Ziegler v. Anesthesia Associates of Lancaster, Ltd.

74 F. App'x 197
CourtCourt of Appeals for the Third Circuit
DecidedAugust 29, 2003
DocketNo. 02-1899
StatusPublished
Cited by3 cases

This text of 74 F. App'x 197 (Ziegler v. Anesthesia Associates of Lancaster, Ltd.) is published on Counsel Stack Legal Research, covering Court of Appeals for the Third Circuit primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
Ziegler v. Anesthesia Associates of Lancaster, Ltd., 74 F. App'x 197 (3d Cir. 2003).

Opinion

OPINION

BARRY, Circuit Judge.

The District Court dismissed the plaintiffs’ employment discrimination suit for lack of subject matter jurisdiction, and they appeal.1 Plaintiffs, anesthesiologists Anne Elizabeth Ziegler and Debra Ann DeAngelo, contend that the District Court erred when it found that the defendant, Anesthesia Associates of Lancaster, Ltd. (“AAL”), had less than 15 employees, and was therefore not covered by Title VII of the Civil Rights Act of 1964.2 We deferred decision on this appeal pending the Supreme Court’s decision in Clackamas Gastroenterology Assocs., P.C. v. Wells, — U.S. —, 123 S.Ct. 1673, 155 L.Ed.2d 615 (2003), which was handed down on April 22, 2003, and which clarified the analysis courts should use to determine whether a shareholder in a professional corporation is an “employee” or an “employer.” Because the District Court’s findings in this case establish that AAL’s shareholders were employers and not employees under the test articulated in Clackamas, and because AAL, therefore, had less than 15 employees, we will affirm.

Plaintiffs are anesthesiologists. Defendant, AAL, is a professional corporation which provides anesthesia services and which consists of 19 shareholder-employees, all of whom are anesthesiologists, and 13 non-shareholder-employees, consisting of both doctors and other staff. Plaintiffs were staff physicians who aspired to be shareholders. Plaintiff DeAngelo resigned and plaintiff Ziegler was fired, they claim because of sex discrimination and retaliation. They sued AAL alleging violations of Title VII, the Equal Pay Act, the Pennsylvania Human Relations Act and Pennsylvania common law.

On December 29, 2000, AAL filed a motion to dismiss in which it argued that the District Court did not have jurisdiction because Title VII only applies to employers with 15 or more employees. See 42 U.S.C. § 2000e(b). The District Court denied the motion without prejudice and permitted limited discovery on the issue of the number of employees AAL had during the relevant time period. AAL thereafter filed a renewed motion to dismiss and/or for summary judgment which the District Court granted, holding that it lacked jurisdiction.3 The basis of the Court’s holding [199]*199was its conclusion that AAL’s shareholder-employees were employers for purposes of Title VII, and that AAL, therefore, lacked the requisite fifteen employees.4 The parties agree that unless the shareholder-employees are found to be employees, AAL would have less than the requisite 15 employees.

Title VII defines an employer as “a person engaged in an industry affecting commerce who has fifteen or more employees for each working day in each of twenty or more calendar weeks in the current or preceding calendar year, and any agent of such a person.” 42 U.S.C.2000e(b). An employee is “an individual employed by an employer.” 42 U.S.C.2000e(f). In Clackamas, the Supreme Court reiterated its conclusion that this definition is “‘completely circular and explains nothing.’ ” Clackamas, 123 S.Ct. at 1678 (quoting Nationwide Mut. Ins. Co. v. Darden, 503 U.S. 318, 322, 112 S.Ct. 1344, 117 L.Ed.2d 581 (1992)).

Prior to the Supreme Court’s decision in Clackamas, the circuit courts of appeals were split on the best way to approach the question of whether shareholders in a professional corporation were or could be employees for purposes of the anti-discrimination statutes. The Eighth Circuit focused on the extent to which the shareholders control and manage the corporation, as well as the extent to which they own it. See Devine v. Stone, Leyton & Gershman, P.C., 100 F.3d 78, 81 (8th Cir.1996). The Devine Court held that one factor which goes towards the degree of control and management is the ability to participate in setting corporate policy; factors going towards ownership include contributions of capital, liability for debts, and compensation based on profits. Id. This approach enabled the Devine Court to look beyond the fact that the shareholders in that case were technically employees of the defendant professional corporation. Two other courts of appeals have also held that shareholder-employees — like partners in a partnership — may under certain circumstances be considered employers and not employees. See Fountain v. Metcalf, Zima & Co., 925 F.2d 1398, 1400-1401 (11th Cir.1991); E.E.O.C. v. Dowd & Dowd, Ltd., 736 F.2d 1177, 1178 (7th Cir.1984).

The Second and Ninth Circuits, on the other hand, have held that a shareholder-employee of a professional corporation is per se an “employee” for purposes of the anti-discrimination statutes, because he or she is not a “partner.” See Wells v. Clackamas Gastroenterology Assocs., P.C., 271 F.3d 903, 905 (9th Cir.2001)(rev’d-U.S. -, 123 S.Ct. 1673, 155 L.Ed.2d 615 (2003))(shareholders of a corporation were employees because (1) they were not partners, (2) they actively participated in the management and operation of their medical practice, and (3) they signed employment agreements); Hyland v. New Haven Radiology Assocs., P.C., 794 F.2d 793, 798 (2d Cir.l986)(shareholder-employees are employees for purposes of the statute because they are not partners).

At issue in Clackamas was whether four physicians actively engaged in medical practice as shareholders and directors of a professional corporation were employees under the Americans with Disabilities Act, which employs the same definition of employee as Title VII and similarly limits its applicability to employers with more than 15 employees. After acknowledging that there was no such thing as a “professional [200]*200Corporation” at common law, the Supreme Court concluded that “the common law’s definition of the master-servant relationship does provide helpful guidance.”5 Clackamas, 123 S.Ct. at 1679. The Court determined that “the common-law element of control is the principal guidepost that should be followed[.]” Id.

The Supreme Court held that each of the following six factors, drawn from the Equal Employment Opportunity Commission Compliance Manual, is relevant:

“Whether the organization can hire or fire the individual or set the rules and regulations of the individual’s work”
‘Whether and, if so, to what extent the organization supervises the individual’s work”
“Whether the individual reports to someone higher in the organization”
“Whether and, if so, to what extent the individual is able to influence the organization”

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Bluebook (online)
74 F. App'x 197, Counsel Stack Legal Research, https://law.counselstack.com/opinion/ziegler-v-anesthesia-associates-of-lancaster-ltd-ca3-2003.