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Richard
Richard, Attorney
Category: Business Law
Satisfied Customers: 55716
Experience:  32 years of experience practicing law and a businessman.
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Please note: I want to direct my question to someone that specializes

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Please note: I want to direct my question to someone that specializes in contract-law.
Partners A and B want to open a medical facility.
Partner A and Partner B are 50/50 partners and set up a health management Co. (HMC) exclusively to manage said medical practice.
Partner B is a Dr. and Partner A is not.
The HMC funds the creation of the medical practice with over 200K (100K-each partner).
Partner A was responsible for all accounting (payroll, billing, payables etc) and HR issues.
Partner B is charged with all other facets of the medical practice such as:
1. Finding the space 2. Signing the lease (personal) 3. Acting as general contractor
4. Hiring contractors, staff (including Drs.) 5. Buying equipment and supplies 6. implementing a template for the running of the practice.
A pyramid is set up so the HMC provides all services (to run the practice) and receives management fees equal to all of the profits of the medical practice. The HMC then makes 50/50 distributions to Partner's A and B.
Partner A designates a Dr. as the "Owner-Dr." of the practice.
Recently Partner A sold their 50% of the HMC to a third party. Partner B subsequently bought this same 50% from this third party. Partner B is therefore the sole owner of the HMC. and continues to run the medical practice.
The problem has to do with the previously appointed "Owner-Dr."
Please note the "Owner-Dr." never materially participated in the practice! She never wrote a check, bought any supplies or treated any patients.
"Owner-Dr." and Partner A had several agreements in place.
A. Purchase Agreement- "Owner-Dr." bought the practice for $300 from the previous "Owner-Dr." Specifically it is stated that the seller "Owner-Dr." had a marketable interest which was not ownership interest.
B. Stock Pledge Agreement-Owner-Dr. pledges to grant a security interest to Partner A in order to secure owner's obligations under such guaranty. "Guaranteed Obligations" to the extent of the business collateral.
Management Service Agreement (MSA)-basically states that the practice is under the direct supervision of the medical director (Partner B). In addition, "the Practice shall pay the HMC a fee in the amount equal of the Practice Net Collections. There is also a Promissory Note secured by a lien on the practice assets which is held by the HMC.
_________________________________________________________________
Now, although Partner B owns the HMC, has de-facto total control of the Medical Practice and a pri***** *****en secured by the Practice Assets against "Owner-Dr., "Owner-Dr." is asking to be bought out. Frankly I don't think she is entitled to one red cent.
The agreements between her and Partner A (subsequently declared bankruptcy of their LLC entity) only states that she has a "marketable interest." This marketable interest is undefined. It has been suggested by a non-attorney that she only really owns the name of the Practice entity and not the business. What do you opine?
Hi! My name is ***** ***** I look forward to helping you!
Can you provide me a bit more information. Do you have a copy of the agreement made between Partner A and this prior Dr. Owner? Thanks.
Customer: replied 2 years ago.

I guess you would be referring to the MSA which includes the Promissory Note.

Yes. And, any other agreements involving this doctor making this claim. Thank you!
Customer: replied 2 years ago.

How do I get these docs to you?

You should be able to attach them through this forum.
Customer: replied 2 years ago.

I'll try my best but I might just end up exploiting my ignorance. I'm a 20th century guy living in a 21st century world. Please be so kind as to pardon the delay as I attempt to comply.

No worries at all; I totally understand. I'm have to go to a previously schedule meeting for a couple of hours. Should you respond while I'm gone, I will address it immediately upon my return. Thank you in advance for your patience. I apologize for any inconvenience.
Customer: replied 2 years ago.

Can I expect a response today? I'd like very much to get back to the "Owner-Dr." concerning this matter. Thank you.

Yes...absolutely.
Hi there. Haven't received your document yet. I can review it as soon as I receive it. Thanks.
Customer: replied 2 years ago.

I need 5 more minutes. Will you wait to receive my docs? My kid is here to help me attach the docs.

No worries. :)
Customer: replied 2 years ago.

This website isn't allowing me to attach a PDF, do you have an address I can e-mail it to?

I got it! Let me take a look at it and I'll be back with you shortly!
Customer: replied 2 years ago.

There is more to it! I will attach them in the next post.

I actually only see one document. I would need to look all these agreements entered into between this "Owner-Dr." and Partner A had several agreements in place.
A. Purchase Agreement- "Owner-Dr." bought the practice for $300 from the previous "Owner-Dr." Specifically it is stated that the seller "Owner-Dr." had a marketable interest which was not ownership interest.
B. Stock Pledge Agreement-Owner-Dr. pledges to grant a security interest to Partner A in order to secure owner's obligations under such guaranty. "Guaranteed Obligations" to the extent of the business collateral.
Management Service Agreement (MSA)-basically states that the practice is under the direct supervision of the medical director (Partner B). In addition, "the Practice shall pay the HMC a fee in the amount equal of the Practice Net Collections. There is also a Promissory Note secured by a lien on the practice assets which is held by the HMC.
Perhaps it would be helpful if we talked by phone to cut through everything. I can offer that alternative through additional services offered by JustAnswer. Let me know if that would be helpful.
Customer: replied 2 years ago.

Attachment: 2015-02-20_224338_pyramid.pdf

This should have all of the documents in one place. The pyramid is on the last page.

I think it would be helpful if we talked by phone to cut through everything. I can offer that alternative through additional services offered by JustAnswer. Let me know if that would be helpful.
Customer: replied 2 years ago.

Quote me a fee.

You will receive it shortly.
Richard and other Business Law Specialists are ready to help you
Thank you! Please see instructions below.
Customer: replied 2 years ago.

I have provided my first name and phone number in the private contact info area. I will be awaiting your call.

Thanks Henry. It was a pleasure!
Customer: replied 2 years ago.

Mr. Richard,

Would you please cite (from the agreements) exactly where "Owner-Dr." breached the contract? I'd like to specify those duties which she did not fulfill. Remember, she never materially participated in any facet of the business. Thank you. Henry

Good morning Henry. I will get that information to you a bit later this morning.
Customer: replied 2 years ago.

Thanks Fella,

I will keep an eye out for the information. Have a nice day. Henry

Thanks for your patience. :)
Assignment & Assumption Agreement - Section 3;
Stock Pledge Agreement - Section 1.1;
Management Services Agreement - Article II
Hope that helps!
Customer: replied 2 years ago.

Go onto gmail and log into the account I just created. The inbox contains only one e-mail with the attached document.

Username: Justasklawyer12345

Password: justasklawyer

Good morning Henry! I received your email and looked at your document. I have responded to you by email. Richard
Customer: replied 2 years ago.

Hi Rich,

Can you please get in touch? I have a problem?

Hi there. I'm in the Atlanta airport. How can I help?
Customer: replied 2 years ago.

Hi Rich,

It sounds as though this is not a good time. Can you get back to me by e-mail 2morow morning? Thanks

Sure...I did send you an email yesterday. Did you receive it?
Customer: replied 2 years ago.

No, I did not.

Did you receive a fax from me yesterday?

Are you planning on getting in touch 2morow morning?

Please advise.

I will reach out to you in the morning. I have an 8 AM meeting so it will be after that.
Good morning Henry. Please see below.