Streb v. Abramson-Caro Clinic
This text of 401 So. 2d 410 (Streb v. Abramson-Caro Clinic) is published on Counsel Stack Legal Research, covering Louisiana Court of Appeal primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.
Opinion
Richard STREB
v.
ABRAMSON-CARO CLINIC, a Professional Medical Corporation.
Court of Appeal of Louisiana, First Circuit.
*411 Gordon A. Pugh, Gregory A. Pletsch, Breazeale, Sachse & Wilson, Baton Rouge, for plaintiff-appellant.
Thomas E. Balhoff, Baton Rouge, for defendants-appellees, Dr. Steven N. Abramson and Dr. Richard Caro.
I. Jay Krieger, Krieger & Krieger, New Orleans, Jess J. Waguespack, Talbot, Sotile, Carmouche, Marchand & Marcello, Donaldsonville, for defendant-appellee, Abramson-Caro, a Professional Medical Corp.
Before LOTTINGER, EDWARDS and PONDER, JJ.
PONDER, Judge.
Plaintiff appealed from a judgment sustaining defendants' exception of no cause of action.
The sole issue is the sufficiency of plaintiff's allegations.
We reverse and remand.
Plaintiff is a minority shareholder and former officer, director and employee of defendant professional medical corporation. By majority vote, the other two shareholders (defendants, Drs. Abramson and Caro) terminated plaintiff's employment with the corporation and removed him from the Board of Directors. Plaintiff sued for the involuntary dissolution of the corporation. The trial court sustained defendants' exception of no cause of action.
*412 Plaintiff claims the allegations of fact in his petition state a cause of action for the involuntary dissolution of the corporation.[1]
Plaintiff's petition reads in part:
"* * *
"10.
At a meeting of the shareholders held on December 18, 1979, your petitioner was removed from the Board of Directors of the Corporation upon the two-thirds vote of the shareholders. Doctors Abramson and Caro voted in favor of said removal and your petitioner dissented therefrom.
"11.
The objects and purposes for which the Corporation was formed was to jointly engage in the practice of medicine.
* * * * * *
"14.
By virtue of the termination of employment of your petitioner and his removal from the Board of Directors, the accomplishment of the objects and purposes for which said Corporation was formed has failed, been abandoned, and become impracticable.
"15.
The Corporation's assets include medical equipment, a lease of office space, furniture, supplies, a corporate pension plan providing retirement income and other fringe benefit plans which were purchased in part from fees received by your petitioner for the rendition of professional services. Said corporate pension plan and fringe benefit plans were received in lieu of compensation to petitioner and other corporate employees principally for tax reasons.
"16.
By virtue of the actions of Abramson and Caro as Directors of the Corporation, your petitioner stands to forfeit 50% of his accrued benefits under the pension plan and all rights under other fringe benefit plans. This forfeiture will result in the unjust enrichment of the defendants herein, notwithstanding the fact that that forfeited amount represents the earnings of your petitioner.
"17.
The Corporation's assets also include a substantial amount of accounts receivable resulting from professional services rendered by your petitioner, Abramson and Caro. The collection of these receivables *413 represents income of the Corporation for past professional services of petitioner and others.
"18.
By virtue of the actions of Abramson and Caro as directors of the Corporation, your petitioner will not recieve (sic) his share of said receivables when ultimately collected by the Corporation. Rather, your petitioner's share of said receivables will inure to the benefit of the defendants herein, resulting in their unjust enrichment at the expense of your petitioner.
"19.
By virtue of their conduct as directors and shareholders of the Corporation, Abramson and Caro have knowingly, purposefully and unfairly conducted themselves, which conduct has been seriously prejudicial to the rights and interests of your petitioner as minority shareholder.
"20.
It is in the beneficial interest of the shareholders that the Corporation be dissolved so that the directors and shareholders of the Corporation can no longer frustrate your petitioner's ability to realize the true value of his contribution of services to the Corporation and the enhancement of corporate assets resulting therefrom.
"21.
There is no readily available market for the stock of your petitioner.
"22.
The Corporation is in violation of Louisiana law in that there are fewer qualified directors than is required by Louisiana law.
"23.
The Corporation, through its officers and employees, have illegally invaded the pricacy (sic) of your petitioner by repeatedly opening U.S. mail addressed to your petitioner.
"24.
At the request of the Corporation, your petitioner was placed on a leave of absence, effective December 1, 1979.
"25.
The Corporation, despite demand therefore, has refused to pay your petitioner compensation for the period December 1, 1979 through January 15, 1980, and termination pay, all of which conduct is in violation of established employment practices of the Corporation.
"26.
The Corporation has discriminatorily and unfairly terminated, without notice, the payment of premiums on policies of insurance providing health and disability benefits to your petitioner. As a result, in order to prevent cancellation of this insurance coverage, your petitioner was required to assume payment of this corporate debt, for which he has received no reimbursement.
"27.
In order to prohibit and terminate these ultra vires acts which the Corporation has been guilty of, it is necessary that the Corporation be dissolved.
* * * * * *
"30.
Abramson and Caro have appropriated to their own use (to the exclusion of your petitioner) all assets of the corporation and they should be condemned to pay a reasonable rental value for all such assets.
"31.
LSA R.S. 12:905B provides that petitioner as a shareholder who is a natural duly licensed to practice medicine in this state `shall be entitled ... to participate in the Corporation's earnings.' All the defendants named herein are denying petitioner this valuable right.
*414 "WHEREFORE, petitioner prays:
"(1) For judgment placing the Corporation in involuntary judicial liquidation pursuant to the orders of this Honorable Court;
"(2) For appointment and confirmation of Richard Streb as judicial liquidator of the affairs of the Corporation upon his giving of bond as fixed by this Honorable Court;
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401 So. 2d 410, Counsel Stack Legal Research, https://law.counselstack.com/opinion/streb-v-abramson-caro-clinic-lactapp-1981.