was overly restrictive and unreasonable, causing them monetary damage. The trial court granted Adena’s motion for partial summary judgment with regard to the Doctors’ request for monetary damages, finding no legal basis for recovery. {¶11} In counts four and five of the counterclaim, the Doctors maintained that Adena committed business defamation and disparagement. The Doctors contend that Adena published false statements to patients, Adena’s staff, the press, and the Board regarding, among other things, that the Doctors abruptly left with no reason, Dr. Cohen committed billing fraud, and informed the press about the lawsuit against the Doctors. {¶12} Finally, in count six of the counterclaim, the Doctors maintained that Adena committed tortious interference with the Doctors’ actual and prospective business relationships. One of the Doctors’ tortious interference claims was that Adena purchased land known as Prairie Run North to prevent them from practicing at an orthopedic center that OhioHealth planned to build there. Within this argument, the Doctors also contend that Adena’s enforcement of the invalid non-compete provision, also interfered with their future business. In summary, Ross App. No. 23CA18 6 the Doctors reiterate and contend that Adena published false information about the Doctors to patients, staff, and the public, and filed the baseless lawsuit. The Doctors assert that all these actions by Adena constitute intentional interference with their business relationships with patients, OhioHealth, and other participants in the purchase of the land. {¶13} Another tortious interference claim was that Adena in the summer of 2021, as part of its lease renewal for its urgent care clinic in Circleville, added a clause that no other urgent care or orthopedic center could be established at the same shopping center. The Doctors also claimed that Adena’s trial tactics of pursuing baseless discovery from OhioHealth caused OhioHealth to no longer want to partner with the Doctors. This resulted in the dissolution of a future venture where OhioHealth would build an ambulatory surgery center with the Doctors working there. {¶14} According to the Doctors, Adena’s tortious interference did not end there; it further extended when the Doctors contacted the consulting firm Sunday Creek Horizons to assist with their planned ambulatory surgery center project with OhioHealth. According to the Doctors, Adena advised Sunday Creek Horizons not to collaborate with them. Additionally, Dr. Cohen alleges that Adena’s wrongful termination and the filing of the complaint against him interfered with his ability to gain employment at Holzer Medical Center. {¶15} In the Doctor’s third-party complaint filed against the Board, they allege in their first count (failure to supervise) that the Board as a whole failed to supervise CEO Graham and COO Edrington. The failure to supervise led to the Ross App. No. 23CA18 7 Doctors’ termination, the filing of a lawsuit against them, and the purchase of Prairie Run North. {¶16} The second count (defamation) in the third-party complaint was against Board Member Watson, CEO Graham and COO Edrington. In the defamation count, the Doctors claimed that CEO Graham and COO Edrington published false statements about the Doctors. These included statements made to other staff members, patients, and to Board members. As to Board Member Watson, the Doctors contend that he communicated with Ed Kunzelman and informed him that the Doctors violated their employment agreements. The Doctors assert that these false statements damaged the Doctors’ reputation, dissuaded Board members from supervising and investigating the decision to fire the Doctors, and damaged their business reputation. {¶17} In the third count (tortious interference) of the third-party complaint, the Doctors claim CEO Graham and COO Edrington and the Board interfered with the Doctors’ future ventures. Specifically, the Doctors maintain that CEO Graham and COO Edrington baselessly initiated a lawsuit against the Doctors and began harassing OhioHealth, whom they “knew or strongly suspected” that the Doctors were in discussions with. Additionally, the Doctors contend that the Board and CEO Graham purchased Prairie Run North to prevent OhioHealth from purchasing the land to build a medical facility where the Doctors were going to work. In the final count (negligence), the Doctors claim that CEO Graham, COO Edrington, and the Board were negligent in forwarding the Doctors’ and the Ross App. No. 23CA18 8 Doctors’ family members’ private identification and medical information to a third party, which was then leaked due to a ransomware attack. {¶18} Adena and third-party defendants responded to the Doctors' counterclaim and third-party complaint. Additionally, Adena filed a motion for partial summary judgment requesting dismissal of the Doctors’ wrongful