Court File No. ONTARIO SUPERIOR COURT OF JUSTICE B E T W E E N: PAUL WOODS Plaintiff and LONDON HEALTH SCIENCES CENTRE Defendant STATEMENT OF CLAIM TO THE DEFENDANT A LEGAL PROCEEDING HAS BEEN COMMENCED AGAINST YOU by the plaintiff. The claim made against you is set out in the following pages. IF YOU WISH TO DEFEND THIS PROCEEDING, you or an Ontario lawyer acting for you must prepare a statement of defence in Form 18A prescribed by the Rules of Civil Procedure, serve it on the plaintiff’s lawyer or, where the plaintiff does not have a lawyer, serve it on the plaintiff, and file it, with proof of service in this court office, WITHIN TWENTY DAYS after this statement of claim is served on you, if you are served in Ontario. If you are served in another province or territory of Canada or in the United States of America, the period for serving and filing your statement of defence is forty days. If you are served outside Canada and the United States of America, the period is sixty days. Instead of serving and filing a statement of defence, you may serve and file a notice of intent to defend in Form 18B prescribed by the Rules of Civil Procedure. This will entitle you to ten more days within which to serve and file your statement of defence. IF YOU FAIL TO DEFEND THIS PROCEEDING, JUDGMENT MAY BE GIVEN AGAINST YOU IN YOUR ABSENCE AND WITHOUT FURTHER NOTICE TO YOU. IF YOU WISH TO DEFEND THIS PROCEEDING BUT ARE UNABLE TO PAY LEGAL FEES, LEGAL AID MAY BE AVAILABLE TO YOU BY CONTACTING A LOCAL LEGAL AID OFFICE. TAKE NOTICE: THIS ACTION WILL AUTOMATICALLY BE DISMISSED if it has not been set down for trial or terminated by any means within five years after the action was commenced unless otherwise ordered by the court. Electronically issued Délivré par voie électronique : 13-Jan-2021 London Court File No./N° du dossier du greffe: CV-21-00000047-0000 -2- Date Issued by Local Registrar Address of court office: Superior Court of Justice 80 Dundas Street London ON N6A 6A3 TO: London Health Sciences Centre 800 Commissioners Road East London ON N6A 5A5 Attention: Board of Directors Electronically issued / Délivré par voie électronique : 13-Jan-2021 Court File No./N° du dossier du greffe: CV-21-00000047-0000 -3- CLAIM 1. The Plaintiff Paul Woods (“Dr. Woods”) claims: (a) a declaration that the Defendant terminated Dr. Woods in bad faith; (b) damages for the bad faith termination of Dr. Woods’ employment in the amount equal to his base salary, performance based compensation, benefits, and pension for the period from January 10, 2021 to January 14, 2023, or in the alternative, $1,400,000.00; (c) a declaration that the Defendant defamed Dr. Woods; (d) general damages for loss of reputation of Dr. Woods in the amount of $1,000,000.00; (e) a declaration that the Defendant breached Dr. Woods’ contract of employment and the Ontario Human Rights Code, R.S.O. 1990, c.H.19 by discriminating against him on the basis of family status; (f) damages for the breach of the Ontario Human Rights Code in the amount of $100,000.00; (g) pre-judgment interest in accordance with section 128 of the Courts of Justice Act, R.S.O. 1990, c. C.43, as amended; (h) post-judgment interest in accordance with section 129 of the Courts of Justice Act, R.S.O. 1990, c. C.43, as amended; Electronically issued / Délivré par voie électronique : 13-Jan-2021 Court File No./N° du dossier du greffe: CV-21-00000047-0000 -4- (i) the costs of this proceeding, plus all applicable taxes; and (j) such further and other Relief as to this Honourable Court may seem just. I. The Parties 2. The Plaintiff, Dr. Woods, is a senior health care leader with a wide range of clinical and administrative experience in both Canada and the United States. Dr. Woods commenced a five￾year contract as the President and Chief Executive Officer of the London Health Sciences Centre in January 2018. Prior to this, Dr. Woods was the Senior Vice President, Provider Network Organization for Trinity Health in Livonia, Michigan from July 2014 to July 2017. Dr. Woods first moved to Michigan in March 2012. 3. Dr. Woods is a citizen of Canada and holds permanent residency status in the United States. 4. The Defendant London Health Sciences Centre (“LHSC”) is one of Canada’s largest acute care teaching hospitals, providing patient care for the people of London, the region, and beyond. Physicians, residents, and staff at LHSC number nearly 15,000 and collectively provide care for more than one million patient visits annually. 5. LHSC is governed by a Board of Directors which is responsible for the overall governance of the affairs of the hospital. Amy Walby is the Chair of the Board of Directors (“the Chair”). The Board of Directors appoints and supervises the President and Chief Executive Officer of LHSC, who reports to it. Susan Nickle is the General Counsel, Chief People Officer and Chief Privacy Officer of LHSC. Electronically issued / Délivré par voie électronique : 13-Jan-2021 Court File No./N° du dossier du greffe: CV-21-00000047-0000 -5- II. Background to the Claim 6. None of Dr. Woods’ immediate family resides in the city of London, Ontario. Dr. Woods’ immediate family primarily resides in the state of Michigan in the United States. This includes Dr. Woods’ fiancée, daughter, and former spouse. 