Loading...
HomeMy WebLinkAbout00-04924 LAWRENCE K. THOMPSON, III, M.D., Plaintiff : IN THE COURT OF COMMON PLEAS : CUMBERLAND COUNTY, PENNSYLVANIA No. CO-4QJ'i ~ Civil Action - Equity v. PETER GIESSWEIN, M.D. and COSMETIC AND PLASTIC SURGERY: CENTER OF CENTRAL PENNSYLVANIA, P.C., Defendants NOTICE YOU HAVE BEEN SUED IN COURT. If you wish to defend against the claims set forth in the following pages, you must take action within twenty (20) days after this Complaint and Notice are served, by entering a written appearance personally or by attorney and filing in writing with the Court your defenses or objections to the claims set forth against you. You are warned that if you fail to do so the case may proceed without you and a judgment may be entered against you by the Court without further notice for any money claimed in the Complaint or for any other claim or relief requested by the Plaintiff(s). You may lose money or property or other rights important to you. YOU SHOULD TAKE THIS PAPER TO YOUR LAWYER AT ONCE. IF YOU DO NOT HAVE A LAWYER OR CANNOT AFFORD ONE, GO TO OR TELEPHONE THE OFFICE SET FORTH BELOW TO FIND OUT WHERE YOU CAN GET LEGAL HELP. Lawyer Referral Service Cumberland County Bar Association 2 Liberty Avenue Carlisle, PA 17013 (800)990-9108 :230107 _1 ,.4,. "'~ , ' . ~~'-. '~"" ,n_"",.,"^-,-,_ _ 0'_, ""~ ,"'" .. C'_'c< '"',,,C' ~', ,-' ,. NOTICIA LE RAN DEMANDADO A VSTED EN LA CORTE. Si usted quire defenders de cestas demandas expuestas en las paginas siguientes, usted tiene viente (20) dias de plazo al parti de la fecha de la demanda y la notification. Vsted debe presenter una apariencia escrita 0 en persona 0 por abogado y archival en la corte en forma escrita sus defenses 0 sus objeciones a las demandas en contra de eu persona. Sea avisado que si usted no se defiende, la corte tomara medidas y suede entrap una orden contra usted sin previo aviso 0 notification y por cualquier queja 0 alivio que es pedido en la peticion de demanda. V sted suede perder dinero 0 sus propiedades 0 otros derechos importantes para usted. LLEVE ESTA DEMANDA A UN ABODAGO INMEDIATAMENTA. SI NO TIENE ABOGADO 0 SI NO TIENE EL DINERO SUFICIENTE DE PAGAR TAL SERVICIO, VAYA EN PERSONA 0 LLAME POR TELEFONO A LA OFICINA CUYA DIRECCION SE ENCUENTRA ESCRITA ABAJO PARA A VERIGUAR DONDE SE PUEDE CONSEGUIR ASISTENCIA LEGAL. Lawyer Referral Service Cumberland County Bar Association 2 Liberty Avenue Carlisle, P A 17013 (8001990-9108 :230107 _' . ',"-',", ~,~ ~"""'~".~"" ! :1 :: i':! " J,:: i',; Ii i'i 1': i:i :1 l'! :; ::i , i'i 'I ,0; I,: ,: 1'1 " I: I I', 1:1 , .T, "'",,,~', ~-~',' .~,.;.;" '," """",~"".._c, '")" ";,,,:~~,,',,..:.s;:,i;,;.,,::-,, ~,,,,,,,' ,.::co". "," """"i6, LAWRENCE K. THOMPSON, III, M.D., Plaintiff : IN THE COURT OF COMMON PLEAS : CUMBERLAND COUNTY, PENNSYLVANIA No. ov - 'f9 ol 'f ~ --,-- u..-.- Civil Action - Equity v. PETER GlESSWEIN, M.D. and COSMETIC AND PLASTIC SURGERY: CENTER OF CENTRAL PENNSYLVANIA, P.C., Defendants COMPLAINT AND NOW comes Plaintiff, LAWRENCE K. THOMPSON, III, M.D., individually and as a shareholder on behalf of COSMETIC PLASTIC SURGERY CENTER OF CENTRAL PENNSYLVANIA, P.C., through his counsel Mette, Evans & Woodside and brings this Complaint, in support of which he avers as follows: 1. Plaintiff Lawrence K. Thompson, III, M.D., is an adult individual residing at 122 Furman Road, Dillsburg, P A, 17019. 2. Defendant Peter Giesswein, M.D., is an adult individual residing at 129 Brindle Road, Mechanicsburg, P A 17055. 3. Defendant Cosmetic and Plastic Surgery Center of Central Pennsylvania, P.C., is a Pennsylvania professional corporation with a principal business address of 19 Brookwood Avenue, Suite 105, Carlisle, PA and is engaged principally in the provision of cosmetic and plastic surgery. 4. Defendant Giesswein and Plaintiff Thompson are the sole shareholders in Cosmetic and Plastic Surgery Center of Central Pennsylvania, P.C. 1- , c. '''q~" ~ ' ,~. ;, ,~, --, >, ,",", ,^"' ;..' ~' .,,, ;":' i.' .... ",,','~"-" , ,"C,. 5. Defendant Giesswein holds the office of President of Cosmetic and Plastic Surgery Center of Central Pennsylvania, P.C., and is a member of the Board of Directors of the corporation. 6. Plaintiff Thompson holds the office of Vice President of Cosmetic and Plastic Surgery Center of Central Pennsylvania, P.C., and is a member of the Board of Directors of the corporation. 7. At and before its incorporation in 1999, and continuing thereafter, Plaintiff Thompson and Defendant Giesswein have agreed to jointly and equally engage in the management and direction of the business affairs of Cosmetic and Plastic Surgery Center of Central Pennsylvania, P.C., and to share in all aspects of the business, including physician compensation, equally. 8. By memorandum dated June 14, 2000, Defendant Giesswein informed Plaintiff Thompson that the method of calculating physician compensation was changed retroactively as of May 1, 2000, and that the physicians would be compensated according to their collections. A copy of the memorandum is attached hereto as Exhibit "A" and made a part hereof. The said memorandum was a unilateral decision of Defendant Giesswein without the benefit of any discussion or consultation with Plaintiff Thompson. 9. Plaintiff Thompson was subsequently paid approximately 25% and it is believed, and therefore averred, that Defendant Giesswein was paid approximately 75% of the total physician compensation which has been paid since June 14,2000. -2- -,'" ~( I':' I ~ I, iJ i:: " ':. " ", " " I" I'~ i, f~ Ii I~ , d, " , ,",<" ' - c.",. ""I ,'"~, ';;"" ,~', ,',",^ ',<) ".' ~,' "';;'" " '." ''''-'''; --".J.-";""";''''~~ Cl I I I 'I il 10. Until recently, Plaintiff Thompson's production was equal to or exceeded the production of Defendant Giesswein. 11. Plaintiff Thompson has always been compensated by Cosmetic and Plastic Surgery Center of Central Pennsylvania, P.C., on a bi-weekly basis. 12. Plaintiff Thompson did not receive his regular scheduled compensation on July 7, 2000, and he was notified that compensation would now be made on a montWy basis, as opposed to the agreed upon bi-weekly basis. 13. Plaintiff Thompson and Defendant Giesswein, as the sole shareholders of Cosmetic and Plastic Surgery Center of Central Pennsylvania, P.C., previously agreed, in principle, to dissolve the corporation and to liquidate and distribute the assets of the corporation. 14. The unilateral revisions to the physician compensation policy effected by Defendant Giesswein were implemented after the parties agreed to dissolve the corporation. COUNT I LAWRENCE K. THOMPSON. III. M.D.. v. PETER GIESSWEIN. M.D.. and COSMETIC AND PLASTIC SURGERY CENTER OF CENTRAL PENNSYLVANIA. P.C. ACCOUNTING AND CORPORATE DISSOLUTION 15. The averments of paragraphs 1 through 14 above are incorporated herein by reference as if fully set forth. - 3 - '''', C', ~' , , "',,',~,., ,~,' ~ "'-'" ..',,--, ,,' ~ '. "" ",' ',~',,"', ., '.~"=.l.~""-"'"",~",'''' : >" -"'~"i i:) , y I: I') 16. Plaintiff Thompson and Defendant Giesswein are unable to communicate and are deadlocked regarding the continued operation and :!l and it is beneficial to the interests of the shareholders that the corporation be wound ::J 1:,:1 I" !~j i:1 j" ii] "j management of Cosmetic and Plastic Surgery Center of Central Pennsylvania, P.C., up and dissolved. ';,j ::1 17. It is believed, and therefore averred, that the corporate assets are being 'j misapplied or wasted, and it is beneficial to the interests of the shareholders that the '~ q ,; " corporation be wound up and dissolved. i1 'j :) ;,j ii .J ,! WHEREFORE, Plaintiff Thompson respectfully requests that this " ;,1 Ii Ii " 11 I: " i! ij , '1 I' Ii I: 11 jJ " ~ ~ Honorable Court enter an order requiring an immediate accounting of all assets, liabilities and transfers of Cosmetic and Plastic Surgery Center of Central Pennsylvania, P.C., and appointing a liquidating receiver for Cosmetic and Plastic Surgery Center of Central Pennsylvania, P .C., and providing for the dissolution and winding up of corporate affairs and subsequent distribution of the proceeds of its remaining assets to the shareholders as this Court shall deem just and equitable under the circumstances. -4- , """, ," , "',' ,,'~ ",',"., .."". U';',o ~",o"i';,'" L;,~',.__,nc . ""," ". '2';;.;.,,;,.,:- -'.<-""'6~' __'~>"'.'"-",,c "',o:,",C,,'';;:';;'', __',,;.... "'4'" ' 1 :,1 :, , COUNT II LAWRENCE K. THOMPSON. III. M.D.. v. PETER GlESSWEIN. M.D.. and COSMETIC AND PLASTIC SURGERY CENTER OF CENTRAL PENNSYLVANIA. P.C. PRELIMINARY AND PERMANENT INJUNCTION ij r'; " : ~i 1"i ',~ , , , 18. The averments of paragraphs 1 through 17 above are incorporated herein by reference as if fully set forth. ~ 'i 19. Plaintiff Thompson has requested, and the parties have agreed, that the " :1 corporation be wound up and dissolved. 20. Although the parties have discussed the dissolution of the corporation and the liquidation and distribution of the assets, Defendant Giesswein has unilaterally revised the physician compensation plan to the detriment of Plaintiff Thompson, and Defendant Giesswein has improperly distributed earnings of the corporation in violation of the parties agreed equal division of earnings and profits among the physician owners of the corporation. 21. Defendant Giesswein's unilateral revision of the physician compensation plan has resulted, and will continue to result in, disproportionate and inequitable distribution of the value of the corporation while the parties are in the process of dissolving the corporation. 22. If Defendant Giesswein is permitted to unilaterally revise the physician compensation plan to the detriment of the Plaintiff shareholder, and the Court does not order the winding up and dissolution of the corporation, it would cause - 5 - ,~ ,< .' .. ,',,~~ ,""'", '" "'.'c".,.. ..,' ,", ~ , ,,~ ~',''''~''' ".'"". .. '},CO'" 'iJ;,"~ '",""" '"C,,",',~j,""",,'" ;" \ ,"",<"'" ~"'-4,,"'c' 'L<;',,';')j :;,1 1',;1 ,'I ';1 i<! ,I 'I :;:: I! immediate and irreparable harm to Plaintiff Thompson for which there exists no ',:i ::'1 I"" "'j adequate remedy at law. :1': " 23. The actions of Defendant Giesswein to date in unilaterally and ! ,] i~l ;"1 efforts for the benefit of the corporation, violate fundamental fairness and require the ':': :':i ii] r:'J :~ !'.j retroactively revising the physician compensation plan and failing to use his best intervention of this Court to protect the interests of both Plaintiff shareholder and :1 :,1 !J ~~ ::j :jj , !;I :;,j the corporation, in the form of an order enjoining Defendant Giesswein from .,,1 ;~1 , ~ j 111 'i'i ,~J continuing to violate the agreement of the shareholders to divide the income equally and to protect the assets of the corporation in light of the agreed dissolution of the corporation. "j "j :i'l !:'I '1 ;1 1 1 24. Greater harm would ensue from denial of the requested injunction than from granting it. ';i 11 25. Granting the requested injunction would restore the parties to the status quo as it existed prior to the recent wrongful and unauthorized conduct of Defendant Giesswein. WHEREFORE, Plaintiff Thompson respectfully moves that this Honorable Court enter an order preliminarily and permanently enjoining Defendant Giesswein from taking any actions, including the division of income, that violate the agreement of the shareholders or that improperly or disproportionately dissipate the -6- 'C,"'",'" ",' """";""'-',',;';''' ",..,,"~S""^' "',,,,~,' c ':;;;~~";'_;' ",....,,', <>~~"'''''''''-''s;,..,,,J,~,,,,:,,> ,-' ~':"; l~ 1', I:' , r: assets or value of the corporation to the detriment of Plaintiff Thompson, the minority shareholder, prior to the contemplated dissolution. :,: i: i,] COUNT III LAWRENCE K. THOMPSON. III. M.D.. v. PETER GIESSWEIN. M.D.. and COSMETIC AND PLASTIC SURGERY CENTER OF CENTRAL PENNSYLVANIA. P.C. BREACH OF FIDUCIARY DUTY j,; l'i :;,; [;1 if 26. The averments of paragraphs 1 through 25 above are incorporated " herein by reference as if fully set forth. 27. In the alternative to Count II, above, if the requested injunction is ;'; I"~ Ii II " I; Ii I; Ii ii " [1 denied, Plaintiff Thompson seeks damages for the diminution in value to his shares as a result of Defendant Giesswein's fundamentally unfair and oppressive conduct as set forth above. 