Kondapalli v. DeMasi (In re DeMasi)

522 B.R. 696
CourtUnited States Bankruptcy Court, M.D. Florida
DecidedDecember 9, 2014
DocketCase No. 8:13-bk-08406-MGW; Adv. No. 8:13-ap-00889-MGW
StatusPublished

This text of 522 B.R. 696 (Kondapalli v. DeMasi (In re DeMasi)) is published on Counsel Stack Legal Research, covering United States Bankruptcy Court, M.D. Florida primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
Kondapalli v. DeMasi (In re DeMasi), 522 B.R. 696 (Fla. 2014).

Opinion

MEMORANDUM OPINION AND ORDER ON MOTION FOR SUMMARY JUDGMENT

Michael G. Williamson, United States Bankruptcy Judge

Bankruptcy Code § 523(a)(2)(A) provides that a discharge under the Bankruptcy Code does not discharge a debtor from liability for money, property, services, or credit obtained by fraud. In December 2012, a Florida state court determined that Dr. Ronald DeMasi, one of the Debtors in this case, was liable for defrauding Gulf Coast Digestive Health Center, PL (“State Court Judgment”). Dr. DeMasi has since filed for bankruptcy, and Dr. Ravi Kondapalli, by and on behalf of Gulf Coast Digestive Health Center, PL (“Plaintiff’), now seeks a determination that Dr. DeMasi’s state court liability is nondischargeable as a matter of law. Because the State Court Judgment evidences that all elements of § 523(a)(2)(A) are satisfied, it is entitled to collateral estoppel effect. Accordingly, summary judgment will be granted in favor of the Plaintiff on his claim under § 523(a)(2).

Factual Background1

In 1999, Gulf Coast Endoscopy Center of Venice, LLC (“GCEC”) was formed for the purpose of building an ambulatory surgery center. The members of that entity included Dr. DeMasi and Dr. Kondapalli.2 Surgical Synergies, Inc. (“SSI”) provides development and management services (including billing and collection) to ambulatory surgery centers.3 In February 2000, GCEC and SSI entered into a management agreement under which SSI provided management services for the surgery center.4

[699]*699An audit of SSI’s performance in 2003 revealed serious concerns about discrepancies between SSI billing reports and the actual numbers. SSI was put on notice that if its performance did not improve, then GCEC intended on terminating the management agreement.5 Another audit was conducted in 2004. It was also very unfavorable to SSI.6 But none of the members of GCEC, other than Dr. DeMasi, received a copy of the second audit. And with knowledge that the second audit was unfavorable, Dr. DeMasi remained silent at a meeting of the members when SSI affirmatively represented that the audit report was favorable.7 In fact, Dr. DeMa-si never disclosed the fact that the audit was unfavorable to GCEC’s other members.8 According to the State Court, “[T]hese facts reveal a disturbing pattern of deceit and misrepresentation.”9

In January 2005, Dr. DeMasi wrote a letter to the chief executive officer of SSI expressing excitement and interest in working with SSI, as a joint venture partner, to develop and manage endoscopy surgery centers.10 The entity that would be formed was an endoscopy entity within SSI to be called Surgical Synergies Endoscopy, LLC (“SSE”). Dr. DeMasi had a financial interest or an interest in the form of the opportunity to receive either cash payment for the successful referral to SSI/ SSE or the ability to obtain an equity position in a completed surgery center should a deal have closed. Dr. DeMasi described his financial interest in SSE “as either taking stocks in SSE or an equity interest in the centers developed or acquired by SSE or both.”11

There were various descriptions of Dr. DeMasi’s interests in either SSI or SSE/ Dr. DeMasi’s financial interest was described by an officer of SSI at trial as “being fluid and dependent on the size of the deal that Dr. DeMasi helped to close and could range from a monetary finder’s fee to an equity position in the new project.” 12 An employee of SSE described Dr. DeMasi’s financial interest as some form of a partnership. Her general understanding was that Dr. DeMasi would have some ownership interest in either SSI or SSE or some entity formed for the purposes of establishing a center.13 Another employee testified that Dr. DeMasi had the potential to be a shareholder in a company that developed endoscopy centers.14 An officer of SSI admitted that SSI offered Dr. DeMasi a financial interest both in the form of a finder’s fee and equity participation in order to incentivize Dr. DeMasi.15