termination claim because it failed as a matter of law. Adena asserted that the Doctors’ argument that they were wrongfully terminated in violation of public policy cannot apply because they were not employees-at-will, and legally, public policy violation arguments only apply to at-will-employees. Within this argument, Adena also asserted that the Doctors have no standing to challenge whether the Board violated Adena’s amended code of regulations. {¶19} Adena also requested dismissal of the Doctors’ tortious interference claim on all four arguments: purchase of Prairie Run North, inability to compete at the shopping center in Circleville, interference with consulting firm Sunday Creek Horizons, and potential employment with Holzer Medical Center. Adena presented several arguments including the Doctors’ failure to identify a particular company or individual with whom the Doctors had a business relationship that Adena allegedly interfered with. Second, with the Prairie Run North property, the Doctors were not the potential purchasers of the land, and Adena was not the buyer, rather it was Maximum Properties, LLC. {¶20} Adena also argued that the Doctors failed to present evidence that Adena had actual knowledge of the venture between the Doctors and OhioHealth to build a facility on Prairie Run North. And finally, Adena maintains that the Ross App. No. 23CA18 9 Doctors cannot demonstrate tortious conduct by Adena’s purchase of the Prairie Run North through their wholly owned Maximum Property, LLC. This is because Adena does not own the real estate market in Ross County and did not prevent the Doctors from purchasing property in Ross County.2 {¶21} Regarding the Doctors’ claim of tortious interference with Adena’s lease renegotiations at the Circleville Commercial Center, Adena maintains that the Doctors failed to present any evidence of their own negotiations with the same landlord for similar services. Without such evidence, the Doctors cannot satisfy the first element of tortious interference. The Doctors, additionally, cannot meet the second and third elements, as there is no evidence that Adena had actual knowledge of the Doctors’ plans to establish a medical facility at the shopping center, and Adena’s request for a restrictive clause in their lease agreement is not tortious conduct. {¶22} Adena maintained that Dr. Cohen failed to demonstrate that there was a prospective relationship with Holzer Medical Center, and that Adena had actual knowledge of that business relationship, and finally, that Adena’s firing and initiating this lawsuit is not tortious conduct. Thus, Adena requested dismissal of Dr. Cohen’s claim. As to the final tortious claim, Adena maintains that the Doctors failed to present evidence to support the second and third elements of tortious interference; that is, Adena did not have actual knowledge that the Doctors were in discussion with Sunday Creek Horizons, and Adena did not direct or ask Sunday Creek not to do business with the Doctors. 2 Adena in support of its argument included a real estate exhibit demonstrating a company associated with Dr. Cohen purchasing real estate across from Adena’s main hospital campus. Ross App. No. 23CA18 10 {¶23} Adena also requested for the dismissal of the Doctors’ defamation and slander counts in its motion for partial summary judgment claiming they all fail as a matter of law. Adena contends the patient-scripted statement “I’m not sure, he didn’t give a reason” was substantially true, less harmful than stating the doctors were fired, and thus nonactionable under truth and incremental harm doctrine. Adena argues these patient communications are also protected by qualified privilege, with no clear and convincing evidence of actual malice. It further asserts seven recorded operator calls do not contain the challenged statement, are privileged, and show no direction or malice by Adena. Furthermore, new allegations about the CEO and COO statements to the Board before or on March 22, 2021, are time-barred by the one-year statute and, in any event, are privileged board communications lacking actual malice and supported only by references to suspicions and ongoing investigation. Lastly, claims based on “publicizing” the lawsuit are barred by Ohio’s absolute litigation privilege and, alternatively, constitute protected opinion in the context of ongoing litigation. Therefore, Adena requested dismissal of Counts Four and Five with prejudice. {¶24} The Board also filed a motion for summary judgment requesting the dismissal of all counts in the Doctors’ third-party complaint. The Board first argues that the Doctors lack standing for the “failure to supervise” claim, as directors owe duties to the corporation, not employees. They assert the defamation claim fails due to the truth of the statement, lack of malice, and privilege. Further, the new defamation allegations