28 As the majority shareholder in Cosmetic and Plastic Surgery Center of Central Pennsylvania, P.C., Defendant Giesswein owes a duty of fiduciary duty to Plaintiff Thompson as the minority shareholder. 29. The acts and omissions of Defendant Giesswein as set forth above constitute breaches of his fiduciary duty to Plaintiff Thompson. 30. As a direct and proximate result of Defendant Giesswein's breaches of fiduciary duty, Plaintiff Thompson has suffered and will suffer damage in the nature of diminution in the value of his shares in the corporation and losses of potential -7- .,' '" .,..,,,-",,', , ",,-- ,iJ",,;"ji"~',,;< ,0,;' _'_'"..'",'~,,,,,,,, .",<"",~"'C "~o< ." "~'"'~,' ;'~:~"; business opportunities, the amount of which remains unliquidated but which exceeds I: I: $35,000.00. :, WHEREFORE, Plaintiff Thompson respectfully requests that this , I' i:j i~ !;] 'ii :~! :, Honorable Court enter judgment in his favor and against Defendant Giesswein in an amount exceeding $35,000.00, together with pre-judgment interest, the costs of this " '.1 'C ,ii I;j action and such other remedies as this Court shall deem just. ::1 I: COUNT IV LAWRENCE K. THOMPSON. III. M.D.. v. PETER GlESSWEIN. M.D.. and COSMETIC AND PLASTIC SURGERY CENTER OF CENTRAL PENNSYLVANIA. P.C. SHAREHOLDER DERIVATIVE ACTION 1;1 ~j , 1 ~ ~ 31. The avennents of paragraphs 1 through 30 are incorporated herein by reference as if fully set forth. 32. As an officer and director of Cosmetic and Plastic Surgery Center of Central Pennsylvania, P.C., Defendant Giesswein owes a fiduciary duty to the corporation and its shareholders to perform at all times in the best interest of the corporation. 33. By reason of the acts and omissions set forth above, Defendant Giesswein has breached his fiduciary duties to the corporation. 34. Plaintiff Thompson refrained from demanding action by the Board of Directors of Cosmetic and Plastic Surgery Center of Central Pennsylvania, P.C., to - 8 - " '"- r r " . ~ ",' ",. ~---.- '~, oJ . ., ~~"'".,;.," .' ,,',,'~".' , """', ' ". ~ ,f, ,0" ~' , "' ""~. ~;";-~.A;r~,", '- " ~''';;; ;"-'.' ,<;" , ~ '"" ''-' remedy the breaches of fiduciary duty by Defendant Giesswein only because such demand would have been futile under the circumstances that the Board of Directors is evenly divided with Defendant Giesswein and his wife and Plaintiff Thompson and his wife as the sole directors of the corporation. 35. As a direct and proximate result of Defendant Giesswein's breaches of fiduciary duty, the corporation has suffered and will suffer damages including, but not limited to, alienation of good will of existing clients, loss of business opportunities, overpayment of compensation to Defendant Giesswein and diminution to the value of the corporation. 36. The damages suffered by the corporation as set forth above are as yet unliquidated but are in excess of $35,000.00. 37. Plaintiff Thompson reserves the right to amend the pleadings following the opportunity for discovery and review of the corporate books and records. WHEREFORE, Plaintiff Thompson, in his capacity as a shareholder of Cosmetic and Plastic Surgery Center of Central Pennsylvania, P.C., respectfully requests that this Honorable Court enter judgment in an amount exceeding $35,000.00, together with pre-judgment interest, the costs of this action and such other remedies as this Court shall deem just. - 9- C> "', -- -- :',i i:~ :fJ ie' :'-i liij !0 " '1"' ':" ,;! ":1 ~!;! Ii:! If;; Iii! !i~ '" il~ ;'~ i~1 (~ Ii:' :i~ I:: :tl i~1 W~ :~ '() '" ~' :; ::;i il-' ii:1 Iii! :::'; i:!~ " '~! I;,: "~I: Ii!' ~~ !:i ~i \i if, .-- !J ,[ J~ ,~: ,! -- I\i Iii ," ': " ,'",. .'__" '_,m;"',"'~ h,'C',,,;,_.- "<__~',.., i', "'-"'-". ,,->..~' ;~; - " , ';:';';k~~"~'l~~,;.," '"' COUNT V LAWRENCE K. THOMPSON. III. M.D.. v. PETER GIESSWEIN. M.D.. and COSMETIC AND PLASTIC SURGERY CENTER OF CENTRAL PENNSYLVANIA. P.C. BREACH OF CONTRACT 38. The averments of paragraphs 1 through 37 are incorporated herein by reference as if fully set forth. 39. The shareholders of Cosmetic and Plastic Surgery Center of Central Pennsylvania, P.C., Plaintiff Thompson, shareholder, and Defendant Giesswein, shareholder, previously divided income evenly pursuant to an oral agreement entered into by and between the shareholders. 40. The agreement regarding the equal compensation is evidenced by the shareholders' course of conduct since the incorporation of Cosmetic and Plastic Surgery Center of Central Pennsylvania, P.C., in 1999 to and including June 14, 2000. 41. Defendant Giesswein, individually, and as an officer of Cosmetic and Plastic Surgery Center of Central Pennsylvania, P .C., has breached the compensation agreement of the shareholders by unilaterally revising the compensation plan resulting in disproportionate compensation payments to Plaintiff Thompson and Defendant Giesswein. - 10 - , " ,c ;.', .' ' !;j: ~,~' i~ ;~ ~~ f~ :~; " '; ''I i:' 10 ':, '" 'il ii' ,~ " h ~ i~ I:: p t1 (1 F' t~ ,,; D M il h f! Ii t'~ )i., f~ B! H Iii '1 " Fi ,~ ~ " ~ '0<-'-' ~"'~', "'".... ,"<"." '. ',", "i~,__',",' o~, ,,~, ",,'~. ';,:'^;',""~, -.2 '''0;' 2oi;;~""J4J,k'.~d-"!w:',~' ">",, ":' :~~ I,) :: N, I; i'; " Ii ,r I" if WHEREFORE, Plaintiff Thompson respectfully requests that this [[ I',' , fl Honorable Court enter judgment in an amount exceeding $35,000.00 together with Ii If 'I :'l fi pre-judgment interest, the costs of this action and such other remedies as this Court shall deem just. ;:i' iif' i'f '; ," (! 1 Respectfully submitted, ~ ~ -! Fi Ii I' I' r; 1 It I \~ METTE, EVANS & WOODSIDE ~-:QmRE PA I.D. #07981 ANDREW H. DOWLING, ESQUIRE PA I.D. #39692 JAMES M. STRONG, ESQUIRE PA I.D. #81093 3401 North Front Street P. O. Box 5950 Harrisburg, PA 17110-0950 (717) 232-5000 Attorneys for Plaintiff Thompson Date: Ju.r /~ 02000 :230107 _1 - 11 - " ',"";,,,"'1" ,<, ,~ "',,' - " "" -- ..' <, "''''~ '. ",., ,f ",','.j,; """;'"',~,:;i;,,'," ' , "C" ,''';.. ,>o,;,""",.,>''''~,2,i" ;,;',''''~'i'*''~'"'''' '"' '.''''''',i~ ;iJI ? :1': "~' li: VERIFICATION ;ii c; ';I ~! 'i ,Ii I have read the foregoing document and hereby verify that it is true and j) ';1 ~! correct to the best of my knowledge, information and belief. ;': ;i! ~i ')'! P ,::1 I understand that any false statements made herein are subject to the lj ',\, ~ penalties of 18 Pac C.S.A. ~4904, relating to unsworn falsification to authorities. ~1 i'i ~i \1J C' " ~i ~~ , \" l" i~ ~i [j ~ \'I DATE: lJ }jJ /tnJ I / \.i k! , i: f; ~~ t; b I, ~ ~ I:! " 1: N I, ~! :1 230107 -'-~ ~~- . . >.0' ", " "' MEMO From: Peter Giesswein, MD-President, Cosmetic & Plastic Surgery Center To: Lawrence K. Thompson, m, MD, FACS RE: Complaints Date: JUDe 14,2000 Over the past 2- 3 months it has become increasingly difficult for me to manage our company and protect the reputation of Cosmetic & Plastic Surgery Center and its sta:ffmembers. Many ..,,:,,~!~~~~~~~,~JlCl~:llay'~~n .~ concc:rning scbequling,BR coverage, billing, and ,.-,~'.' ielittii5iiS:":r;~otinOrespecmc;"' . >~,_.. ...... -'''. c.'., , ,..:.....", Surgery Scheduling: Jill, from the Carlisle Hospital Surgery Center spoke to me concerning your calling "almost weekly" to tIy to change the OR schedule so that your patients and especially your cosmetic: surgery patients, have their surgery done first. This is unacceptable. As you wen know, our office staff aIt~ the starting time weeldy between you and myself unless the age. medical condition, or the additional MD operating scbeduIe demands otherwise. Foremost, it is our offices' intent to make OR scheduling convenient to the needs of our patients and not to the doctor. This being said, there should alSo be no distinction made between a weJ:fure, insurance, or cosmetic patient when scheduling surgery. Your attempt to circumvent standard office procedures is dAmAging to the reputation of our office staff responsible for scheduling, and it severely interferes with the smooth running of the office. :'. .' "~ ";" . ER Coverage: Several complaints have been voiced to me and Mrs. Weller over the past several months. All of these dealt with the mct that you as the physician on-call fur Cosmetic & Plastic Surgery Center do not make yourself available to see patf~$ in the ER Let me remind you that our office was founded with the mission to provide comprehensive plastic surgery service, including hand surgery, to the Central Pennsylvania area. As a group, we accepted ER assignments at local institutions. Most recently, you denied coverage to Holy Spirit Hospital ER . ..iUtd PirinilcIeHealth syStem ER "altogether. I bavebeencalled seVefa1tii!:iesonmy. days of[ to see emergency room patients because of your refusal to attend to them. You took it upon yourself to have other physicians cover your call at Carlisle Hospital Emergency Room without speaking to me first. This is unacceptable; since it not only qu~1ions the commitment of CPSCCP to serve the colIllllWlity, but it is also financially harmful to the practice by diverting referrals away from our practice resulting in a loss of revenue. In addition, Dr. Jerry Franko posed the question of EMf ALA compliance violations, 'What is the solution? In order to continue our mission, uphold our l'Cputation as l'Cliable colleagues, and avoid any further financial damage to the practice, I will be available every day fur ER coverage that is expected from our practice. Billing: Although it was customary fur physicians to give persona!, proressiona!, or courtesy write.offi> to some patients, it is very important that the HCF AI Medicare rules and regulations are followed. The physician is the only one that can make adjustments and he must , 0'" '~ ";' . . ~, ',' . .... "'.'- ,1 I I 1 '~ :1 'j ';1 Ij , ; Ij 1 1 '! i 1 I '1 ]! I I 1 1 I , ~ I I I I I I I , . .. " ',J" inform the office manager or billing person in writing to make that adjustment The staffhas informed me that on several occasions you did not adhere to our established tee schedule and that you did not till out an adjustment sheet. You and 1 have spoken several times about adjustments which we agreed must be very closely monitored as part of maintaining financial control in the office. Your non-compliance niakes it difficult to trail the appropriateness of patient payments and adjustments. On the same note: You used 2cc ofCol\agenonone patient and charged $150.00 and 2ee of collagen on another patient and charged $500.00. Why? You knowtbat Ice of collagen costs the office approximately $180.00 to $190.00 plus shipping and handling. The office lost about $250.00 on the first patient. If you want to give things away, this will come out of your pay. The times ofwheelicg and dealing in medicine are over. It is important that all employees in every aspect, comply with our standard office procedures which have been established for CPSCCP. ,$P#l'~l#ti.o/J$t _,_Qver the past several weeks, several members of tile staff have come to .... me on di:flerent occasions to voice their concerns .about what t~ petceive as ';m unprofessional"' , and accusing attitude towards them. AIl were very upset and in tears. They reported that you ordered them to leave inappropriate messages on the answering machine "as outIined by your lawyer". They also report that standard office procedures are continually violated, including sched~, re-scheduJing, and canceling of patient appointments. Alllo, your demand to keep the back examining room reserved fOr your patients in total dis;egard for the necessary patient flow on busy office days is unacceptable. These demands make work for the staff very laborious. Established office procedures must be followed wliess the physicians together decide to change them. Our staff is doing an excellent job during this difficult and complex period. It is important that the physicians conduct themselves in a courteous, profussional and mature manner at all times. Information concerning charges, billing, appointments and accounts should be handled by the appropriate personnel to ensure that tl1ese issues arc managed correctly . Your statement to one of our patients that Dr. Giesswein was responsible for an offensive collection notice, which incilienrally was sent out by Dr. Stratis' office, is ,j"m'lgirtg to my reputation. Once again, we must l""mt'lin good staff and patient relations. Physicians' Compensation! Staff Salaries: With the distinct work schedules for each physician, it now appears prudent to adjust the compensation for physician employees of Cosmetic &; P1astic ~....... . .. "'Surgery Center according1y. As of~ 1,2000, physicians will be paid according to their conections. Reimbursement fur ER on.