In re Fairmont General Hospital, Inc.

569 B.R. 421, 2017 Bankr. LEXIS 803
CourtUnited States Bankruptcy Court, N.D. West Virginia
DecidedMarch 24, 2017
DocketCase No. 13-bk-01054
StatusPublished

This text of 569 B.R. 421 (In re Fairmont General Hospital, Inc.) is published on Counsel Stack Legal Research, covering United States Bankruptcy Court, N.D. West Virginia primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
In re Fairmont General Hospital, Inc., 569 B.R. 421, 2017 Bankr. LEXIS 803 (W. Va. 2017).

Opinion

MEMORANDUM OPINION

Patrick M. Flatley, United States Bankruptcy Judge

On December 8, 2016, Clifford A. Zucker, in his capacity as Liquidating Trustee and Estate Representative (the “Liquidating Trustee”), objected to the amended employment discharge proof of claim filed by Robert Marquardt (“Marquardt”), former President and Chief Executive Officer (“CEO”) of the Debtor, based upon, among other things, the claim being unenforceable against Fairmont General Hospital, Inc. (the “Debtor”). The primary thrust of the Debtor’s objection is that Marquardt resigned from his position and, as such, is not entitled to certain benefits that would otherwise accrue to him in the event that his departure is characterized as an involuntary termination. At a prior hearing addressing his objection, the Liquidating Trustee agreed to accept as true the statement of facts set forth in Marquardt’s affidavit for the limited purpose of enabling the court to make a determination as to whether he resigned or was terminated. In that regard, if the court determines that Marquardt was terminated, then the Liquidating Trustee has preserved for further litigation the issue as to whether the termination was based upon cause.

The Liquidating Trustee argues that Marquardt’s claim is unenforceable against the Debtor because his claim seeks to recover severance compensation when he resigned, rather than was terminated, from his position as President and CEO of the Debtor. Moreover, the Liquidating Trustee asserts that Marquardt’s admitted request to characterize his departure as a resignation estops him from seeking to recover any severance compensation. Alternatively, the Liquidating Trustee points to certain components of Marquardt’s claim that are [425]*425allegedly not enforceable under his contract with the Debtor. Finally, the Liquidating Trustee asserts that Marquardt amended his proof of claim after the bar date and plan confirmation, and that his amendments do not survive the scrutiny necessary for late-amended proofs of claim. In opposition, Marquardt asserts that his claim is enforceable as he was constructively terminated by the Debtor under state law. Moreover, he asserts that all of the components of his claim are provided for in his employment agreement. Finally, he asserts that his claim, though amended .well beyond the claims bar date, is permissible because he merely adjusted the claim to be more accurate and because he reduced the total amount of his claim.

I. FACTS

For the limited purpose already noted, the Liquidating Trustee concedes the facts asserted by Marquardt. Thus, the background of this dispute unfolds as follows. On July 21, 2009, Marquardt and the Debt- or entered into an Executive Employment Agreement (the “Employment Agreement”) whereby Marquardt would serve as the Debtor’s President and CEO for a three-year term. Under the Employment Agreement, that term was subject to periodic extensions and was in fact extended until December 31, 2013. On September 23, 2013, shortly after the Debtor’s September 3, 2013 entry into bankruptcy, the Debtor’s Board of Directors held a meeting. At that meeting, the Debtor’s directors informed Marquardt that they desired to take the Debtor in a different direction and that they had selected Peggy Coster to replace Marquardt as CEO. In response, Marquardt requested that the Debtor phrase his termination as a resignation. The Board honored Marquardt’s request and described Marquardt’s departure as a resignation in every applicable instance.

During the interaction between the Board and Marquardt, the Board failed to discuss any reason for his purported termination. Moreover, Marquardt received no advance notice that his future as an executive employee of the Debtor was in question. Furthermore, Marquardt was ' not accorded time to consult with an attorney or otherwise contemplate his options. Rather, after he was informed that the Debtor hired his replacement, he immediately requested that he and the Debtor describe his departure as a resignation, after which he left the meeting and forthwith and permanently ceased employment with the Debtor,

On October 4, 2013, Marquardt received his base salary and amounts owed and accrued for paid time off that he earned while employed by the Debtor between the Debtor’s petition date and the end of his employment. Then, on February 6, 2014, Marquardt filed his proof of claim seeking a priority wage claim of $12,475 and a general unsecured claim of $346,089.61. He cited the Debtor’s breach of his Employment Agreement as the basis for his proof of claim. Specifically, he sought to recover $265,000 as the value of his annual base salary, recoverable under the Employment Agreement upon termination without cause, $7,885.20 in compensation for termination without 60 days’ notice, $52,436.58 for 399 hours of unpaid legacy paid time off, $13,256.47 for an additional 100.871 hours of paid time off, and $19,986.36 in compensation for the Debtor’s failure to provide him with healthcare despite terminating him without cause.

After Marquardt’s purported termination, the Debtor ceased to provide him with the same health care benefits it offered during his employment. Instead, it offered him the opportunity to maintain the same coverage at his expense in com[426]*426pliance with the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) for $1,665.54 per month. Marquardt instead elected to go uninsured until he obtained insurance coverage through a new employer. On January 15, 2014, Mar-quardt obtained new employment with Select Medical in Fort Wayne, Indiana as its CEO. His new position compensated him a gross base salary of $145,000 and provided new medical coverage 60 days after the start of his new employment.

The Debtor’s Chapter 11 Plan was confirmed on April 24, 2015. The Effective Date of the Plan was May 28, 2015. On August 30, 2016, the Liquidating Trustee objected to Marquardt’s proof of claim. Marquardt responded, defending portions of his proof of claim but also noting that he intended to file an amended proof of claim. Notably, the claims bar date of February 14, 2014 had passed. However, after a hearing on the matter, the court ordered Marquardt to file an amended proof of claim by November 3, 2016. Marquardt complied and filed his amended proof of claim on November 3.

Marquardt’s amended proof of claim decreased his total claim from $358,564.61 to $311,312.12. The claim still asserted $12,475 in priority unsecured claims, while the remainder of the claim is alleged to be general unsecured debt. Although Marquardt reduced his total claim, the reduction was accomplished by modifying numerous facets of the claim, including increasing the amounts asserted for certain components. Specifically, Marquardt asserts that the claim is comprised of $173,594.06, not $265,000, in base salary compensation under the Employment Agreement. This adjustment represented the greatest reduction of any of the components of the amended proof of claim. Marquardt also decreased the amount of the claim attributable to compensation for the cost of healthcare from $19,986.36 to $10,376.48 and increased the portion of his claim attributable to compensation for failure to provide 60-days’ notice from $7,885.20 to $44,934.84. Finally, the amended proof of claim introduced a new component in that it asserts that Mar-quardt is entitled to $16,401.24 in retirement contributions. This element of the amended proof of claim was absent in the original claim.

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Cite This Page — Counsel Stack

Bluebook (online)
569 B.R. 421, 2017 Bankr. LEXIS 803, Counsel Stack Legal Research, https://law.counselstack.com/opinion/in-re-fairmont-general-hospital-inc-wvnb-2017.