are time-barred and lack falsity. As to the tortious interference claims, the Board contends the Doctors’ Ross App. No. 23CA18 11 claims fail because they did not identify any specific prospective business relationship with which the Board allegedly interfered. Therefore, the Board requested dismissal of all claims. {¶25} The trial court, in two separate entries, granted the Board’s motion for summary judgment and Adena’s motion for partial summary judgment. In granting the Board’s motion for summary judgment, the trial court outlined in detail the procedural history of the case and the arguments presented by each party. With regard to the Doctors’ failure to supervise claim against the Board, the trial court identified three distinct allegations: the Board allegedly “turned a blind eye” to the conduct of CEO Graham and COO Edrington’s leadership and unilateral decision to terminate the Doctors; the Board failed to supervise the finance committee concerning the purchase of Prairie Run North; and the Board allowed the publication of defamatory statements due to lack of supervision. The trial court granted the Board’s motion for summary judgment, concluding that there is no genuine issue of material fact. The trial court determined that “the Doctors present no evidence that the board members were acting other than in their official capacities during the times relevant to this action.” {¶26} As for the second claim, defamation, the trial court first considered the Doctors’ argument that CEO Graham, COO Edrington, and Board Member Watson defamed them by using scripts prepared by a public relations consultant. The trial court granted the motion for summary judgment. In affirming the Board’s motion, the trial court found that the script shared by Adena’s staff with the patients was substantially truthful and less damaging than the truth that the Ross App. No. 23CA18 12 Doctors were terminated. Additionally, the trial court held that Adena’s employees had a qualified privilege to inform patients that the Doctors had left. {¶27} For the Doctors’ second defamation argument, the Doctors claimed that CEO Graham and COO Edrington defamed them by making false statements to the local press and health industry about the pending lawsuit. The trial court found the statements to be truthful as they accurately reflected the allegations in the complaint. {¶28} The Doctors’ third defamation argument involved statements made by CEO Graham and COO Edrington to the Board members during or before the meeting on March 22, 2021. The trial court granted the motion for summary judgment because the Doctors raised this claim in the amended counterclaim, which, pursuant to precedent from this court and R.C. 2305.11(A), is barred by the one-year statute of limitations. The trial court also determined that the claim is precluded because the communication is protected by qualified privilege, and the Doctors failed to establish evidence of actual malice. {¶29} The trial court also granted the Board’s motion for summary judgment as to the Doctors’ claim that the Board committed tortious interference with the Doctors’ business relationships. The trial court held that Adena’s purchase of the Prairie Run North had no relation with the Doctors as the Doctors did not have any direct ties to the land. The Doctors failed to present any evidence that they were intending to buy the property. Rather, the evidence is that OhioHealth was considering purchasing that property in order to build a facility. Thus, there was no evidence of a relationship between the Doctors and Ross App. No. 23CA18 13 the seller of the property. The trial court also held that Adena had a legal right to file a lawsuit and to conduct discovery as permitted by civil rules. {¶30} Approximately a month after granting the Board’s motion for summary judgment, the trial court granted Adena’s motion for partial summary judgment. In its decision, the trial court granted Adena’s request for summary judgment as to the Doctors wrongful termination claim, declaratory judgment regarding damages related to the non-compete provision within the Doctors employment agreement, defamation and slander claims, and, finally, tortious interference with business relationships claim. {¶31} The trial court in granting Adena’s request, held that the Doctors were contractual employees, and, thus, are not employees-at-will who can pursue claims that termination violated public policy. The trial court also concluded that the terms of the Doctors’ employment agreements expressly stated that Adena’s rules and regulations do not apply in the event of employment termination. Therefore, the Doctors’ second count in their amended counterclaim fails. {¶32} Regarding the Doctors’ request for a declaratory judgment that their non-compete provision in their employment agreement is unreasonable and they are entitled