-call coverage will be determined at a later date. Cosmetic &; PJastic Surgery Center is now at a stage where its' financial survival no longer depends on my wife's unpaid labor. She has done our bookkeeping, purcba~mg, payroll, and vendor relations since the opening of CPSCCP: As of May 1,2000 she will keep a log ofher hours and receive a reasonable hourly wage. _~'<;j~~'1 L" ~ ., '_~i<llt-~_I~e~iiiti;,(,'iIi...;;a~Ji:_jii.t\'iliJi!<W;0t4~ -' "l;l;~--'~~ ('" _, ., ",,"~" '" 0" ,~" . -~--.~ - .-p::) c:::> ~ -t::. "* ~~(J10 -D ~ c.r,rO' cJ::> ~ -O~Q& G r("' () (Y> c::A ~ ~ j:- \ ~ \ ~'II'~""~ ".,~ .~",. -J 0 c:; :,') c: c,) .-n s: t- ,-- "V U; c: r11 r'~" r'.... z:r; ~.._; ~t~;~, ,-.....:: -' -r -=< L~. ~j;? ,<C -rJ - -,"] ~C:I -'" 'zf;.~~ 6(-) )>C ~ Z ::> ~; :::;! ~ I V -< --",< -"- '~" ,," J,n, . '~'" " " "" , ,...,~..,' '~" , , LAWRENCE K:THOMPSON, III, M.D., vs. IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA CIVIL ACTION - EQUITY NO. 00-4924 EQUITY Plaintiff PETER GEISSWEIN, M.D., Defendant IN RE: NONJURY TRIAL ORDER AND NOW, this /2. r-- day of May, 2005, a pretrial conference in the above captioned matter is set for Friday, June 17,2005, at 9:00 a.m. in Courtroom Number 4, Cumberland County Courthouse, Carlisle, P A. BY THE COURT, Susann B. Morrison, Esquire For the Plaintiff :rlm Kathryn 1. Simpson, Esquire For the Defendant Court Administrator " ". '"". FILED-oi-TICE OF THE PF!OTHOMOT4F?Y 20115 ilA Y /2 AN /0: 07 ('I I\i,_, ',;: ,", " ; ii! 'I,nv 'U'......,.,,~'--. '.,-. ~ '''''' \.;....,,<..,.1 V f , DE-J'J.!\!S}l\l?\.N!A , ~,' .. ~l~ ~M1.. 4, ""j;,.~~~, , ~~ h.., _.' , ?\ -40 , - .'-~.. ~ t .~ PRAECIPE FOR LISTING CASE FOR TRIAL TO THE PROTHONOTARY OF CUMBERLAND COUNTY Please list the following case: o for JURY trial at the next term of civil court. ~ for trial without a jury, LAWRENCE K. THOMPSON, III, M.D., : IN THE COURT OF COMMON PLEAS : CUMBERLAND COUNTY, PENNSYLVANIA Plaintiff, v. CIVIL ACTION - EQUITY PETER GIESSWEIN, M.D. and COSMETIC AND PLASTIC SURGERY CENTER OF CENTRAL PENNSYLVANIA, P.C., NO. 2000 - 4924 CIVIL TERM Defendants The trial list will be called on June 21, 2005 Trials commence on July 18, 2005 Pretrials will be held on June 29, 2005 (Briefs are due 5 days before pretrials) The attorneys who will try the case for the party filing this praecipe: James D. Hughes, Esq. Susann B. Morrison, Esq. Salzmann Hughes, P.c. Trial counsel for Plaintiff: Kathryn L. Simpson, Esq. Mette, Evans & Woodside This case is ready for trial. Signed:J1tUl16,~ Print Name: Susann B. Morrison, Esq. Attorney for: Peter Giesswein. M.D. and Cosmetic and Date: tfC11f ~ 2Jor Plastic Surgery Center of Central Pennsvlvania. P,C. " ~--. c.~ ,_,,~ ..~' , '"",<" --~'~' ..,~"'~~' . , LAWRENCE K. THOMPSON, III, M.D., : IN THE COURT OF COMMON PLEAS : CUMBERLAND COUNTY, PENNSYLVANIA Plaintiff, v. CIVIL ACTION - EQUITY PETER GIESSWEIN, M.D. and COSMETIC AND PLASTIC SURGERY CENTER OF CENTRAL PENNSYL VANIA, P.C., Defendants NO. 2000 - 4924 CIVIL TERM CERTIFICATE OF SERVICE I, the undersigned, hereby certify that on this 5th day of May, 2005, a copy of Plaintiff's Praecipe for Listing Case for Trial was served by first-class, postage prepaid United States mail in Carlisle, Pennsylvania upon the following: Kathryn L. Simpson, Esq. Attorney for Plaintiff Mette, Evans & Woodside 3401 N. Front Street P.O. Box 5950 Harrisburg, P A 17110 Jmn-66~rut- Susann B. Morrison, Esquire Salzmann Hughes, P.C. Supreme Court LD. # 77041 95 Alexander Spring Road, Suite 3 Carlisle, P A 17013 (717) 249-6333 Attorney for Defendant Date: May 5, 2005 ,-' -" <' -- . ," <~~ "~';J ( :Ii .ii :1 !~ II! ~ , ~ , ;i: :~ i , 1: , I i, I i'~ I: :~ ~ , I; ,I: 'i' ;~ '~ , ir~ l ~ '~ " ! Ii , f .~ ~'--""'~'~'--',~~~ - ~ ~ "L"..,~ .< ,'L,O,"",,,,-,,,",, ,~~,YhH ,~. ,-~'-~,",~>'""'. ,', ,.>>. ".~ ,'~ ... ". , , ,~, - o S 'S" ~g ~~~ '-7--,'" .<.-;- !~' '~~~: ~. ~~ ~ 'k ",""",, ,"_. . . .., = = en :x :')1.. -< t U1 ~ .-1 ::r:." fl1Fr. :gO 0' ~O ---r'~ ~:..:.):L ,C_() /-m g :n -< -0 -p ...... N .. N Ul re "' '~'. ,~.... ,,-- , ~'''~" "" '"-,,,,< ,~, """,,,'<" ,'~ C'," '0 , '='"'~" '1' c :r LAWRENCE K. THOMPSON, III, M.D., : IN THE COURT OF COMMON PLEAS OF : CUMBERLAND COUNTY, PENNSYLVANIA :j: Plaintiff, v. CIVIL ACTION - EQUITY PETER GIESSWEIN, M.D. and : COSMETIC AND PLASTIC SURGERY : CENTER OF CENTRAL PENNSYL VANIA, P.C., Defendants. NO. 2000 - 4924 CIVIL TERM ~, NOTICE TO PLEAD H r , f, W '" J~ 'i" ~: ); You are hereby notified to file a written response to the enclosed Answer with New IRWIN, McKNIGHT & HUGHES ,.' G' J; ~;i ,,,I Ii ~] ~) t! ,r,i ~I ~~ i" i;" ,':'; ~:i tJ Ii r: r' d '1 Ii Matter within twenty (20) days from service hereof or a judgment may be entered against you. ~ :I. ~JA... James . Hughes, Esquire Supreme Court I.D. No. 58884 Douglas G. Miller, Esquire Supreme Court I.D. No. 83776 60 West Pomfret Street Carlisle, Pennsylvania 17013 (717) 249-2353 Attorneys for Defendants, Peter Giesswein, M.D., et aI. Date: August ~ 2000 , ".~~"" ~_ ~., 'h~.. ~'. "' ,~ ,.' ~ '..~' _ LAWRENCE K. THOMPSON, III, M.D., : IN THE COURT OF COMMON PLEAS OF : CUMBERLAND COUNTY, PENNSYLVANIA Plaintiff, v. CIVIL ACTION - EQUITY PETER GIESSWEIN, M.D. and COSMETIC AND PLASTIC SURGERY : CENTER OF CENTRAL PENNSYLVANIA. P.C., Defendants. NO. 2000 - 4924 CIVIL TERM ANSWER OF DEFENDANTS WITH NEW MATTER TO THE PLAINTIFF'S COMPLAINT AND NOW, this .dLt> day of August, 2000, come the Defendants, PETER D. GIESSWEIN, M.D. and COSMETIC AND PLASTIC SURGERY CENTER OF CENTRAL PENNSYLVANIA, P.C., by and through their attomeys, Irwin, McKnight & Hughes, and make the following Answer with New Matter to the Complaint filed by Plaintiff, LAWRENCE K. THOMPSON, III, M.D., averring as follows: l. The averments of fact contained in paragraph one (I) of the Complaint are admitted. 2. The averments of fact contained in paragraph two (2) of the Complaint are admitted. 3. The averments of fact contained in paragraph three (3) of the Complaint are admitted. 1 ,~ '~'. ',!;!'" ;'1 [j , ; ~ "I n :j !~i " 1~ I III :' ~ ~l '1 il j 1 .i , ,',\ 'J :J J "~ II ,I i~ :1 '1 " 11 Ii 'I :; " i I. i j ~ l! I I , l'i , ili 1'1 ',1 I;,! i;j 4. The averments offact contained in paragraph four (4) ofthe Complaint are admitted. By way of further answer, Defendant Giesswein owns 50.1 % of the outstanding common capital stock of the corporation and Plaintiff Thompson owns 49.9% of the outstanding common capital stock of the corporation. 5. i , , The averments of fact contained in paragraph five (5) of the Complaint are admitted. 6. 11 j! " The averments of fact contained in paragraph six (6) of the Complaint are admitted. 7. The averments of fact contained in paragraph seven (7) of the Complaint are specifically denied and strict proof thereof is demanded at trial. 8. The averments of fact contained in paragraph eight (8) of the Complaint are admitted in part and denied in part. It is admitted that Defendant Giesswein issued a memorandum dated June 14,2000, a copy of which is attached to Plaintiffs Complaint. The remaining averments of fact contained in paragraph eight (8) are specifically denied and strict proof thereof is demanded at trial. 9. The averments of fact contained in paragraph nine (9) of the Complaint are admitted in part and denied in part. It is admitted that after May 1, 2000, Plaintiff Thompson and Defendant 2 ,', ',""'" '" <,,' - '"',h', !'.._"o' .. ",', ." ;,",+" , ",' """ ,",,-,' ,,,,,,,,' '''', " " '''''''1 i1 iil :1 I:,i ;,1 i/j 1,,1 i "i II II I:i "I I iJ :1 , i-i , Geisswein were paid in accordance with their productivity on behalf of the corporation. The remaining averments of fact contained in paragraph nine (9) are specifically denied and strict proofthereof is demanded at trial. 10. U :,1 ;,1 r' Ij I ,I ,,1 ,I 11 (1 i,','I' , II ~I II i,',I' , I, [I d II ! II !I ~ " ! II ~ ~ ,I 'I I, I, I II I I The averments of fact contained in paragraph ten (10) of the Complaint are specifically denied and strict proof thereof is demanded at trial. 11. The averments of fact contained in paragraph eleven (11) of the Complaint are admitted in part and denied in part. It is admitted that Cosmetic and Plastic Surgery Center of Central Pennsylvania, P.C. attempted to compensate its physicians, to the extent cash flow permitted the same, on a bi-weekly basis. The remaining averments off act contained in paragraph eleven (11), including any inference that Plaintiff Thompson was entitled to receive equal payment regardless of his unilateral and voluntarily diminished workload is specifically denied and strict proof thereof is demanded at trial. 12. The averments of fact contained in paragraph twelve (12) of the Complaint are specifically denied and strict proof thereof is demanded at trial. 13. The averments offact contained in paragraph thirteen (13) of the Complaint are admitted in part and denied in part. It is admitted that a meeting of the shareholders of Cosmetic and Plastic Surgery Center of Central Pennsylvania, P.C. was called to vote upon dissolution of the corporation and that Plaintiff Thompson while initially agreeing to said meeting, then refused to 3 ,'." " ~. '~.' " ~"'~., ~'L, ~"""l~ ,~" ,~'"'~- ~___. ", ee', , ~,~",""'''''~ " ";;"'j-i sign a unanimous consent agreeing to dissolution and liquidation of the corporation. The remaining averments of fact contained in paragraph thirteen (13) are specifically denied and strict proof thereof is demanded at trial. 14 The averments of fact contained in paragraph fourteen (14) of the Complaint are specifically denied and strict proof thereof is demanded at trial. COUNT I 15. The above responses are incorporated herein as if fully set forth below. 16. The averments of fact contained in paragraph sixteen (16) ofthe Complaint are admitted in part and denied in part. It is admitted that Defendant Giesswein desires immediate dissolution of the corporation. As Defendant Giesswein is the majority shareholder, however, it is specifically denied that the parties are deadlocked. The remaining averments offact contained in paragraph sixteen (16) are specifically denied and strict proofthereof is demanded at trial. 17. The avennents of fact contained in paragraph seventeen (17) of the Complaint are admitted in part and denied in part. It is admitted that it is beneficial to the interests of the shareholders that the corporation be wound up and dissolved. The remaining averments of fact contained in paragraph seventeen (17) are specifically denied and strict proof thereof is demanded at trial. 4 , '," . ',., '~' , , . ',~--''',..'' '," "'~" ','~' '" ~~ '~,'~", .", .',,",'.,-- ~,." ..,^~, """ '. ~'~..i~ ,r' l; r': r', , ',' WHEREFORE, Defendants Giesswein and Cosmetic and Plastic Surgery Center of Central Pennsylvania, P.C., respectfully request that this Court enter a judgment in their favor and against Plaintiff in this matter, and provide for the immediate dissolution of the corporation and the subsequent distribution of its proceeds and remaining assets to the shareholders as this Court deems just and equitable under the circumstances. ':1 '" t! :ii :' I:~ :, ;!~ COUNT II ;; ~l :<J :i! i:~' "i 18. " " J! 1,1 , The above responses are incorporated herein as if fully set forth below. ;, ;:~ ~, i!J iij 19. ::~ I' ~l Ii; ~~ i]1 ~l ~( The averments offact contained in paragraph nineteen (19) of the Complaint are admitted in part and denied in part. It is admitted that Defendant Giesswein desire that the corporation immediately be wound up and dissolved. The remaining averments of fact contained in paragraph seventeen (17), including any inference that Plaintiff Thompson has cooperated with said dissolution, is specifically denied and strict proof thereof is demanded at trial. 20. ,~ J~ 11 ~, hJ " Ii !! ~ ~ " " Il i: , Ii , I; i~ The averments of fact contained in paragraph twenty (20) of the Complaint are specifically denied and strict proof thereof is demanded at trial. 