7. On Saturday, March 21, 2020 at 12:01AM EDT the federal governments of Canada and the United States restricted all non-essential travel across the Canada-United States land border. 8. This decision imposed significant hardship on Dr. Woods and his family as it obstructed their ability to readily reunite by driving across the land border. The imposition of the border restrictions prevented Dr. Woods’ fiancée, a citizen of the United States, from regularly entering Canada and reuniting with Dr. Woods in London, Ontario. 9. However, Dr. Woods, as a permanent resident of the United States, was not captured by the land border restrictions and could continue to commute by car between the two countries, subject to any quarantine restrictions. 10. Dr. Woods did not take the decision to enter the United States lightly. 11. On Tuesday, June 16, 2020, Dr. Woods discussed his family situation with Ms. Nickle and sent an e-mail to Ms. Walby as follows: Hi Amy I discussed the issue of Working From home with [Ms. Nickle] this morning. As I had indicated, the policy relating to WFH [Work From Home] is quite liberal and is intended to give leaders the latitude to ensure that their work is accomplished while accommodating individual circumstances. Electronically issued / Délivré par voie électronique : 13-Jan-2021 Court File No./N° du dossier du greffe: CV-21-00000047-0000 -6- Accordingly, anyone who can work from home may be given the ability to do that by their leader without restriction. She is of the opinion that this additionally should be designated a Family Accommodation. If you require more clarification let me know. Paul 12. Ms. Walby responded less than an hour later as follows: Thanks Paul, that is really helpful. I appreciate the heads up on your need to travel to the US and the plan to self-isolate as required thereafter, and comfortable that it fits into existing policy re WFH for leaders. I am doubly comfortable that you can effectively fulfill your work responsibilities from home, as has been fully and completely (to borrow from the Hip) demonstrated. Amy 13. On Wednesday, August 5, 2020, Dr. Woods wrote to Ms. Walby by e-mail once again about his family situation as follows: This is a guidance issue. As you know, my family and fiancée live in the US. Due to the remarkably incompetent response of the US, Canada doesn’t want non-citizens here. If I cross the border I am required to quarantine for 14 days. This is making a long distance relationship more challenging. We may end up changing our plans to make this permanent sooner rather than later, which is disappointing….we wanted to celebrate with family, but as long as Canada insists on a marriage license we may have little choice if she is to get here at all. We are also held up by finalization of my divorce by the courts closure, so even if this was our decision we are not sure when that will be ameliorated. I am assuming that I will have to go there if we want to see each other. That will necessitate working from home. Realistically, this presents little challenge as virtually everything is….virtual. But there may be some optics issues. From an HR perspective [Ms. Nickle] says this would count as a “family accommodation”, and there are WFH guidelines that would apply. Electronically issued / Délivré par voie électronique : 13-Jan-2021 Court File No./N° du dossier du greffe: CV-21-00000047-0000 -7- Is this something I should bring to the Board? If I went every two months for a week, it would mean I would have to WFH for a total of three weeks. While this doesn’t seem palatable (it’s awfully boring being alone in the house for two weeks after), I am also committed to maintaining my bio/psycho/social health….and isolation does not facilitate that. Do you have thoughts on this? Thanks Paul 14. On Thursday, August 6, 2020, Ms. Walby responded to Dr. Woods as follows: Hi Paul, This must be very difficult for you, Paul. Thanks for sharing the issue. Only you can measure the costs of the CEO being away from the hospital and WFH periodically vs the personal toll of not seeing your loved ones. For any key hospital employees, I think it is reasonable to afford some ability to see loved ones at the cost of working remotely for 2 weeks, as long as it is not too frequent. One visit every two months seems to hit the mark as a (painful) compromise. I support what you need to do on this. I don’t think the Board needs to approve but we can give them a heads up. I hope you and [your fiancée] manage through this ok, you certainly have my sympathy. Amy 15. In October 2020 Dr. Woods and Ms. Walby again communicated about a planned trip to see his immediate family in the United States. This communication was by text. Ms. Walby was again made aware of Dr. Woods’ plans and stated to him: “You certainly deserve some time off!!”. 