to damages, Adena’s motion for summary judgment only challenges their request for damages. The trial court noted that it “again finds that there are genuine issues of material fact with regard to the declaratory judgment count[,]” but agreed with Adena that the one-year non-compete provision expired, and, additionally, that there is no legal authority for a party to “obtain damages to Ross App. No. 23CA18 14 compensate them for their own compliance with a non-compete clause in their employment contract.” {¶33} The trial court in addressing the defamation and slander claims, first outlined the statements that the Doctors contend were defamatory and were published to the staff, patients, local press, health industry outlets, and board members. The trial court also noted that the Doctors made similar claims in their amended third-party complaint, which the trial court previously held lacked merit. The trial court determined that the statements were substantially true, and the complete truth would have been worse for the Doctors’ reputation. Further, the trial court held that Adena’s publicization of the lawsuit was protected by the litigation privilege. Moreover, the statements to Adena’s staff met the qualified privilege elements, and the statute of limitations barred the defamation claim of the statements to the board members. In conclusion, the trial court held that there is some documentary evidence “showing that some issues of fact are in dispute, those issues of fact do not rise to the level of genuine issues of material fact[.]” {¶34} For the final claim, tortious interference, the trial court reiterated that it previously granted summary judgment to the Board regarding the Doctors’ assertions involving tortious interference by wrongfully terminating them; spreading false information to patients, staff and the public; deliberately purchasing Prairie Run North; publicizing the initiation of this baseless lawsuit; and intentionally interfering with the Doctors’ relationships with the patients and OhioHealth. The trial court also granted Adena’s motion for partial summary Ross App. No. 23CA18 15 judgment as to the Doctors’ new claim that Adena tortiously interfered with the Doctors’ potential business relationship with a consulting firm, Holzer. The trial court concluded that the Doctors failed to present sufficient evidence that Adena knew that the Doctors had a relationship with the consulting firm, that Adena made the statement with the intention to interfere, and that the Doctors suffered any damage. {¶35} It is from these judgment entries that the Doctors are appealing. ASSIGNMENTS OF ERROR I. The Trial Court erred when it entered summary judgment in favor of the Third-Party Defendants on Counts 1, 2, 3, and 43 of the Third-Party Claimants’ Amended Third-Party Complaint in its Judgment Entry on Third Party Defendants’ Renewed Motion for Summary Judgments entered on June 28, 2023 (“Third-Party J.E.”). (Emphasis in original.) II. The Trial Court erred when it entered summary judgment in favor of Plaintiffs on Counts 2, 4, 5, and 6 of the Defendants/Counterclaim Plaintiffs’ Amended Counterclaim in its Judgment Entry on Plaintiffs Adena Health System and Adena Medical Group’s Renewed Motion for Partial Summary Judgment as To Defendants’ Counterclaims for Wrongful Termination (Based on Public Policy and/or Adena’s Code of Regulations), Tortious Interference, Defamation and Slander, Declaratory Judgment (Damages Claim Only), and Frivolous Conduct entered on July 19, 2023 (“Counterclaim J.E.”). (Emphasis in original.)4 SUMMARY JUDGMENT STANDARD OF REVIEW {¶36} “Cases decided on summary judgment are reviewed de novo under the standard set forth in Civ.R. 56. Huntington Nat’l Bank v. Schneider, 2025- Ohio-2920, ¶ 13, citing Comer v. Risko, 2005-Ohio-4559, ¶ 8. And “ ‘[s]ummary 3 The Doctors did not present any argument as to the fourth count, a negligence claim related to the dissemination of their personal information following a cyber attack on the Board’s law firm. 4 The identified Count numbers in the Doctors’ second assignment of error, specifically Counts 2, 4, 5, and 6, do not align with the arguments presented. We will address the Doctors’ challenge to the counts as they are presented in their brief. Ross App. No. 23CA18 16 judgment may be granted when “(1) [n]o genuine issue as to any material fact remains to be litigated; (2) the moving party is entitled to judgment as a matter of law; and (3) it appears from the evidence that reasonable minds can come to but one conclusion, and viewing such evidence most strongly in favor of the party against whom the motion for summary judgment is made, that conclusion is adverse to that party.” ’ ” Id., quoting M.H. v. Cuyahoga Falls, 2012-Ohio-5336, ¶ 12, quoting Temple v. Wean United, Inc., 50 Ohio St.2d 317, 327 (1977), citing Civ.R. 56(C). {¶37} Civ.R. 56(C) provides