5 - ~'.. . "~ ,"~" ~""" ,f ,.,.."~,,,.."~,"~,,," ,".',"="' ,~~, " ",""".,,--0,<: 21. The averments of fact contained in paragraph twenty-one (21) of the Complaint are specifically denied and strict proof thereof is demanded at trial. By way of further answer, to the contrary, the parties never agreed that Plaintiff Thompson was entitled to receive equal payment regardless of his unilateral and voluntarily diminished workload. 22. The averments contained in paragraph twenty-two (22) of the Complaint are conclusions of law to which no response is required. To the extent that a response is required, the averments contained in paragraph twenty-two (22) are specifically denied and strict proof thereof is demanded at trial. 23. The averments contained in paragraph twenty-three (23) of the Complaint are conclusions of law to which no response is required. To the extent that a response is required, the avennents contained in paragraph twenty-three (23) are specifically denied and strict proof thereof is demanded at trial. By way of further answer, to the contrary, the parties never agreed that Plaintiff Thompson was entitled to receive equal payment regardless of his unilateral and voluntarily diminished workload. 24. The averments contained in paragraph twenty-four (24) of the Complaint are conclusions oflaw to which no response is required. To the extent that a response is required, the averments contained in paragraph twenty-four (24) are specifically denied and strict proof thereof is demanded at trial. 6 ~.~__ , '. n" 'n'"", < ~.' ".. .'.' . .'.... .. "I 25. The averments contained in paragraph twenty-five (25) of the Complaint are conclusions oflaw to which no response is required. To the extent that a response is required, the averments contained in paragraph twenty-five (25) are specifically denied and strict proof thereof is demanded at trial. WHEREFORE, Defendants Giesswein and Cosmetic and Plastic Surgery Center of Central Pennsylvania, P.C., respectfully request that this Court enter a judgment in their favor and against Plaintiff in this matter, and provide for the immediate dissolution of the corporation and the subsequent distribution of its proceeds and remaining assets to the shareholders as this Court deems just and equitable under the circwnstances. COUNT III 26. The above responses are incorporated herein as if fully set forth below. 27. The averments of fact contained in paragraph twenty-seven (27) of the Complaint are specifically denied and strict proof thereof is demanded at trial. .By way of further answer, to the contrary, the parties never agreed that Plaintiff Thompson was entitled to receive equal payment regardless of his unilateral and voluntarily diminished workload. 7 .i 28. The averments contained in paragraph twenty-eight (28) of the Complaint are conclusions of law to which no response is required. To the extent that a response is required, the averments contained in paragraph twenty-eight (28) are specifically denied and strict proof thereof is demanded at trial. 29. The averments contained in paragraph twenty-nine (29) of the Complaint are conclusions oflaw to which no response is required. To the extent that a response is required, the averments contained in paragraph twenty-nine (29) are specifically denied and strict proof thereof is demanded at trial. 30. The averments contained in paragraph thirty (30) of the Complaint are conclusions of law to which no response is required. To the extent that a response is required, the averments contained in paragraph thirty (30) are specifically denied and strict proof thereof is demanded at trial. By way of further answer, to the contrary, the parties never agreed that Plaintiff Thompson was entitled to receive equal payment regardless of his unilateral and voluntarily diminished workload. WHEREFORE, Defendants Giesswein and Cosmetic and Plastic Surgery Center of Central Pennsylvania, P.C., respectfully request that this Court enter a judgment in their favor and against Plaintiff in this matter, together with reasonable costs and such other remedies as this Court shall deem just. 8 -_, _ ,.-. - "'."- ~-~-- -~,- _.~_~ _c~~" .,'" "_~'''', COUNT IV 31. The above responses are incorporated herein as if fully set forth below. 32. The averments contained in paragraph thirty-two (32) of the Complaint are conclusions of law to which no response is required. To the extent that a response is required, the averments contained in paragraph thirty-two (32) are specifically denied and strict proof thereof is demanded at trial. 33. The averments contained in paragraph thirty-three (33) of the Complaint are conclusions of law to which no response is required. To the extent that a response is required, the averments contained in paragraph thirty-three (33) are specifically denied and strict proof thereof is demanded at trial. 34. The averments of fact contained in paragraph thirty-four (34) of the Complaint involve facts which are within the sole knowledge and control of Plaintiff. The averments contained in paragraph thirty-four (34) are therefore specifically denied and strict proof thereof is demanded at trial. 35. The averments contained in paragraph thirty-five (35) of the Complaint are conclusions oflaw to which no response is required. To the extent that a response is required, the averments 9 , ",- . .~ ",-" ,-_." ".. ".- ~,,-. -~ """"""'Ll contained in paragraph thirty-five (35) are specifically denied and strict proof thereof is demanded at trial. 36. The averments contained in paragraph thirty-six (36) of the Complaint are conclusions of law to which no response is required. To the extent that a response is required, the averments contained in paragraph thirty-six (36) are specifically denied and strict proof thereof is demanded at trial. 37. The averments contained in paragraph thirty-seven (37) of the Complaint are conclusions of law to which no response is required. To the extent that a response is required, the averments contained in paragraph thirty-seven (37) are specifically denied and strict proof thereof is demanded at trial. WHEREFORE, Defendants Oiesswein and Cosmetic and Plastic Surgery Center of Central Pennsylvania, P.C., respectfully request that this Court enter a judgment in their favor and against Plaintiff in this matter, together with reasonable costs and such other remedies as this Court shall deemjust. COUNT V 38. The above responses are incorporated herein as if fully set forth below. 10 ':1 " ~ i j ~ 39. The averments of fact contained in paragraph thirty-nine (39) of the Complaint are specifically denied and strict proof thereof is demanded at trial. By way of further answer, to the contrary, the parties never agreed that Plaintiff Thompson was entitled to receive equal payment regardless of his unilateral and voluntarily diminished workload. 40. The averments of fact contained in paragraph forty (40) of the Complaint are specifically denied and strict proof thereof is demanded at trial. By way of further answer, to the contrary, the parties never agreed that Plaintiff Thompson was entitled to receive equal payment regardless of his unilateral and voluntarily diminished workload. 41. The averments contained in paragraph forty-one (41) of the Complaint are conclusions of law to which no response is required. To the extent that a response is required, the averments contained in paragraph forty-one (41) are specifically denied and strict proof thereof is demanded at trial. By way of further answer, to the contrary, the parties never agreed that Plaintiff Thompson was entitled to receive equal payment regardless of his unilateral and voluntarily diminished workload. WHEREFORE, Defendants Oiesswein and Cosmetic and Plastic Surgery Center of Central Pennsylvania, P.C., respectfully request that this Court enter a judgment in their favor and against Plaintiff in this matter, together with reasonable costs and such other remedies as this Court shall deemjust. 11 , " ,__~o~. , _~_ - " ~"._,_,_", __ _~ o. ","~ =..,~ " .- '--Xtjj NEW MATTER 42. The averments of fact contained in the Answers to the Complaint are hereby incorporated by reference and are made part of this New Matter to the Complaint of the Plaintiff. 46. ii :1 " i'] il II I- '1 II I. ii [ ! II [1 11 rl II III J II H ~Iil I il II I I ~ I i Ii I 43. Cosmetic and Plastic Surgery Center of Central Pennsylvania, P.C. is a professional corporation incorporated in the Commonwealth of Pennsylvania on or about February 23, 1999. 44. Defendant Oiesswein owns 50.1 % of the outstanding shares of the corporation and Plaintiff Thompson owns 49.9% of the outstanding shares. 45. On or about March 22, 2000, Defendant Giesswein called a special meeting of the shareholders of the corporation on April 4, 2000. A true and correct copy of the Notice of Special Meeting of Shareholders is attached hereto and incorporated herein by reference as Exhibit "A." The special meeting on April 4, 2000 was called for the purpose of discussing and voting upon the dissolution of the corporation, and establishing a Dissolution Committee to carry out a plan of dissolution, as indicated on the attached Exhibit "A." 12 ,- ='"~"~< <'_'ro'_' _',_ _ _",'_--=,,"'-'" "_~'_^ _=_~,,_"' '__'__"'=''''~.'"_ ,,_", , ."", L>:, 47. At the request of legal counsel for Plaintiff Thompson, and for his convenience, the shareholders agreed to reschedule the special meeting for April 6, 2000. 48. Plaintiff Thompson, by and through his legal counsel, then agreed to execute a Unanimous Consent in Lieu of the Special Meeting of the Shareholders, to effectuate the dissolution of the corporation on June 9, 2000. A true and correct copy of the Unanimous Consent executed by Defendant Giesswein on April 6, 2000 is attached hereto and incorporated herein by this reference as Exhibit "B." 49. :1 II >,1 " II "I II ",' 1,1 1,1 t1 II I I I I 'I II Ii II Ii Ii II When presented with the Unanimous Consent attached as Exhibit "B," however, Plaintiff Thompson refused to sign said consent in accordance with the parties' prior agreement. 50. Plaintiff Thompson further failed to attend the rescheduled special meeting of the shareholders on April 6, 2000. 51. On or about April 12, 2000, Plaintiff Thompson sent a memorandum to Defendant Oiesswein stating that effective April 18, 2000 Plaintiff Thompson would no longer cover emergency room calls on behalf of the corporation at the Pinnacle Health hospitals. A true and correct copy of Dr. Thompson's memorandum is attached hereto and incorporated herein as Exhibit "C." 13 52. In addition, Plaintiff Thompson in his memorandum attached hereto as Exhibit "C" stated that he would no longer cover emergency room calls on behalf of the corporation at Holy Spirit hospital. 53. Plaintiff Thompson, unilaterally, voluntarily and without discussion or consultation with Defendant Oiesswein, decided to withdraw his emergency room coverage at Pinnacle Health and I;' Holy Spirit hospitals. 1,1 54. Plaintiff Thompson's unilateral and voluntary actions threatened to harm both the :-! i'; , V reputation and productivity of the corporation. '" 55. i~ As a result, Defendant Oiesswein was obligated on behalf of the corporation to accept the additional on call emergency coverage which thereby placed a significantly increased burden upon Defendant Giesswein. I - ,;, ", !~ I' p 56. Defendant Oiesswein's additional emergency room coverage also increased the number of non-emergency patients he treated, as other physicians referred patients directly to Dr. Oiesswein whom they knew was available and actively treating patients. 14 -~ "~-" -,- -. -~ _..~ ~-~ - - , - I~r 57. On or about July 10, 2000, Carlisle Hospital and Health Services approved Plaintiff Thompson's request to be transferred from the active staff to the consulting staff, thereby eliminating any responsibility on his part for emergency room coverage. A true and correct copy of the letter from Carlisle Hospital to Plaintiff Thompson is attached hereto and incorporated herein by this reference as Exhibit "D." " L r-' I"~ " ':' ,i 58. :'\ ij Plaintiff Thompson, unilaterally, voluntarily and without discussion or consultation with Defendant Giesswein, decided to withdraw his emergency room coverage at Carlisle Hospital. :,j H " 11 " 59. fi l,~ Ij ':l :'t rj !1 r)i iJ i; I' Ii ~(l fij t~ :1 :j As a result, Defendant Oiesswein was thereby obligated on behalf of the corporation to accept all of the corporation's on call emergency coverage which thereby placed an even greater burden upon Defendant Oiesswein. 