16. On Friday, January 8, 2021, LHSC released a media statement regarding Dr. Woods. The statement provided as follows: Electronically issued / Délivré par voie électronique : 13-Jan-2021 Court File No./N° du dossier du greffe: CV-21-00000047-0000 -8- London Health Sciences Centre (LHSC) President and CEO, Dr. Paul Woods, a Canadian citizen with green card status in the United States, has travelled to the US five times since March 2020, including most recently from Dec. 19 to 25. Dr. Woods lives alone and made these trips to visit his immediate family in the United States. In addition to these extenuating circumstances, Dr. Woods followed public health guidelines and mitigated risk by driving across the border, staying in one place while in the US, and quarantining upon his return. “The Board of Directors is aware Dr. Woods continued to travel for personal reasons given the separation from his immediate family and the Board supports his continued leadership of LHSC. At a meeting of the elected Directors of the Board, Dr. Paul Woods received the support of the Board, and we believe it is in the best interest of the system to maintain stability at the CEO level at such tumultuous times,” says Chair of LHSC’s Board of Directors, Amy Walby. “I will no longer be traveling until federal restrictions limiting non-essential travel are lifted. Hindsight will always be 20/20 and I cannot turn back the clock. What I can do is take accountability for my decision to visit with immediate family out-of-country and fully apologize. Please accept my deepest regret for my actions,” says Dr. Woods. London Health Sciences Centre will not be commenting further at this time. [Emphasis in original] 17. On Sunday, January 10, 2021, Ms. Walby informed Dr. Woods of the decision of the Board of Directors to terminate his employment, effective immediately, on a without cause basis. The termination letter advised Dr. Woods to retain legal counsel to discuss his entitlement to compensation and the terms of separation. 18. On Monday, January 11, 2021, Dr. Woods was able to retain legal counsel early in the morning. At 9:30AM, Dr. Woods wrote to Ms. Walby and Ms. Nickle advising them of his choice of counsel and requesting the opportunity to review any public communication about him with his counsel before it was released given the devastating impact the Board of Directors’ decision had to terminate his employment on him, his family, and his career. Electronically issued / Délivré par voie électronique : 13-Jan-2021 Court File No./N° du dossier du greffe: CV-21-00000047-0000 -9- 19. LHSC did not provide Dr. Woods with any such opportunity and did not respond to his request. 20. A short while later on January 11, 2021, LHSC released the following media statement regarding Dr. Woods: Effective immediately, the Board of Directors of London Health Sciences Centre (LHSC) has decided to end Dr. Paul Woods’ employment as LHSC’s President and Chief Executive Officer. The Board is committed to ensuring the stability of our organization during this global pandemic and we recognize the unprecedented efforts and dedication of hospital staff and physicians. The Board’s responsibility is to act in the best interests of LHSC and the communities it serves and this decision responds to hospital and community concerns about recent news of Dr. Woods’ travel outside Canada during the pandemic. It has become clear that this situation has affected the confidence of staff, physicians and the community in Dr. Woods’ leadership. While the Board was aware of Dr. Woods’ personal circumstances, it had no advance notice of and did not approve his travel outside Canada. There is no process for the Board of a public hospital to approve a chief executive officer’s personal travel. None of the elected directors of the Board of LHSC have travelled outside of Canada since the onset of the pandemic. LHSC’s Board of Directors would like to thank Dr. Woods for his service. The interim President and Chief Executive Officer of LHSC will be announced in the coming days and LHSC will not be commenting further at this time. [emphasis added] III. Basis of the Claim a. Defamation and Loss of Reputation 21. The media statement of January 11, 2021 was inaccurate and defamatory of Dr. Woods. Electronically issued / Délivré par voie électronique : 13-Jan-2021 Court File No./N° du dossier du greffe: CV-21-00000047-0000 -10- 22. The Board had advance notice of Dr. Woods’ travel outside Canada. Dr. Woods raised the matter with the Chair of the Board, asked for guidance, and asked whether he should bring the matter to the Board. The Chair told Dr. Woods that he had her support and that the matter was personal. The Chair said she would advise the Board. 23. It may be true that the Board did not formally approve any travel of Dr. Woods, or any other employee, as it is not the role of the Board to approve travel arrangements, nor is there any mechanism for it to do so. However, the Chair of the Board took it upon herself to speak for the Board about Dr. Woods’ planned travel. She advised him that he did not need to seek its approval. She took it upon herself to approve of his plans. At no time did she provide guidance to Dr. Woods, who reported to her and the Board, that any other approval process was needed. 