If you can’t sue someone under one legal theory, renaming it won’t help. The Sixth Circuit recently held that, because there is no separate cause of action for breach of good faith and fair dealing in Ohio, a plaintiff without a live breach of contract claim can’t add a claim for breach of good faith.

Kellee Kendell sued Phoenix Health Care Services for breach of contract, claiming that Phoenix had never paid her what they promised in her written contract. Phoenix countered that after she signed the contract Kendell had verbally agreed to a pay cut then took the lowered pay for seven years. The Southern District of Ohio granted summary judgment to Phoenix and the Sixth Circuit affirmed.

Of course, a court ordinarily won’t enforce a verbal agreement to change a written contract—that’s the parole evidence rule. But the Sixth Circuit (effectively) did enforce the verbal agreement instead of the written contract, observing that “when a party acts in a manner that misleads another and causes prejudice to that party, she is estopped from bringing legal claims contrary to her conduct.” And “although Kendell assert[ed] that she and Phoenix argued about her pay . . . she does not dispute that she affirmatively approved of her pay every two weeks for seven years . . . .”

Since Kendell couldn’t bring a breach-of-contract claim, she also couldn’t bring a breach-of-good-faith claim:  Ohio courts treat a claim for breach of the duty of good faith and fair dealing as a breach of contract claim not an independent cause of action. Kendell’s breach of good faith was just a breach of contract going by a fake name. Since Kendell couldn’t bring any breach of contract claims, her amendment was futile.

Read the opinion here.