60. As a result of Plaintiff Thompson unilaterally and voluntarily diminishing his share of the patient care and general workload on behalf of the corporation, Defendant Oiesswein, as President and majority shareholder, elected to calculate physician compensation on a productivity basis so that compensation to the physicians would be equitable pending dissolution of the corporation. 15 ,,- ~,c~ . ~ '~__~ "~_e ~__ '. "". ,'__=n"~'~__~._~~~~, 61. Past division of the costs and revenues on an equal basis between Plaintiff Thompson and Defendant Giesswein was only the result of the shareholders not being able to reach an agreement to the contrary. 62. As early as July 1999, Defendant Oiesswein had engaged the services Donald L. DeMuth Professional Management Consultants to discuss and effectuate a proper division of the compensation of the physicians. 63. ,I ! i I I i I 1 il I I I 'i , I I .1 :l Defendant Oiesswein and Plaintiff Thompson, however, were unable to have substantive discussions, much less reach an agreement, regarding proper allocation of the income of the corporation. 64. At no time since the incorporation of Cosmetic and Plastic Surgery Center of Central Pennsylvania, P.C. on or about February 23, 1999, have Plaintiff and Defendant Giesswein agreed in writing to equally divide all costs and revenues of the corporation. 65. At no time since the incorporation has Defendant Giesswein verbally agreed to equally divide all costs and revenues of the corporation regardless of Plaintiff's unilateral and voluntary actions to diminish his share of the workload and responsibility for patient care. 16 " ~- -, - --,~ .. " _","_ '__'0...,,,-,,,, .__, .n-c-,'_'il-__' ."'_0_ __,'..0 ,",,'_ ,-._ ___~'~'""''''"='"_=,~~=,-_"" ;"'0':,; ,,~ ,~ ['j '; :l WHEREFORE, Defendants Oiesswein and Cosmetic and Plastic Surgery Center of Central Pennsylvania, P.C., respectfully request that this Court enter a judgment in their favor I l , , j !:! and against Plaintiff in this matter, together with reasonable costs and such other remedies as this Court shall deem just. Respectfully Submitted, IRWIN, McKNIGHT & HUGHES Date: August &tX, 2000 By: James. Hughes, Esqnire Supreme Court LD. No. 58884 Douglas G. Miller, Esqnire Supreme Court LD. No. 83776 60 West Pomfret Street Carlisle, Pennsylvania 17013 (717) 249-2353 Attorneys for Defendants, Peter Giesswein, M.D., et al. 17 .h -'"' , "d' .-, ?-,< ...-. -" "-> ',-", ,. .,,-~,- """-".'0-"';'<"'- "--~~., "~ ,<~ ~~~ =~-~''''-'''!-,-.,-<~., '--"''''.~~r~' . , VERIFICATION The foregoing document is based upon information which has been gathered by counsel and myself in the preparation of this action. I have read the statements made in this document and they are true and correct to the best of my knowledge, information and belief. I understand relating to unsworn falsification to authorities. "I'," ,., I " that false statements herein made are subject to the penalties of 18 Pa.C.S.A. Section 4904, 11111#1/ PETE D. GIESSWEIN, M.D., Indivi ually COSMETIC PLASTIC SURGERY CENTER OF! CENTRAL PENNSYLVJ 'lA, P.c. "t'1 PETE D. GIESSWEIN, M.D., President Date: August 21st ,2000 .n ,,_ .~' ._"_' ... ~" " ,'.". ". ".~., .= - -, ,~_.,.;,. '~'''''<- . IL . EXHIBIT "A" '.'.,--".,- "~""~.' ,'U"'.-"."";'_""'".'__4'<'~ ~~~-" ~C." ,-- ,'" '__n__((,: 'j I 'I ,I II 'I " " ,I '; ;1 ! I [.j I J , ,1 I hi '! I :1 11 :.j I "'" ~ ~'- ..~.- -' ilL;!! " . COSMETIC AND PLASTIC SURGERY CENTER OF CENTRAL PENNSYLVANIA, P.C. NOTICE OF SPECIAL MEETING OF SHAREHOLDERS To the Shareholders of Cosmetic and Plastic Surgery Center of Central Pennsylvania, P.C.: Notice is hereby given that a special meeting of the shareholders of Cosmetic and Plastic Surgery Center of Central Pennsylvania, P .C. (hereinafter the "Corporation") has been called and will be held at the offices of the Corporation located at 19 Brookwood Avenue, Suite 105, Carlisle, Cumberland County, Pennsylvania, on April 4, 2000, at 5:00 P.M., local time, for the following purposes: 1. To vote upon the dissolution of the Corporation and to discuss and vote upon a Plan of Dissolution to be prepared, in accordance with Chapter 19 of the Pennsylvania Business Corporation Law of 1988, as amended, and Section 6043 of the Internal Revenue Code of 1986, as amended. 2. To authorize a Dissolution Committee to take any and all such additional actions as may be appropriate and necessary to carry out a Plan of Dissolution and to completely liquidate the Corporation. 3. To transact such other related business as may properly come before the meeting and any adjournment thereof. Only shareholders of record at the close of business on March 22, 2000, are entitled to notice of and to vote at the meeting and at any adjournment thereof. Only shareholders of record at the close of business on March 22, 2000, and their respective legal counsel shall be permitted to attend said meeting. 'liiM" , . " . The presence of shareholders entitled to cast at least a majority of the votes that all shareholders are entitled to cast on the proposal will constitute a quorum. This notice to shareholders is provided in accordance with Section 1.5 of the Bylaws of the Corporation and The Pennsylvania Business Corporation Law of 1988 contained in the Act of December 21,1988, P.L. 1444, as amended. President and Majority Shareholder, i/vU/i/! March 22, 2000 "'~,~'''~~ .. ,~ > ~" . ,. , " . COSMETIC AND PLASTIC SURGERY CENTER OF CENTRAL PENNSYLVANIA, P.C. In accordance with Section 1.3 of the Bylaws of Cosmetic and Plastic Surgery Center of Central Pennsylvania, P.C. (hereinafter the "Corporation"), the undersigned, being a shareholder entitled to cast at least twenty percent (20%) of the outstanding shares of the Corporation, hereby calls a special meeting of the shareholders to be held on Tuesday, April 4, 2000, at the offices of the Corporation located at 19 Brookwood Avenue, Suite 105, Carlisle, Cumberland County, Pennsylvania, at 5:00 P.M., for the purpose of voting upon the dissolution of the Corporation, and such other related matters as may properly come before the meeting. Said meeting shall be open only to shareholders of record of the Corporation as of the date of this notice, and their respective legal counsel. Dated: March 22, 2000 PETE " , .' ' II , i i I i , I Ii 'I Ii 'I Ii ri " 'I !J :j " ,j , , 1 I I 1 i ! i , , I I I I i I Ij I 1 :ij :1 :1 !1 I Ij I 'J EXHIBIT "B" ~ ., "<r'tf""-~'~~ "~~ ',4 ~ ~. ~ ' J;, . ., . I fl i " . UNANIMOUS CONSENT IN LIEU OF SPECIAL MEETING OF THE SHAREHOLDERS OF COSMETIC AND PLASTIC SURGERY CENTER OF CENTRAL PENNSYLVANIA, P.C. THE UNDERSIGNED, being all of the Shareholders of Cosmetic and Plastic Surgery Center of Central Pennsylvania, P.C., hereby adopt the following preamble and resolutions: WHEREAS, the Shareholders, who own all of the outstanding shares of Cosmetic and Plastic Surgery Center of Central Pennsylvania, P.C. ("Corporation"), have determined it to be in the ,best interest of this Corporation and its Shareholders and have expressed their consent, pursuant to Section 1905 of the The Pennsylvania Business Corporation Law of 1988, as amended, that this Corporation be liquidated and dissolved effective June 9, 2000. NOW THEREFORE, be it RESOLVED, that the Corporation be completely liquidated and dissolved effective as of Friday, June 9, 2000, and that the officers and Board of Directors commence with the winding up of business and dissolution of the Corporation subject to the Plan of Complete Liquidation and Dissolution to be adopted by the Shareholders in accordance with the by-laws 'of the Corporation; and FURTHER RESOLVED, that the Corporation cease to do business effective at the close of normal business hours on Friday, June 9, 2000; and ~."'~~._.- .~~ ,.- ~. - u ;,,,, " . " " " . FURTHER RESOLVED, that the Shareholders shall cause the Corporation to file an Affidavit of Inactivity/Withdrawal or institute the formal procedures to dissolve under The Pennsylvania Professional Corporation Law of 1988, as amended, as the Shareholders shall so direct in accordance with the by-laws of the Corporation effective June 9, 2000; and FURTHER RESOLVED, that the Shareholders of the Corporation shall execute and file any and all other documents necessary to effectuate the winding up and dissolution of the Corporation in accordance with the resolutions hereof. The above preamble and resolutions are adopted by the consent of the undersigned, being the stockholders of the Corporation, pursuant to Section 1766 of The Pennsylvania Business Corporation Law of 1988 contained in the Act of December 21, 1988, P.L. 1444, as amended. It is the intent of the undersigned that the giving of this consent shall have the same force and effect as if the actions hereby authorized had been proposed and acted upon at a duly called special meeting of the shareholders of Cosmetic and Plastic Surgery Center of Central Pennsylvania, P.C. 2 ...... ~~ ~- -.'-- " . >1 . " ' Upon signing by the Shareholders of the Corporation, this consent shall be filed with the Secretary of the Corporation. IN WITNESS WHEREOF, the undersigned has hereunto set his hand and seal this 6th day of April, 2000. , / LAWRENCE THOMPSON, III, M.D. CQRPS\SPECCONS\COSMETIC AND PLASTIC SURGERY CENTER\DISSOLUTION - 2000 (SHAREHOLDERS) 3 ., .' . , , I I I: I I h f I I i: h r--' " l~ hi ::i ') 'l i:o I:' I t: i EXHIBIT" C" ~ LC. . .. .. MEMO April 12. 2000 TO: FROM: Dr. Peter GiessweiD RE: Dr, Lawrence K Thompson .lJ...1';, Emergency Room Coverage at Holy Spirit and Pinnacle Health Effective April181h of 2000, I will no longer be participating in the emergency room call schedule or on coverage for Pinnacle Health (Harrisburg, Polyclinic and Osteopathic Community General) or Holy Spirit as set forth in the Bylaws of each institution. At pre$ent. I will continue to fulfill obligation!; for the: emergency room coverage, a:'j stipulated in my credentialing form, at Carlisle Hospital. Ilkl ;, ~ "P' 1;1 . . -~ ~ -, .'="~''-'''' , -, -,-.',.".' ~'" I ., . . f,t Y. EXHIBIT "D" - -. '''11'." ... ,"''''-''-'." '~"~"';-'-,""~.,\1~:;;';;;;-d:..-' ""~-~""'''_;'_''O<' t,;;:; . ' ~ WOODSIDE (0.717 ~;jli (tlI~ t.,..,ul::. . JUL-13-00 11138 FROM.METTE EVANS /It\ Carlisle Hospital and .. . ~ Health Services. II- '1 J,. July 10. 2000 Lawrence K. ThQrnoson. MD Cosmetic & PlaStic'Surgery Center of Central PA. PC 9 Brookwood Avenue Carlisle, PA 17013 OearDr. Th~ dK- ! am pleased to Inform you that dwing lhe Carlisle Hospital Board of Tl1JSlQee meeting of July 10, 2000. your request fOr transfer from tile Mi!Ne Staff to lhe Consultlng Staff. eliminating your reBllOlWI~ tor pIasliC surgery emergency department coverage was unanimously approved by !he Board of Trustees. I am plea$ed'to flXlend the best wi$hES of the Board of Trustees fer your rontinuecl success at ClIriisle HoepilaJ. pleasE> contact me ill may be of f\.'I1her assistance to you. S;;Jz Micl1ael J. Halstead. FHFMA President/CEO lea c: Rick Schaf61er. V"'" President, ~ Care Services Sheny Hocvet. Director, Medical Staff SeIVices 2461"'" Sl""'~~!!.. 31' .c..;,J,.PA ]701~3Ia'i17-245-S1]a ;.;:....~ " ri~ . , ' "~" " " -.\ '. ,_''''~H'' n , ",'". :.j , . ~ ~ t_ tit . . l 1- LAWRENCE K. THOMPSON, III, M.D., : IN THE COURT OF COMMON PLEAS OF : CUMBERLAND COUNTY, PENNSYLVANIA Plaintiff, v. CIVIL ACTION - EQUITY NO. 2000 - 4924 CIVIL TERM PETER GIESSWEIN, M.D. and COSMETIC AND PLASTIC SURGERY : CENTER OF CENTRAL PENNSYLVANIA, P.C., Defendants. CERTIFICATE OF SERVICE I, Douglas O. Miller, Esquire, hereby certify that on this date a true and correct copy of the foregoing document was served upon the following attorneys by fIrst-class United States Mail, postage prepaid in Carlisle, Pennsylvania 17013, addressed as follows: Andrew H. Dowling, Esquire Mette, Evans & Woodside 3401 North Front Street P.O. Box 5950 Harrisburg, PA 17110-0950 Attorneys for the Plaintiff IRWIN, McKNIGHT & HUGHES Date: August iXJ, 2000 ~ 1/ A1~. Dougla G. Miller, ES'quire Supreme Court LD. No. 83776 60 West Pomfret Street Carlisle, PA 17013 (717) 249-2353 "'~ . . . ^" ','.