that Summary judgment shall be rendered forthwith if the pleadings, depositions, answers to interrogatories, written admissions, affidavits, transcripts of evidence, and written stipulations of fact, if any, timely filed in the action, show that there is no genuine issue as to any material fact and that the moving party is entitled to judgment as a matter of law. No evidence or stipulation may be considered except as stated in this rule. A summary judgment shall not be rendered unless it appears from the evidence or stipulation, and only from the evidence or stipulation, that reasonable minds can come to but one conclusion and that conclusion is adverse to the party against whom the motion for summary judgment is made, that party being entitled to have the evidence or stipulation construed most strongly in the party’s favor. A summary judgment, interlocutory in character, may be rendered on the issue of liability alone although there is a genuine issue as to the amount of damages. LAW AND ANALYSIS5 I. Wrongful termination {¶38} The Doctors maintain that the trial court erred when it granted Adena’s motion for partial summary judgment as to the Doctors’ counterclaim of 5 The Doctors do not separate their arguments by assignment of error; rather, they address the relevant counts from each assignment of error together. We will follow the Doctors’ arguments as to each count as presented. Ross App. No. 23CA18 17 wrongful termination. The Doctors assert that they presented evidence that they were “at-will” employees and Adena’s termination of their employment violated several public policies and Adena’s own amended code of regulations. {¶39} In support of their assertion that the trial court erred in granting Adena’s motion for partial summary judgment, the Doctors cite to several cases in support of their claim that the presence of a written agreement does not automatically invalidate any claim that the employment was at-will. Additionally, the employment agreement may contain a specified notice requirement and still be considered an at-will employment. And in the matter at bar, the Doctors’ employment agreement was an at-will arrangement, where the duration of the initial agreement terminated and the parties were currently under a renewal term that could be terminated at any time without cause. However, the termination cannot violate any public policy. Finally, the Doctors maintain that their termination was not pursuant to Adena’s amended code of regulations. {¶40} In response, Adena contends that the Doctors were not at-will employees and, as a result, cannot assert a public policy wrongful termination claim. Adena maintains that this is because the Doctors’ employment agreement was for a specific duration of time, five years, which renewed automatically for consecutive one-year terms. Further, Adena contends that although either party may terminate the agreement after one year with 120-day notice, any termination during this notice period must be for cause, indicating that it is not at-will employment. In conclusion, Adena differentiates the cases cited by the Doctors, arguing that since the Doctors had employment agreements with a specified Ross App. No. 23CA18 18 term, their claim of being at-will employees is invalid. {¶41} The Doctors disagree and contend that Adena’s argument that the employment agreement contained an initial term of employment was not raised below. Thus, the Doctors assert that Adena waived this argument. However, even if we consider Adena’s argument, the Doctors maintain that the initial specified duration for the employment expired a long time ago and is no longer applicable. Therefore, at the time the Doctors’ employment terminated, either party could terminate the employment without cause by providing a 120-day notice. {¶42} We agree with the Doctors and hold that they are at-will employees. As a general rule, Ohio follows the doctrine of employment at-will. See Mers v. Dispatch Printing Co., 19 Ohio St.3d 100, 103 (1985). But in Greeley v. Miami Valley Maintenance Contrs., Inc., the Supreme Court of Ohio carved out a public policy exception to this rule: “Public policy warrants an exception to the employment-at-will doctrine when an employee is discharged or disciplined for a reason which is prohibited by statute.” 