From the date SSE was formed in January 2005, Dr. DeMasi took multiple steps to conceal his true relationship with SSI/ SSE from his fellow members at GCEC.16 In fact, there was an agreement between Dr. DeMasi and various employees of SSI [700]*700that “mum’s the word” regarding his involvement in the development of SSE.17 As found by the State Court, “Dr. DeMasi consistently denied and misrepresented his level of involvement and his financial interest or interest in SSE to his fellow members of GCEC [and a related entity], Gulf Coast Digestive. On at least three occasions when confronted by his fellow members with questions regarding his involvement and financial interest in SSI/SSE, Dr. DeMasi denied both.”18

Sometime during the second half of 2005, Dr. DeMasi and principals from SSI approached Dr. Kondapalli and two other GCEC physicians, Dr. Howard Grossbard and Dr. Peter Dumas, about the possibility of opening a new medical practice.19 Dr. DeMasi presented a pro forma, which showed the other physicians that together they could achieve an economy of scale that would enable each one of them to earn greater income. After several meetings over the following months, the physicians agreed to the plan, and they collectively created a new medical practice in July 2006 — the Plaintiff, Gulf Coast Digestive Health Center, PL.20

In September 2006, one of the doctors at GCEC discovered a website maintained by SSE. It showed Dr. DeMasi as president of the company. A meeting was called, and Dr. DeMasi was confronted with a printout of the website. As found by the State Court, “Dr. DeMasi denied having ever seen the website; that he had no knowledge of his defined role with SSE, and that this was the first time he saw that SSE had publicly represented him as its President.”21 Contrary to this representation, Dr. DeMasi had, in fact, prepared logos, brochures, PowerPoint presentations, and business cards, all of which referred to him as president of SSE and identified the website for SSE, which also listed him as president.22 As the State Court found, “For Dr. DeMasi to deny he had a financial interest or an interest in SSI/SSE in September 10, 2006, when confronted with the SSE website, was a deliberate misstatement of fact designed to mislead his partners.”23

Dr. DeMasi’s second denial came in 2007 when Dr. Dumas resigned from Gulf Coast Digestive following a volatile Board of Managers meeting at which Dr. Dumas expressed his desire to terminate SSI for their obvious poor performance. Dr. De-Masi became so enraged at the suggestion that he threw a metal object at Dr. Dumas, cursed him, and told him to quit and leave. Dr. Dumas resigned the very next day.24

Thereafter, Gulf Coast Digestive and Dr. Dumas entered into a Settlement Agreement and Release. As a condition of his executing the Settlement Agreement and Release, Dr. Dumas required Dr. De-Masi to make a representation in the agreement as follows:

7. Dr. DeMasi Representation. Dr.

Free access — add to your briefcase to read the full text and ask questions with AI

Related

HSSM 7 Ltd. Partnership v. Bilzerian
100 F.3d 886 (Eleventh Circuit, 1996)
AGRIPOST, LLC v. Miami-Dade County, Fla.
525 F.3d 1049 (Eleventh Circuit, 2008)
Cromwell v. County of Sac
94 U.S. 351 (Supreme Court, 1877)
Parklane Hosiery Co. v. Shore
439 U.S. 322 (Supreme Court, 1979)
Montana v. United States
440 U.S. 147 (Supreme Court, 1979)
Brown v. Felsen
442 U.S. 127 (Supreme Court, 1979)
Allen v. McCurry
449 U.S. 90 (Supreme Court, 1980)
Marrese v. American Academy of Orthopaedic Surgeons
470 U.S. 373 (Supreme Court, 1985)
Grogan v. Garner
498 U.S. 279 (Supreme Court, 1991)
Cohen v. De La Cruz
523 U.S. 213 (Supreme Court, 1998)
Ward v. Atlantic SEC. Bank
777 So. 2d 1144 (District Court of Appeal of Florida, 2001)
Spires v. Gregg (In Re Gregg)
268 B.R. 295 (N.D. Florida, 2001)
Johnson v. Keene (In Re Keene)
135 B.R. 162 (S.D. Florida, 1991)

Cite This Page — Counsel Stack

Bluebook (online)
522 B.R. 696, Counsel Stack Legal Research, https://law.counselstack.com/opinion/kondapalli-v-demasi-in-re-demasi-flmb-2014.