-. ,.;~" , ,".,'''''' ,~- ~ :,' .. L'-, ,--~ '< ,--,~-- o C ;;;:;;<- ""DC;':> nlfT! Z'''-j zf-O. ~2~~ ~Cy ~:'(,) --'-~ 2: =< W" . .. . C~) L":J ~~ Ci-, 1'> p....) S~~; " '~ 'r v -;'1 :.~:;~~ :=1 51 "" s":) => .~ . ". .~ ,~. .-l. ~.~- ~ O_'"_'_,;~~",<>.~~","-"",_,'~ .'--",^,,' '. "'-'in:: LAWRENCE K. THOMPSON, m, M.D., : IN THE COURT OF COMMON PLEAS OF : CUMBERLAND COUNTY, PENNSYLVANIA Plaintiff, v. CML ACTION - EQWTY PETER GIESSWEIN, M.D. and COSMETIC AND PLASTIC SURGERY : CENTER OF CENTRAL PENNSYLVANIA, P.C., Defendants. NO. 2000 - 4924 CIVIL TERM DEFENDANT'S REPLY TO PLAINTIFF'S REOUEST FOR PRODUCTION OF DOCUMENTS - FIRST SET 1. Objection. Plaintiff has access to all appointment books through Patient Accounting Services, Inc., Attn: Clark Dunkle, P.O. Box 180, 101 Noble Boulevard, Carlisle, PA 17013, the billing company used by the corporation. Defendants are under no obligation to provide documents which are available and accessible to Plaintiff. 2. Objection. Plaintiff has access to all billing invoices through Patient Accounting Services, Inc., Attn: Clark Dunkle, P.O. Box 180, 101 Noble Boulevard, Carlisle, P A 17013 and Miller and Associates, Attn: Daniel Miller, Certified Public Accountants, 701 North Second Street, Harrisburg, P A 17102, the accounting fIrm used by the corporation. Defendants are under no obligation to provide documents which are available and accessible to Plaintiff. 3. Objection. Plaintiff has access to all patient and insurance receipts through Patient Accounting Services, Inc., Attn: Clark Dunkle, P.O. Box 180, 101 Noble Boulevard, Carlisle, PA 17013 and Miller and Associates, Attn: Daniel Miller, Certified Public Accountants, 701 1 . ~ ,- '-',,-- . ".' .~--.~ .- -,,-, "c .. '_' "'-".., '" .- _"""~"P""",N, '-;-- "_"'-, ,0.,;;", -'':''-'.''i North Second Street, Harrisburg, PA 17102. Defendants are under no obligation to provide documents which are available and accessible to Plaintiff. 4. Objection. Patient lists including addresses are available Patient Accounting Services, Inc., Attn: Clark Dunkle, P.O. Box 180, 101 Noble Boulevard, Carlisle, PA 17013 and Miller and Associates, Attn: Daniel Miller, Certified Public Accountants, 701 North Second Street, Harrisburg, P A 171 02. Additionally, Plaintiff was provided with the names and addresses of all patients as Plaintiff was given copies of the correspondence sent to all patients at the time the practice ceased doing business. Defendants are under no obligation to provide this information a second time to Plaintiffs. 5. Objection. Plaintiff has access to all bank statements for the corporation through Miller and Associates, Attn: Daniel Miller, Certified Public Accountants, 701 North Second Street, Harrisburg, P A 171 02, the accountant used by the corporation. Defendants are under no obligation to provide documents which are both available and accessible to Plaintiff. 6. Objection. Plaintiff has access to all deposit tickets for the corporation through Miller and Associates, Attn: Daniel Miller, Certified Public Accountants, 701 North Second Street, Harrisburg, P A 17102, the accountant used by the corporation. Defendants are under no obligation to provide documents which are both available and accessible to Plaintiff. 7. Objection. Ms. Brook Sheaffer was responsible for billing and collections for the corporation prior to the date which Patient Accounting Services, Inc. was hired to handle these duties. Defendants are unaware of a current work or home address for Ms. Sheaffer. 2 ,~>< - "- -,~" --~--=- ," '__._>--i':+, , 8. There are no minutes of meetings of the profes~ional corporation and/or shareholder meetings executed by both parties concerning the corporation to the best of Defendants knowledge and belief. HUOHES ~ James D. Hughes, Esquire Supreme Court I.D. No. 58884 Mark D. Schwartz, Esquire Supreme Court LD. No. 70216 60 West Pomfret Street Carlisle, Pennsylvania 17013 (717) 249-2353 Attorneys for Defendants, Peter Oiesswein, M.D., et al. Date: May 14,2001 3 ~ ',W"- - ,_~,. ,~._" ~ ~.."o _'",,,,-,""<,_"_c >c." "_"-',"~~ LAWRENCE K. THOMPSON, III, M.D., : IN THE COURT OF COMMON PLEAS OF : CUMBERLAND COUNTY, PENNSYLVANIA Plaintiff, v. CML ACTION - EQUITY PETER GIESSWEIN, M.D. and COSMETIC AND PLASTIC SURGERY : CENTER OF CENTRAL PENNSYLVANIA, P.C., Defendants. NO. 2000 - 4924 CML TERM CERTIFICATE OF SERVICE I, James D. Hughes, Esquire, hereby certifY that on this date a true and correct copy of the foregoing document was served upon the following attorneys by first-class United States Mail, postage prepaid in Carlisle, Pennsylvania 17013, addressed as follows: Andrew H. Dowling, Esquire Mette, Evans & Woodside 3401 North Front Street P.O. Box 5950 Harrisburg, P A 17110-0950 Attorneys for the Plaintiff UGHES James D. Hughes, sqwre Supreme Court I.D. No. 58884 Mark D. Schwartz, Esquire Supreme Court I.D. No. 70216 60 West Pomfret Street Carlisle, P A 17013 (717) 249-2353 Date: May ~4, 2001 -" -." .' -~"",~~.- ~ -, _C """"-'d'-", -,- -, ,_U . --. ..- < ",=-_'~M"'H__,~,'__,'ci,"-_,, . c",,; ,;""-"--<.,, "J;'-#r"~"'k'''''~;;;:,~,..o'"'~_<___: . 0.. i-,--__,' J' LAWRENCE K. THOMPSON, III, M.D., : IN THE COURT OF COMMON PLEAS OF : CUMBERLAND COUNTY, PENNSYLVANIA Plaintiff, v. CIVIL ACTION - EQUITY PETER GIESSWEIN, M.D. and COSMETIC AND PLASTIC SURGERY : CENTER OF CENTRAL PENNSYL VANIA, P.C., Defendants. NO. 2000 - 4924 CIVIL TERM PRAECIPE TO WITHDRAW APPEARANCE To Curtis R. Long, Prothonotary: Please withdraw the appearance of Douglas O. Miller, Esquire on behalf of the Defendants in the above captioned case. Respectfully Submitted, IRWIN & MCKNIGHT Dated: October 9, 2003 ~~. /4;Yf~ Douglas . Miller, Esqurre Supreme Court LD. No. 83776 60 West Pomfret Street Carlisle, Pennsylvania 17013 (717) 249-2353 PRAECIPE TO ENTER APPEARANCE To Curtis R. Long, Prothonotary: Please enter my appearance on behalf of the Defendants in the above captioned case. Date: Octobet:,30 ,2003 Respectfully Submitted, HUGHES & FISHMAN . ughes, Esquire Supr e Court LD. No. 58884 95 lexander Spring Road arlisle, Pennsylvania 17013 (717) 249-6333 "~" ...... '"' , 'c'., ";,,..~,_,' "0~ '_;"-.0<~f' ~,;:.'c,' ",.-" ~',0, -',". ":';O-;;;~,--.l:--'_;'__,,,-?;,),'; -o_~;l:.c;k:&_:';:".-;, - -_ i""",,~""',-,'_ . CERTIFICATE OF SERVICE I, James D. Hughes, Esquire, do hereby certify that I have served a true and correct copy of the foregoing document upon the persons indicated below by first class United States mail, postage paid in Carlisle, Pennsylvania 17013, on the date set forth below: Kathryn 1. Simpson, Esquire Mette, Evans & Woodside 3401 North Front Street P.O. Box 5950 Harrisburg, P A 17110-0950 Attorneys for the Plaintiff Date: October ~D , 2003 UGHES & FISHMAN 1 ',;, ~;;\ ' -'j,'-' o ~ :.;;;;~ -oUJ fnr;:, Z:i,; Zr,: C/)..t..::-._ -<.., ~c ::j;:o ~o c:; Z :;! ;,..' o w o C") ...... w o :Do ::r S? .0 <:::> o -t) or"',. rn~' ::g~m,_ ;"~~ c.." -, _i_' -ri C,"" zu om ?i5 -< ""-"H"''''',,,'..' ,,,,~,,,,,,,,, ",,_'"V,''''' ,-- "''''''',,0,,40'''''-''.'''>,' ",,,,,,,,' LAWRENCE K. THOMPSON, III, M.D., : IN THE COURT OF COMMON PLEAS : CUMBERLAND COUNTY, PENNSYLVANIA Plaintiff No. 00-4924 Equity v. PETER GlESSWEIN, M.D. and COSMETIC AND PLASTIC SURGERYCENTEROFCENTRAL: PENNSYLVANIA, P.C., Defendants Civil Action - Equity ORDER OF COURT ,., AND NOW, this 2- 7 day of April, 2001, upon consideration ofplaintiff's Motion to Compel; IT IS HEREBY ORDERED AND DECREED that the Defendants shall file full and complete responses wi~elit BejsstisBB to Plaintiff's Request for Production of Documents within 2.0 days of service of this Order. By the Court: /1j J. 258241 1'7'1 ED-r,,:i:I^i' /. "I...~ v,I,I\.J,_ OF .' ". N'<f"f' 'o"nT^"Y , r hr_~ :~~-;d :"~'. l\'L 1l"\f1 :::. :J.. '" , I ~ -f,. "1 l 01 APR 23 PM 4: 26 CUMSERl.AND COUNTY PENNSYLVANIA .. "~d~'e "--,- -,"~' '_. ~ "'"""~'-"'~'~__'~', '>~'H_"--'- ,,,.-""'~',_'.',''''''.''L''''~'''-''"'''''"'_''___':_1 ,,c'-,':_-.,'" LAWRENCE K. THOMPSON, III, M.D., : IN THE COURT OF COMMON PLEAS : CUMBERLAND COUNTY, PENNSYLVANIA Plaintiff No. 00-4924 Equity v. Civil Action - Equity PETER GlESSWEIN, M.D. and COSMETIC AND PLASTIC SURGERY: CENTER OF CENTRAL PENNSYLVANIA, P.C., Defendants PLAINTIFF'S MOTION TO COMPEL PURSUANT TO LOCAL RULE 4001.1 AND NOW comes Plaintiff, LAWRENCE K. THOMPSON, III, M.D., by his attomeys, Mette, Evans and Woodside, and files this Motion to Compel pursuant to Local Rule 4001.1 and alleges the following: 1. The above captioned action involves a breach of contract and shareholder derivative action among other causes of actions plead in the Complaint. The Complaint is attached as Exhibit "A". 2. On March 14, 2001 Plaintiff served Request for Production of Documents upon the Defendants, a copy of which is attached as Exhibit "B". 3, Full and complete responses were due on or before April 16, 2001. To date no response has been received by the Plaintiff from the Defendants. 4, Plaintiff attempted to informally resolve this matter by correspondence to Defendant's attomey by letter dated April 18, 2001 sent via facsimile, a copy of which is attached as Exhibit "C". ,-- ',- , , -, ,,' -'~ , -,",,~_ 'x..: -'~ __'~'C'_'"' "~'c o'_-;'''.ii~-~~,'';:~,;x ,,'/'.'k'-__'_;r"M_";, '.,,~-,-,. - "';O;~J.:l " 5. Defendants' attorney responded by correspondence indicating that he was going on vacation without indicating when, if at all, responses would be provided to the Request for Production of Documents. 6. Plaintiff requests an Order of Court compelling the Defendants to provide full and complete responses without objections to Plaintiff's Request for Production of Documents within a time certain. WHEREFORE, Plaintiff Lawrence K. Thompson, III, M.D. requests this Court to grant an Order of Court compelling the Defendants to serve full and complete responses without objections to Plaintiff's Request for Production of Documents within a time certain. Respectfully submitted, METTE, EVANS & WOODSIDE ~~ ANDREW H. DOWLING, ESQUIRE Pa LD. #39692 3401 North Front Street P. O. Box 5950 Harrisburg, PA 17110-0950 (717) 232-5000 Attorneys for Plaintiff - Date: April 23, 2001 258241 - 2 - - "' ~ .' ....: -~, ~- . / " . .' LAWRENCE K. THOMPSON, III, M.D., IN THE COURT OF C011MON PLEAS : CUMBERLAND COUNTY, PENNSYLVANIA < No. CJD- Liq;)4 t~ubf Civil Action - Equity n ~ ...... ~ ':..J ~.. --- '- . Plaintiff v. PETER GIESSWEIN, M.D. and COSMETIC AND PLASTIC SURGERY: CENTER OF CENTRAL PENNSYLVANIA, P.C., Defendants r""::: :;: ~- V!...-: ~~::' 1'::",;-". >t~ ~. "- . -"" -'-:" , ---=-, : .." :;.\ =< => 1,- -~ NOTICE YOU HAVE BEEN SUED IN COURT. If you wish to defend against the claims set forth in the following pages, you must take action within twenty (20) days after this Complaint and Notice are served, by entering a written appearance personally or by attorney and filing in writing with the Court your defenses or objections to the claims set forth against you. You are warned that if you fail to do so the case may proceed without you and a judgment may be entered against you by the Court without further notice for any money claimed in the Complaint or for any other claim or relief requested by the Plaintiff(s). You may lose money or property or other rights important to you. YOU SHOULD TAKE TillS PAPER TO YOUR LAWYER AT ONCE. IF YOU DO NOT H..<\. VE A LAWYER OR CANNOT AFFORD ONE, GO TO OR TELEPHONE THE OFFICE SET FORTH BELOW TO FIND OUT WHERE YOU CAN GET LEGAL HELP. Lawyer Referral Service Cumberland County Bar Association 2 Liberty Avenue Carlisle, PA 17013 (800)990-9108 ,:.