Orthodontist Alleges Former Employer Breached Contractual Agreements Over Arbitration Clauses

In a significant legal battle, an orthodontist is challenging her former employer over employment covenants and arbitration clauses. Farnaz Kar, D.D.S., filed a complaint against TN Dental Management, L.L.C., and its affiliates in the Court of Common Pleas of Mahoning County, Ohio, on December 22, 2023. The case revolves around the enforceability of restrictive employment covenants and whether disputes should be resolved through arbitration or court proceedings.

Farnaz Kar began her employment with TN Dental Management in 2016 under an Orthodontist Employment Agreement (EA). This agreement was later assigned to Professional Dental Alliance of Georgia, LLC (PDA Georgia) in December 2017. In July 2018, Kar acquired an ownership interest in PDA LLC by signing several agreements including a Subscription Agreement (SA), Deferred Unit Grant Agreement (DUGA), Promissory Note (PN), and Joinder to PDA’s Second Amended and Restated Operating Agreement. However, when she terminated her employment with PDA Georgia on August 13, 2023, to join Smile Doctors the next day, disputes arose regarding the enforceability of various contractual clauses.

The crux of the dispute lies in conflicting provisions across seven contracts concerning arbitration and restrictive covenants. Notably, only two agreements contained arbitration clauses while others did not. Appellants argued that claims related to the EA and PN should be arbitrated despite these inconsistencies. However, both the magistrate and trial court determined that no meeting of minds occurred regarding arbitration due to these contradictions.

Kar’s complaint sought declaratory judgment that certain employment covenants were unenforceable and alleged breaches by appellants for attempting to enforce unreasonable restraints on her professional practice. She also sought an injunction against proceeding with arbitration where no mutual agreement existed. Despite appellants’ attempts to stipulate withdrawal from certain claims under EA and PN during arbitration proceedings, courts consistently found this approach unconvincing without Kar’s consent.

Ultimately, appellate judges Mark A. Hanni, Cheryl L. Waite, and Katelyn Dickey affirmed lower court rulings favoring Kar’s position that judicial resolution was appropriate given unresolved contractual ambiguities precluding mandatory arbitration enforcement at this stage.

Attorneys involved include Matthew G Vansuch & Timothy M Reardon representing plaintiff-appellee while Kathleen Jones Goldman & Erin J McLaughlin along with Christian C Antkowiak represented defendants-appellants from Buchanan Ingersoll & Rooney PC law firm respectively under Case No:25 MA0055 dated December19th2025