24. In its January 11, 2021 public statement, the Board created the impression that Dr. Woods was not forthright and candid with the Board, which is not the case. Dr. Woods proactively raised his potential travel to see his immediate family with the Chair in June, August and October 2020 and at no time did he in any way mislead the Board or attempt to conceal his activities. 25. In suggesting that Dr. Woods was not forthright and candid with the Chair, the media statement portrayed Dr. Woods in the same negative light which surrounds discoveries of recent leisure trips by politicians, health care leaders, and health care professionals over the Christmas holiday period, in particular, that he mislead the Board or concealed his activities. 26. Further, the Board knowingly and deliberately created this impression to attempt to spare itself from criticism, while inaccurately attempting to shift blame and responsibility to Dr. Woods. Electronically issued / Délivré par voie électronique : 13-Jan-2021 Court File No./N° du dossier du greffe: CV-21-00000047-0000 -11- Its efforts in this respect were a knowing and deliberate effort to preserve its own reputation and standing at the cost of Dr. Woods’ reputation and standing. Such conduct was malicious. 27. Dr. Woods was subject an online petition calling for his resignation, which collected more than 7,000 signatories. Media articles, no doubt sourcing their content from the defamatory media statement, have written about Dr. Woods’ travel as though it was wrongdoing which had been exposed to his employer. 28. Dr. Woods claims $1,000,000.00 in general damages for loss or reputation. b. Bad Faith Termination 29. LHSC is entitled to terminate Dr. Woods without cause pursuant to his employment contract. However, LHSC misled Dr. Woods in its exercise of the termination clause. LHSC provided repeated assurances to Dr. Woods that his travel to the United States was acceptable. Dr. Woods received these assurances from the Chair of the Board of Directors. 30. LHSC breached its duty of good faith, and thereby its contract of employment, in exercising its right to terminate Dr. Woods for travelling to reunite with immediate family members, after repeatedly providing him assurances that such behaviour was acceptable. Further, it provided a public statement about Dr. Woods on January 11, 2021 that it knew or ought to have known contained inaccurate information. It did so in bad faith and out of an effort to preserve its own and it Board’s reputations at the expense of the reputation of Dr. Woods. It chose not to mitigate these damages by correcting this inaccurate statement after it was issued. All of this conduct amounts to bad faith in the manner of the termination of Dr. Woods. Electronically issued / Délivré par voie électronique : 13-Jan-2021 Court File No./N° du dossier du greffe: CV-21-00000047-0000 -12- 31. Damages as such flow from the consequential loss of opportunity. Dr. Woods claims the remaining value of his contract of employment through its end date of January 14, 2023. c. Breach of the Ontario Human Rights Code 32. Dr. Woods travelled to the United States to reunite with his immediate family members. Dr. Woods made the purpose of his trip abundantly clear to both Ms. Nickle in addition to the Chair of the Board of Directors. It was Ms. Nickle that initially recognized Dr. Woods’ situation as a family accommodation. 33. Dr. Woods’ family status is protected from discrimination under the Ontario Human Rights Act. Dr. Woods was terminated from his employment and the termination was communicated to be a result of a loss of confidence by the Board of Directors of LHSC due to Dr. Woods visiting his immediate family. 34. Dr. Woods claims $100,000.00 in damages for breach of the Ontario Human Rights Code and the discrimination he was subjected to by the Defendant on the basis of a prohibited ground of discrimination. 35. The Plaintiff proposes that this action be tried in London, Ontario. Electronically issued / Délivré par voie électronique : 13-Jan-2021 Court File No./N° du dossier du greffe: CV-21-00000047-0000 -13- (Date of issue) WRIGHT HENRY LLP 200 Wellington Street West, Suite 602 Toronto ON M5V 3C7 Michael D. Wright, LSO# 32522T mwright@wrighthenry.ca Youssef Kodsy, LSO# 80036O ykodsy@wrighthenry.ca Tel: (416) 306-8280 Fax: (416) 306-8281 Lawyers for the Plaintiff Electronically issued / Délivré par voie électronique : 13-Jan-2021 Court File No./N° du dossier du greffe: CV-21-00000047-0000 PAUL WOODS -and- LONDON HEALTH SCIENCES CENTRE Plaintiff Defendant Court File No. ONTARIO SUPERIOR COURT OF JUSTICE PROCEEDING COMMENCED AT LONDON STATEMENT OF CLAIM WRIGHT HENRY LLP 200 Wellington Street West, Suite 602 Toronto ON M5V 3C7 Michael D. Wright, LSO# 32522T mwright@wrighthenry.ca Youssef Kodsy, LSO# 80036O ykodsy@wrighthenry.ca Tel: (416) 306-8280 Fax: (416) 306-8281 Lawyers for the Plaintiff Electronically issued / Délivré par voie électronique : 13-Jan-2021 Court File No./N° du dossier du greffe: CV-21-00000047-0000