~nll)- _I '": " -~ki ;-n ,~ ':~) > > . -li>-l'~ NOTICIA LE HAN DEMANDADO A USTED EN LA CORTE. Si usted quire defenders de cestas demandas expuestas en !as paginas siguientes, usted tiene viente (20) dias de plazo al parti de la fecha de la demanda y la notification. Usted debe presenter una apanencia escnta 0 en persona 0 por abogado y archival en la corte en forma escrita sus defenses 0 sus objeciones a las demandas en contra de su persona. Sea avisado que si usted no se defiende, la corte toman medidas y suede entrap una orden contra usted sin previo aviso 0 notification y por cualquier queja 0 alivio que es pedido en la peticion de demanda. Usted suede perder clinero 0 sus propiedades 0 otros derechos importantes para usted. LLEVE ESTA DEMANDA A UN ABODAGO INMEDIATAMENTA. SI NO TIENE ABOGADO 0 SI NO TIENE EL DINERO SUFICIENTE DE PAGAR TAL SERVICIO, VAYA EN PERSONA 0 LLAME POR TELEFONO A LA OFICINA CUYA DIRECCION SE ENCUENTRA ESCRITAABAJO PARA A VERIGUAR DONDE SE PUEDE CONSEGUIR ASISTENCIA LEGAL. Lawyer Referral Service Cumberland County Bar Association 2 Liberty Avenue Carlisle, PA 17013 (800)990-9108 ,230 I 07 _I -- ~~- ,- .- , ~- " J> LAWRENCE K THOMPSON, III, M.D., : IN THE COURT OF COMMON PLEAS : CUMBERLAND COUNTY, PENNSYLVANIA Plaintiff : No. v. PETER GIESSWEIN, M.D. and COSMETIC AND PLASTIC SURGERY: CENTER OF CENTRAL PENNSYLVANIA, P.C., Defendants : Civil Action - Equity COMPLAINT AND NOW comes Plaintiff, LAWRENCE K THOMPSON, III, M.D., individually and as a shareholder on behalf of COSMETIC PLASTIC SURGERY CENTER OF CENTRAL PENNSYLVANIA, P .C., through his counsel Mette, Evans & Woodside and brings this Complaint, in support of which he avers as follows: 1. Plaintiff Lawrence K Thompson, ill, M.D., is an adult individual residing at 122 Furman Road, Dillsburg, P A, 17019. 2. Defendant Peter Giesswein, M.D., is an adult individual residing at 129 Brindle Road, Mechanicsburg, P A 17055. 3. Defendant Cosmetic and Plastic Surgery Center of Central Pennsylvania, P.C., is a Pennsylvania professional corporation with a principal business address of 19 Brookwood Avenue, Suite 105, Carlisle, P A and is engaged principally in the provision of cosmetic and plastic surgery. 4. Defendant Giesswein and Plaintiff Thompson are the sole shareholders in Cosmetic and Plastic Surgery Center of Central Pennsylvania, P.C. ~ ' . ~,~~-" ". " , 'j];: ~ i{ ~:' " , 5. Defendant Giesswein holds the office of President of Cosmetic and Plastic Surgery Center of Central Pennsylvania, P. C., and is a member of the Board of Directors of the corporation. ~-( \-\ 6. Plaintiff Thompson holds the office of Vice President of Cosmetic and ," ':1 "1 Plastic Surgery Center of Central Pennsylvania, P.C., and is a member of the Board :,ij ," -" of Directors of the corporation. ," "i 'ii 7. At and before its incorporation in 1999, and continuing thereafter, lil Plaintiff Thompson and Defendant Giesswein have agreed to jointly and equally d ", ;,~ t" .:' l_li engage in the management and direction of the business affairs of Cosmetic and Plastic Surgery Center of Central Pennsylvania, P.C., and to share in all aspects of l,~ the business, including physician compensation, equally. , :!: !'~ 8. Bymeroorandum dated June 14, 2000, Defendant Giesswein informed I, il [II \4 Plaintiff Thompson that the method of calculating physician compensation was changed retroactively as of May 1, 2000, and that the physicians would be compensated according to their collections. A copy of the memorandum is attached hereto as Exhibit "A" and made a part hereof. The said memorandum was a unilateral decision of Defendant Giesswein without the benefit of any discussion or consultation with Plaintiff Thompson. 9. Plaintiff Thompson was subsequently paid approximately 25% and it is believed, and therefore averred, that Defendant Giesswein was paid approximately 75% of the total physician compensation which has been paid since June 14,2000. - 2 - ,'" ,~" _., ,e :'i 10. Until recently, Plaintiff Thompson's production was equal to or exceeded the production of Defendant Giesswein. 11. Plaintiff Thompson has always been compensated by Cosmetic and Plastic Surgery Center of Central Pennsylvania, P .C., on a bi-weekly basis. 12. Plaintiff Thompson did not receive his regular scheduled compensation on July 7, 2000, and he was notified that compensation would now be made on a monthly basis, as opposed to the agreed upon bi-weekly basis. 13. Plaintiff Thompson and Defendant Giesswein, as the sole shareholders of Cosmetic and Plastic Surgery Center of Central Pennsylvania, P .C., previously agreed, in principle, to dissolve the corporation and to liquidate and distribute the assets of the corporation. 14. The unilateral revisions to the physician compensation policy effected by Defendant Giesswein were implemented after the parties agreed to dissolve the corporation. COUNT I LAWRENCE K. THOMPSON. ill, M.D.. v. PETER GIESSWEIN. M.D.. and COSMETIC AND PLASTIC SURGERY CENTER OF CENTRAL PENNSYLVANIA. P.C. ACCOUNTING AND CORPORATE DISSOLUTION 15. The averments of paragraphs 1 through 14 above are incorporated herein by reference as if fully set forth. - 3 - -~~"".~ - ~ " - ,- ~ ~, " 16. Plaintiff Thompson and Defendant Giesswein are unable to communicate and are deadlocked regarding the continued operation and management of Cosmetic and Plastic Surgery Center of Central Pennsylvania, P.C., and it is beneficial to the interests of the shareholders that the corporation be wound up and dissolved. 17. It is believed, and therefore averred, that the corporate assets are being misapplied or wasted, and it is beneficial to the interests of the shareholders that the corporation be wound up and dissolved. WHEREFORE, Plaintiff Thompson respectfully requests that this Honorable Court enter an order requiring an immediate accounting of all assets, lia.bilities and transfers of Cosmetic and Plastic Surgery Center of Central Pennsylvania, P .C., and appointing a liquidating receiver for Cosmetic and Plastic Surgery Center of Central Pennsylvania, P .C., and providing for the dissolution and winding up of corporate affairs and subsequent distribution of the proceeds of its remaining assets to the shareholders as this Court shall deem just and equitable under the circumstances. -4- - ~ , ". COUNT n LAWRENCE K THOMPSON. III. M.D.. v. PETER GIESSWEIN.. M.D.. and COSMETIC AND PLASTIC SURGERY CENTER OF CENTRAL PENNSYLVANIA.. P.C. PRELIMINARY AND PERMANENT INJUNCTION 18. The averments of paragraphs 1 through 17 above are incorporated herein by reference as if fully set forth. 19. Plaintiff Thompson has requested, and the parties have agreed, that the corporation be wound up and dissolved. 20. Although the parties have discussed the dissolution of the corporation and the liquidation and distribution of the assets, Defendant Giesswein has unilaterally revised the physician compensation plan to the detriment of Plaintiff Thompson, and Defendant Giesswein has improperly distributed earnings of the corporation in violation of the parties agreed equal division of earnings and profits among the physician owners of the corporation. 21. Defendant Giesswein's unilateral revision of the physician compensation plan has resulted, and will continue to result in, disproportionate and inequitable distribution of the value of the corporation while the parties are in the process of dissolving the corporation. 22. If Defendant Giesswein is permitted to unilaterally revise the physician compensation plan to the detriment of the Plaintiff shareholder, and the Court does not order the winding up and dissolution of the corporation, it would cause - 5 - ~,.- . immediate and irreparable harm to Plaintiff Thompson for which there exists no adequate remedy at law. 23. The actions of Defendant Giesswein to date in unilaterally and retroactively revising the physician compensation plan and failing to use his best efforts for the benefit of the corporation, violate fundamental fairness and require the intervention of this Court to protect the interests of both Plaintiff shareholder and the corporation, in the form of an order enjoining Defendant Giesswein from continuing to violate the agreement ofthe shareholders to divide the income equally and to protect the assets ofthe corporation in light ofthe agreed dissolution of the corporation. 24. Greater harm would ensue from denial of the requested injunction than from granting it. 25. Granting the requested injunction would restore the parties to the status quo as it existed prior to the recent wrongful and unauthorized conduct of Defendant Giesswein. WHEREFORE, Plaintiff Thompson respectfully moves that this Honorable Court enter an order preliminarily and permanently enjoining Defendant Giesswein from taking any actions, including the division of income, that violate the agreement of the shareholders or that improperly or'disproportionately dissipate the - 6- " re'oj . . assets or value of the corporation to the detriment of Plaintiff Thompson, the minority shareholder, prior to the contemplated dissolution. COUNT ill LAWRENCE K. THOMPSON, III. ~.D.. v. PETER GIESSWEIN. M~D.. and COSMETIC AND PLASTIC SURGERY CENTER OF CENTRAL PENNSYLVANIA. P.C. BREACH OF FIDUCIARY DUTY 26. The averments of paragraphs 1 through 25 above are incorporated herein by reference as if fully set forth. 27. In the alternative to Count IT, above, if the requested injunction is denied, Plaintiff Thompson seeks damages for the rliminution in value to his shares as a result of Defendant Giesswein's fundamentally unfair and oppressive conduct as set forth above. 28 AB the majority shareholder in Cosmetic and Plastic Surgery Center of Central Pennsylvania, P.C., Defendant Giesswein owes a duty of fiduciary duty to Plaintiff Thompson as the minority shareholder. 29. The acts and omissions of Defendant Giesswein as set forth above constitute breaches of his fiduciary duty to Plaintiff Thompson. 30. AB a direct and proximate result of Defendant Giesswein's breaches of fiduciary duty, Plaintiff Thompson has suffered and will suffer damage in the nature of diminution in the value of his shares in the corporation and losses of potential - 7 - """"",F~ -_ .., -~_~ ~ . H_ -~ .' business opportunities, the amount of which remains unliquidated but which exceeds $35,000.00. WHEREFORE, Plaintiff Thompson respectfully requests that this Honorable Court enter judgment in his favor and against Defendant Giesswein in an amount exceeding $35,000.00, together with pre-judgment interest, the costs of this action and such other remedies as this Court shall deem just. COUNT IV LAWRENCE K. THOMPSON. III. M.D.. v. PETER GlESSWEIN, M.D.. and COSMETIC .AND PLASTIC SURGERY CENTER OF CENTRAL PENNSYLVANIA. P.C. SHAREHOLDER DERIVATIVE ACTION 31. The ave=ents of paragraphs 1 through 30 are incorporated herein by reference as if fully set forth. 32. As an officer and director of Cosmetic and Plastic Surgery Center of Central Pennsylvania, P.C., Defendant Giesswein owes a fiduciary duty to the corporation and its shareholders to perfo= at all times in the best interest of the corporation. 33. By reason of the acts and omissions set forth above, Defendant Giesswein has breached his fiduciary duties to the corporation. 34. Plaintiff Thompson refrained from demanding action by the Board of Directors of Cosmetic and Plastic Surgery Center of Central Pennsylvania, P.C., to - 8 - - 0' _, ~. '. _ J~ "'- -'u-: remedy the breaches of fiduciary duty by Defendant Giesswein only because such demand would have been futile under the circumstances that the Board of Directors is evenly divided with Defendant Giesswein and his wife and Plaintiff Thompson and his wife as the sole directors of the corporation. 35. AIl a direct and proximate result of Defendant Giesswein's breaches of fiduciary duty, the corporation has suffered and will suffer damages including, but not limited to, alienation of good will of existing clients, loss of business opportunities. overpayment of compensation to Defendant Giesswein and diminution to the value of the corporation. 36. The damages suffered by the corporation as set forth above are as yet unliquidated but are in excess of $35,000.00. 37. Plaintiff Thompson reserves the right to amend the pleadings following the opportunity for discovery and review of the corporate books and records. WHEREFORE, Plaintiff Thompson, in his capacity as a shareholder of Cosmetic and Plastic Surgery Center of Central Pennsylvania, P.C., respectfully requests that this Honorable Court enter judgment in an amount exceeding $35,000.00, together with pre-judgment interest, the costs of this action and such other remedies as this Court shall deem just. - 9- - ~ -- ~, , . COUNT V LAWRENCE K. THOMPSON. III... M.D.. v. PETER GIESSWEIN. M.D.. and COSMETIC AND PLASTIC SURGERY CENTER OF CENTRAL PENNSYLVANIA. P.C. BREACH OF CONTRACT 38. The averments of paragraphs 1 through 37 are incorporated herein by reference as if fully set forth. 