49 Ohio St.3d 228 (1990), paragraph one of the syllabus. Under Ohio law, an employment relationship with no fixed duration is deemed to be at-will employment. Snedigar v. Miami Univ., 10th Dist. Franklin No. 11AP-8, 2011-Ohio-4365, 2011 WL 3843939, ¶ 10. The identifying characteristic of an employee-at-will is that either the employer or the employee can terminate employment for any reason which is not contrary to law. Haynes v. Zoological Soc. of Cincinnati, 73 Ohio St.3d 254, 258, 652 N.E.2d 948 (1995). Underwood v. Cuyahoga Cmty. Coll., 2023-Ohio-4180, ¶ 59 (11th Dist.). {¶43} In the matter at bar, as part of the exhibits submitted, is the Ross App. No. 23CA18 19 employment agreement between Adena and the Doctors. The employment agreement includes the following language: 8. Termination of Agreement. ... (d) By Either Party. Upon completion of Physician’s first (1st) full year of Employment with System, either System or Physician may terminate this Agreement at any time upon One Hundred Twenty (120) days prior written notice to the other party. {¶44} The Doctors completed the first full year of employment by the time they submitted their termination notice. Accordingly, the provision quoted above from their employment agreement applies. Therefore, either party can terminate the employment with a 120-day notice. Nothing further is required. So, there is no reason needed for the termination. We, thus, conclude that the Doctors were employees-at-will and their termination notice providing Adena with 120-day notice was pursuant to their agreement. {¶45} Adena, however, did not honor the agreement and elected to terminate the Doctors prior to the completion of the 120-day period. The early termination of the Doctors’ employment is the basis for their claim that Adena violated public policy by failing to honor the 120-day termination notice. It has been “held that employment terminated on the giving of a specified notice is still employment at-will, and not employment for a specified term.” Roberts v. Hayes, 2003-Ohio-5903, ¶ 24 (9th Dist.), citing La France Electrical Construction & Supply Co. v. Interntl. Bhd. of Electrical Workers, Local No. 8, 108 Ohio St. 61, 88 (1923). The Ninth District continued and stated that this is “[s]pecifically, where an employment agreement requires a written notice of the employee’s intention to terminate employment, such a notice provision does not ‘establish a Ross App. No. 23CA18 20 term for the duration of [a] contract, but merely a period of convenient notice[,]’ and the relationship between the employer and the employee remains at-will.” Id. See also Cramer v. Fairfield Med. Ctr., 182 Ohio App.3d 653 (5th Dist. 2009) (employment terminated upon giving specified notice remains employment at- will, not employment for a specified term.). {¶46} While the Doctors’ employment could be terminated during the 120- day period for cause, this issue remains before the trial court. This is because two of Adena’s counts in the complaint filed against the Doctors assert that the Doctors breached their employment agreement and duty of loyalty and good faith, which may demonstrate termination for cause. {¶47} The Doctors also argue that the trial court erred in dismissing their claim that they were terminated in violation of Adena’s amended code of regulations. The trial court granted Adena’s motion for partial summary judgment concluding that since the Doctors were not employees-at-will, the terms of the employment contractual agreement prevail. And the trial court found that the terms of the employment agreement “expressly state that Adena rules and regulations do not apply in the event of termination of those contracts.” {¶48} With our finding that the Doctors are employees-at-will, we reverse and remand the Doctors’ argument relating to the code of regulations to provide the trial court with the opportunity to address whether the Doctors being at-will- employees impacts the finding that the agreement terms apply. As a reviewing court, the trial court should be the first to address issues. See Murphy v. Reynoldsburg, 65 Ohio St.3d 356, 360 (1992) (recognizing that “the trial court’s Ross App. No. 23CA18 21 function cannot be replaced by an ‘independent’ review of an appellate court.”). {¶49} The trial court erred by granting Adena’s motion for partial summary judgment precluding the Doctors from pursuing their wrongful termination claim. Based on our conclusion that the Doctors were employees-at-will, we must reverse the trial court’s decision and remand the matter. II. Declaratory Judgment / Damages {¶50} The Doctors next argue that the trial court erred in granting summary judgment in favor of Adena as to the Doctors’ monetary relief request on their declaratory judgment claim. In the Doctors’ initial counterclaim, they sought a declaratory judgment that their one-year non-compete restriction in their employment agreement was unenforceable. Two months into the non-compete period, the Doctors filed for partial summary judgment on the claim. When their motion was heard, their non-compete time had expired, but the trial court, at that time, acknowledged that the claim was not moot and that damages could be available if the Doctors suffered losses by adhering to the non-compete covenants. But that order was superseded by Adena’s filing of an amended complaint. {¶51} After the filing of the amended complaint, the Doctors filed an amended counterclai