Borden v. Antonelli College et al
ORDER GRANTING DEFENDANTS' MOTION FOR JUDGMENT ON THE PLEADINGS (Doc. 33 ). Signed by Judge Timothy S. Black on 1/24/2017. (mr)
UNITED STATES DISTRICT COURT
SOUTHERN DISTRICT OF OHIO
ANNIE BORDEN, et al.,
ANTONELLI COLLEGE, et al.,
Case No. 1:16-cv-519
Judge Timothy S. Black
ORDER GRANTING DEFENDANTS’ MOTION
FOR JUDGMENT ON THE PLEADINGS (Doc. 33)
This civil action is before the Court on Defendants’ motion for judgment on the
pleadings (Doc. 33) and the parties’ responsive memoranda (Docs. 36, 37).
Specifically, Defendants move for judgment on the pleadings as to the claims of Plaintiff
Kachena Richardson which are based on her Enrollment Agreement with Antonelli
I. FACTUAL BACKGROUND AS ALLEGED BY RICHARDSON
Plaintiff Richardson contacted Antonelli College in response to advertisements of
its new Practical Nursing Program. (Doc. 30 at ¶ 58). From the outset, Plaintiff
Richardson made clear to Antonelli recruiters and administrators that her goal was to
achieve a degree as a registered nurse, and a practical nursing diploma was only the first
step. Recruiters and administrators from Antonelli assured Plaintiff Richardson that the
Nursing Program was fully accredited and that its credits were fully transferable to
schools offering a RN degree through reciprocity agreements. (Id. at ¶¶ 59, 60). Both of
these assurances were untrue, but recruiters and administrators told Plaintiff Richardson
that Antonelli graduates could enter a bridge program at either Northern Kentucky
University or Cincinnati State Technical and Community College to take required RN
courses. (Id. at ¶ 60). Plaintiff Richardson was assured by the Antonelli representatives
that she could complete her RN degree more quickly by receiving her nursing diploma at
Antonelli. This information was also untrue.
Plaintiff Richardson enrolled at Antonelli, where she excelled. Plaintiff
Richardson graduated with a 4.0 grade point average. On her first attempt, Plaintiff
Richardson passed the NCLEX-PN examination for licensure as a practical nurse.
Nonetheless, both NKU and Cincinnati State refused to accept any of her Antonelli
credits. Plaintiff Richardson also applied for admission to RN programs at University of
Cincinnati, Good Samaritan Hospital School of Nursing, Christ Hospital School of
Nursing, Mt. St. Joseph University, and Claremont College. None of these institutions
would accept any of her Antonelli credits. (Doc. 30 at ¶ 65).
STANDARD OF REVIEW
The standard of review for a Rule 12(c) motion is the same as for a motion under
Rule 12(b)(6) for failure to state a claim upon which relief can be granted. Fritz v.
Charter Twp. of Comstock, 592 F.3d 718, 722 (6th Cir. 2010). “For purposes of a motion
for judgment on the pleadings, all well-pleaded material allegations of the pleadings of
the opposing party must be taken as true, and the motion may be granted only if the
moving party is nevertheless clearly entitled to judgment.” Id. (citing JPMorgan Chase
Bank v. Winget, 510 F.3d 577, 581 (6th Cir. 2007)).
A claim cannot be sustained when a plaintiff seeks to contradict the plain language
of a written contract or disclosure. Williams v. CitiMortgage, Inc., No. 2:08-cv-368,
2011 U.S. Dist. LEXIS 35800, at *12-13 (S.D. Ohio Mar. 31, 2011).
Here, Plaintiff Richardson bases her claims on the allegation that she was orally
told “during the enrollment process” that her credits would transfer, when, in fact, the
written contracts and disclosures she signed clearly state the opposite. (Doc. 30 at ¶ 60).
At the culmination of that enrollment process, Plaintiff Richardson signed an Enrollment
Agreement with Antonelli College. (Doc. 33, Ex. A). The two-page Enrollment
Agreement provides, in bold that
Antonelli College does not guarantee transferability of its credits to
other institutions of higher education. Transfer credit is always at
the discretion of the receiving institution. If you plan to transfer
credit from Antonelli College to another institution, please check
with the other institution before enrolling to determine if it will
accept credits and/or specific courses taken at Antonelli College.
(Id. at 2). The Enrollment Agreement expressly contradicts Plaintiff Richardson’s claim
that Antonelli represented that its credits would transfer “anywhere” for purposes of
entering an RN program.
In addition to the Enrollment Agreement, Plaintiff Richardson also executed a
State of Ohio Student Disclosure Form issued by the State of Ohio Board of Career
Colleges and Schools. (Doc. 33, Ex. B). In that Disclosure Form, Plaintiff Richardson
initialed the following disclosure: “I understand that the transferability of credits to
another institution is determined exclusively by the receiving institution. No person can
imply or guarantee that my credits will be transferable.” (Id.) Accordingly, Plaintiff
Richardson acknowledge that Antonelli could not in any way guarantee the transfer of
This case is analogous to Irvin v. American General Financial, Inc., No. CR20040046, 2005 Ohio App. LEXIS 3271, at *10-11 (Ohio App. June 30, 2005), where the
court dismissed plaintiffs’ claims as follows:
Appellants’ fraud claims are based upon allegations that they were orally
told that certain insurance coverages were required to be purchased in
order to obtain the loans they sought, when, in fact, the insurance
coverages were not required. A review of the complaint and documents
supplied by appellee as attachments to their motion to dismiss and which
were incorporated into the complaint, show that appellants signed
disclosure forms which clearly stated that each of the insurance policies
purchased by appellants in each of the various transactions were voluntary
and not required to be purchased from appellees in order to obtain the
loan(s). Thus, appellants seek to directly contradict the written terms of
disclosures. Such a claim cannot be sustained, as a matter of law.
