 |
 |
to fill out a simple form to connect to Personal Injury Lawyers in your area.
|
|
|
|
|
Schwaiger v. Michell Radiology Associates8/7/2002
Considered on Briefs May 28, 2002
[ ] Jim Schwaiger (Schwaiger), a radiologist, sued Mitchell Radiology Associates, P.C. (MRA), for misrepresentations that allegedly occurred while MRA was recruiting Schwaiger as an employee. The trial judge granted MRA's motion for summary judgment. Schwaiger appeals. We affirm.
FACTS
[ ] This dispute stems from actions that took place prior to Schwaiger's association with MRA. Dr. David Kundel (Kundel) and Dr. Carey Buhler (Buhler), both radiologists, formed MRA. Each owned an equal number of shares in the corporation and had equal ownership and voting rights. In 1994, a disagreement between Buhler and Kundel arose from Kundel's failure to disclose a medical malpractice claim against him to Buhler, which impacted their malpractice insurability. In resolving the dispute, the two signed an agreement stating Buhler would take over most of the management responsibilities of the corporation, and that Kundel would vote for Buhler as president and treasurer as long as Kundel was a director of the corporation. In essence, control of the corporation shifted to Buhler.
[ ] MRA began hiring additional staff, and Schwaiger responded to a posting for a radiology position. Schwaiger claims that during the initial discussions, Buhler and Kundel commented on the potential for a "partnership" position within a short time after acting as an employee of MRA. Schwaiger came from Texas to Mitchell twice to visit MRA and discuss possible employment. He claims the discussions all indicated that there would be an opportunity to become a "full partner." After initially turning down MRA's offer for employment, Schwaiger later left a position in Texas and called Kundel to see if the job was still open. It was, and the parties again negotiated for Schwaiger's employment at MRA. Based on Schwaiger's desire to become a partner more quickly, the parties agreed that his salary would be reduced in exchange for lessening the amount of time before Schwaiger could be considered for partner from two years to one year.
[ ] On April 8, 1998, Schwaiger signed a one-year employment contract with MRA, which included the following clause:
18. Eligibility to Purchase stock: Following completion of twelve (12) full months of employment, Corporation or its shareholders shall consider selling to Employee a stock ownership interest in the Corporation. The Corporation's or shareholders' decision to sell employee an ownership interest requires the unanimous vote of the shareholders on such terms and conditions as are acceptable to the Corporation and shareholders. Corporation's or shareholders' decision to sell an ownership interest to Employee is wholly within the discretion of the Corporation and shareholders. (emphasis added).
The contract also contained an integration clause superseding any prior understanding or agreement among the parties involved and a clause permitting termination of Schwaiger's employment at any time, with or without cause, on sixty days notice.
[ ] At the end of the first year of employment at MRA, Schwaiger was given the following information through a letter from MRA:
This letter is to advise you that we desire to continue your employment under the same terms and provisions of our contract date April 8, 1997, pending a modification of your compensation. It is our intent to make an offer to you regarding your purchase of 1/3rd of the outstanding shares of common stock in Mitchell Radiology Associate, P.C. Upon agreement of price and terms of payment, which then will provide that your compensation will be that of a 1/3rd owner, subject to the terms and conditions of an employment
Page 1 2 3 4 5 6 South Dakota Personal Injury Attorneys
Personal Injury Lawyers
|
| |
to fill out a simple form to connect to Personal Injury Lawyers in your area.
|
|