Like the plaintiffs in Irvin, Plaintiff Richardson signed multiple documents that state, in
clear terms, that Antonelli did not—and, in fact, could not—guarantee the transferability
of its credits. (Doc. 33, Exs. A-B). Therefore, Plaintiff Richardson cannot maintain
claims arising from any alleged oral misrepresentations as a matter of law. 1
Plaintiff alleges that her claims for fraud, constructive fraud, intentional misrepresentation,
negligent misrepresentation, and promissory estoppel all arise from the alleged
misrepresentations relating to the transferability of Antonelli credits. (Doc. 36 at 7-10).
In support of their motion for judgment on the pleadings, Defendants attach two
exhibits: (1) Exhibit A—Antonelli College Ohio Enrollment Agreement, signed by
Plaintiff Richardson; and (2) Exhibit B—State of Ohio Student Disclosure Form, signed
by Plaintiff Richardson. Plaintiff Richardson argues that because she did not attach these
documents to the second amended complaint, Defendants cannot reference them in the
motion for judgment on the pleadings. Since the Court cannot reach a decision in
Defendants’ favor without considering the two attachments, Plaintiff Richardson
maintains that Defendants raise factual issues with their exhibits that contradict the
allegations in the second amended complaint and that the exhibits should not be
considered unless the Court deems Defendants’ motion a motion for summary judgment.
The law provides for several exceptions to the general rule that matters outside the
pleadings are not to be considered on a Rule 12(b)(6) or Rule 12(c) motion. For example,
“[i]f referred to in the complaint and central to the claim, documents attached to a motion
to dismiss form part of the pleadings.” Armengau v. Cline, 7 F. App’x 336, 343 (6th Cir.
Here, Plaintiff Richardson has asserted a breach of contract claim that arises out of
her enrollment and participation in the Practical Nursing program at Antonelli’s
Cincinnati campus. The only written contract executed between the parties is the
Enrollment Agreement. If a plaintiff makes a breach of contract claim, a court can
consider the language of the contract in considering a motion to dismiss or motion for
judgment on the pleadings without converting such motion into a motion for summary
judgment. Nixon v. Wilmington Trust Co., 543 F.3d 354 (6th Cir. 2008) (affirming
dismissal of all claims, including inter alia a breach of contract claim, made against a
trustee, where sections of the Trust that plaintiff had not attached to her complaint
demonstrated that she was not a beneficiary). Therefore, Plaintiff Richardson’s
enrollment documents are central to her claims and form part of the pleadings. This
Court is not required to convert the motion for judgment on the pleadings into a motion
for summary judgment in order to consider the enrollment documents.
Under the parol evidence rule “[p]arol, or extrinsic, evidence is only admissible if
the terms of the contract are ambiguous, and can only be used to interpret, not contradict,
the express language of the contract.” Schempp v. GC Acquisition, LLC, 161 F. Supp. 3d
584, 590 (N.D. Ohio 2014). Here, the express language of the contract is that “Antonelli
College does not guarantee transferability of its credits to other institutions of higher
education.” (Doc. 33, Ex. A at 2). These terms are clear and unambiguous, thus making
the parol evidence rule inapplicable.
There is a “fraud exception” to the parol evidence rule, whereby “the rule will not
compel exclusion of evidence when there is ‘fraud, mistake or other invalidating cause.’”
Academic Imaging, LLC v. Soterion Corp., 352 F. App’x 59, 65 (6th Cir. 2009). The
fraud exception, however, “does not include ‘a fraudulent inducement claim which
alleges that the inducement to sign the writing was a promise, the terms of which are
directly contradicted by the signed writing.’” Id. Plaintiff Richardson argues that she
was “induced to enroll in Antonelli’s Nursing Program through fraud, deceit, and
misrepresentations … namely, that her credits would be transferrable into a bridge RN
program.” (Doc. 36 at 8). This, however, is exactly what the fraud exception to the parol
evidence does not encompass, because the alleged fraudulent inducement (that her credits
would be transferable) directly contradicts the written contract (that transferability of
credits cannot be guaranteed and is at the sole discretion of the receiving institution).
Thus, the parol evidence rule is inapplicable and does not save Plaintiff Richardson’s
claims from failing under Irvin.
Accordingly, for these reasons, Defendants’ motion for judgment on the pleadings
(Doc. 33) is GRANTED and judgment is entered in Defendants’ favor on all of Plaintiff
Richardson’s claims that arise from her allegations of misrepresentations with respect to
the transferability of credits, including her claims for fraud (Count III), constructive fraud
(Count IV), intentional misrepresentation (Count V), negligent misrepresentation (Count
VI), and promissory estoppel (Count VII).
IT IS SO ORDERED.
Timothy S. Black
United States District Judge
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