39. The shareholders of Cosmetic and Plastic Surgery Center of Central Pennsylvania, P.C., Plaintiff Thompson, shareholder, and Defendant Giesswein, shareholder, previously divided income evenly pursuant to an oral agreement entered into by and between the shareholders. 40. The agreement regarding the equal compensation is evidenced by the shareholders' course of conduct since the incorporation of Cosmetic and Plastic Surgery Center of Central Pennsylvania, P .C., in 1999 to and including June 14, 2000. 41. Defendant Giesswein, individually, and as an officer of Cosmetic and Plastic Surgery Center of Central Pennsylvania, P.C., has breached the compensation agreement of the shareholders by unilaterally revising the compensation plan resulting in disproportionate compensation payments to Plaintiff Thompson and Defendant Giesswein. - 10- ~- ~ < ,__ -,,'-, f' - ~. '____.."" ,.' ~_ _ ~~.; ; WHEREFORE, Plaintiff Thompson respectfully requests that this Honorable Court enter judgment in an amount exceeding $35,000.00 together with pre-judgment interest, the costs of this action and such other remedies as this Court shall deem just. Respectfully submitted, METTE, EVANS & WOODSIDE ~QUffiE PALD. #07981 ANDREW H. DOWLING, ESQUIRE PALD. #39692 JAMES M. STRONG, ESQUIRE PA LD. #81093 3401 North Front Street P. O. Box 5950 Harrisburg, P A 17110-0950 (717) 232-5000 Attorneys for Plaintiff Thompson Date: Jur /( ;2.(JOo :230107 1 - ii - ~ . Exhibit A ..., ,- f , , ~ _""","ll9-' - -,- . 1.<_'j . . MEl\iIO From: To: RE: DAte: Peter Giesswein, MD-Pre:sident, Cosmetic & Plastic Surgery Center Lawrence K. Thompson, m, MD, F ACS Complaints June 14,2000 Over the past 2- 3 months it has become increasingly rlimcult for me to lIllIIIllge our compalIy and protea the reput:lIion of Cosmetic & Plast:ic Surgery Center and its staff'members. Many ,:>~J~~:~';;..~e~e.nt8.::~~~~~been!iJed. SO~rning sch:duling, ER coverage, billing,and .- -" re=ns:-r;~ respe=c:-" - -- .' m. -- . .' ._-_.~' "':"'''.;:,:.. Surgery Scheduling: Jill, from the Carlisie HospIral Surgery C<mter spoke to me concerning your calling "almo~t weekly" to try to change the OR schedule so that your p"ri"",. and especially your cosmetic surgery patients, have their surgery done fust. This is u:nacceptable. As you well know, our office staff alternates the starting time weekly between you and myself UIlless the age, medical condition, or the additionai MD operating scbedule de."IlaIlds otherwise.. F oremo5t, it is our offices' ment to IIIllke OR scheduling convenient to the, needs of our patients and not to the doctor. This being said, there should aiSo be no distinction made between a wel:fure, insurance, or cosmetic patient when scheduling surgery. Your attempt to circumvent standard office proc..--dures is rl:mmgmg to the reputation of our office staff responsible for scheduling, and it severely interferes with the SIDOO th rtlIlD.ing 0 f the office. ER Cover:1ge: Severai complaints have been voiced to me and ""frs. Weller over the past several momhs. All of these de:ili with the fuct that you as the physic.:.:m on-calI fur Cosmetic & Plastic Surgery Center do not IIIllke yourself available to see patients in the ER. Let me remind you thaJ: our office was founded with the mission to provide comprehensive plastic surgery service, including hand surgery, to the Central Pennsylvania area. As a group, we accepted ER assigmnems at local ~titutio~ Most recently, you denied coverage to Holy Spirit Hospital ER and Pitm8c1eH.ealth SystemER altogether. I have been called severaitinies onmy. days off-to see =ergenc"f room patients bec:1use of your refu5al to attend to them. You took it upon yourself to bltve other physicians cover your call at Carlisle Hospital Emergency Room without speaking to me first.. Tnis is unacceptable, since it not only que~-tions the co=itment of CPSCCP to serve the co=unity, but it is also financially harmful to the practice by diverting referrals away from our practice resulting in a loss of revenue. Tn addition, Dr. Jerry Fr:mko posed the question of ~\1TALA comDliance violations. 'What is the :lOlution? In order to continue our mission, utloold our reputation ~ re!i:1ble colleagues. and avoid any further fin=is.l damage to the practic;, I will be available eVe':'j day fur ER covemge tha1: is expected from our pmctiJ:e. Billing: Although it was custo=ry fur physicians to give personal professiooal, or courtesy write-oE3 to some patients, it is very important that the HCFAJ Medicare rules and reguJatiollS are fullowed. The physician is the only one that cm malce adjustments and he must ", '." '''''-,~ '01 imorm the office manager or billing person in ...Titing to m:lke that adjustment. The suffhas monned me that on several oe=ioDS you did not adhere to our established fee schedule and that you did not till out an adjustment sheet. You:llld I have spoken several times about adjustments which we agre"..d must be very closely 1IlDnitored as part of ""';nt~;n;"g financial control in the office. Your non-compliance makes it difficult to trail the lIt'propriateness of patient payments and adjUSlIDCIltS. On the same note: You used 2cc ofColJagen on one patient and charged S150.00 and 2cc of collagen ou another patie:xt and clmged $500.00. W'rrt? You know tb:lt lee of collagen costS the office approximately $180.00 to $190.00 plus shipping and h~T1nHng. The o:flice lost about $150.00 on the first patient. If you Want to give things away, this will come out of your pay. The times ofwb.eeling and dc::iling in medicine are OVe:". It is important that all employees in lWery aspect., comply with our staIldard offi~ procedures which have been established for cPSCCP. _._~. q. Spff~l#gplls;. __Q.ver the past several ~ks, several members.ofthe ~@: .ll;\~come to ."..,' me on diffi:rent occasions to voice their concerns about what they perceive as an unproressio:cal aJJd accusing anirode towards them. All were very upset sod in tears. They reported that you ord~d them to leave inappropriate messages on the answering machine ~as ouiliDed by your lawyer". They also report !bat standard office procedures are continually violated, including scil.ed1lli3l&, ~-scl1eduIing, and canceling of patient appointments. Also, your delll3Ild to keep the back examining room reserved fur your patients in total disregard for the necessary patient flow on busy o~ days is UDaCCeplable. These demands make work for the staffvery laborious. Established office proc.."'Clures must be followed unle5S the physicians together ~ide to change them. Our staff is doing an excellent job during this difficult and complex period. It is important that the physicians conduct themselves in a courteous, professional and matUre manner at all times. Information conc-.--rn:iDg charges, billing, appomtlIlenIs and accoUIttS should be h~ntilert by the appropriate personnel to ensure that these issues arc lDlIIUlged correctly. Your statemem to one of our patients that Dr. Giesswein was responsible for an offe:'.sive collection notice, which incidentally was sent out by Dr. Stratis' office., is .-l~TTl"~~ to my reputation. Once again, we must maintain good staff and patieIJ! relarions. Physicians' Compensation! Staff Salaries: With the distinct work schedules for each physic".an, it !lOW appears prudem to adjust the c01I1p<:DSation for physician employees of Cosmetic &: Plastic " - .Surgery Centt:r accordiDgly. As of:M.1y 1, 2000, physici= will be paid according to their collections. Reimbursement for ER on-;;:ill coverage will be determined at a later date. Cosmetic &: Plastic Surgery Center is now at a stage where its' financi:ll survival no longer depends on my wire's unpaid labor. She bas done our bookkeeping, purchasing, pa)TOll, and vendor relations since the o?,ning ofCPSCCP..A.;J of),fay 1,2000 she will keep a log of her hours and =ive a r/r..sonable hourly wage. ,~- , VERIFICATION I have read the foregoing document and hereby verify that it is true and correct to the best of lIlY knowledge, information and belief. I understand that any false statements made herein are subject to the penalties of 18 Pa. C.S.A. ~4904, relating to unsworn falsification to authorities. DATE: '7 }J) /DlJ I I "I1nln'7 - " -",,-,- - - '":i~ , ," ~"-- 'J~.--o,"", _'"'~F___"~ ",,- C_ ,- ~. LAWRENCE K. THOMPSON, III M.D., Plaintiff IN THE COURT OF COMMON PLEAS CUMBERLAND COUNTY, PENNSYLVANIA v. NO. 00-4924 EQUITY PETER GIESSWEIN, M.D. and COSMETIC AND PLASTIC SURGERY CENTER OF CENTRAL PENNSYLVANIA, P,C., Defendants CIVIL ACTION - EQUITY PLAINTIFF'S REQUEST FOR PRODUCTION OF DOCUMENTS DIRECTED TO DEFENDANTS - FIRST SET TO: Peter Giesswein, M.D., Defendant c/o James D. Hughes, Esquire IRWIN, MCKNIGHT & HUGHES West Pomfret Professional Building 60 West Pomfret Street Carlisle, PA 17013-3222 Pursuant to Pa. R.C.P. 4009, the Plaintiff, LAWRENCE K. THOMPSON, III, M.D. by his attorneys, Mette, Evans & Woodside, requests you to produce copies of the following documents, at his expense, within thirty (30) days of service of this request. METTE, EVANS & WOODSIDE BY: ~~ ANDREW H~WLlN , IRE' Supreme Court I. D. No. 39692 3401 North Front Street P. O. Box 5950 Harrisburg, PA 17110-0950 Telephone: (717) 232-5000 DATED: _0(./l)/ Attorneys for Plaintiff . . , ., ,~- INSTRUCTIONS If you object to the production of any document on the grounds that the attorney-client, attorney work product or any other privilege is applicable thereto, you shall, with respect to that document: (a) State its date; (b) ,Identify its author; (c) Identify each person who prepared or participated in the preparation of the document; (d) Identify each person who received it; (e) Identify each person from whom the document was received; (f) State the present iocation of the document and all copies thereof; ~ - - ~, - -"~I (g) Identify each person who has ever had possession, custody or control of it or a copy thereof; and, (h) Provide sufficient information concerning the document and the circumstances thereof to explain the claim of privilege and to permit the adjudication of the propriety of that claim. (i) Produce copies of all documents and/or redacted documents that are not subject to your claim. "' - ~ " ,_", "~~" ';~"-J DOCUMENTS REQUESTED 1. Provide all patient appointment books for both Larry K. Thompson, III, M.D. and Peter Giesswein, M.D. for Cosmetic and Plastic Surgery Center of Central Pennsylvania, P.C. from its date of incorporation to the present. 2. Provide all billing invoices to patients and insurance companies for Cosmetic and Plastic Surgery Center of Central Pennsylvania, P.C. from its date of incorporation to the present. 3. Provide all patient and insurance receipts for Cosmetic and Plastic Surgery Center of Central Pennsylvania, P.C. from its date of incorporation to the present. 4. Provide all patient addresses of Cosmetic and Plastic Surgery Center of Central Pennsylvania, P.C. from its date of incorporation to the present. 5, Provide all bank statements for Cosmetic and Plastic Surgery Center of Central Pennsylvania, P.C. from its date of incorporation to the present. 6. Provide copies of all deposit tickets for Cosmetic and Plastic Surgery Center of Central Pennsylvania, P.C. from its date of incorporation to the present. 7. Provide names and addresses of all employees of Cosmetic and Plastic Surgery Center of Central Pennsylvania, P.C. responsible for billing and collections from the date of incorporation of Cosmetic and Plastic Surgery Center of Central Pennsylvania, P.C. to the present. " ' ._,n. "-, . ~,- - " - -~ , 8. Provide copies of all minutes of meetings of the professional corporation and/or shareholder meetings concerning Cosmetic and Plastic Surgery Center of Central Pennsylvania, P.C. from its date of incorporation to the present NOTE: As referred to herein, "document" includes written, printed, typed, recorded, or graphic matter, however produced or reproduced, including correspondence, telegrams, other written communications, data processing storage units, tapes, contracts, agreements, notes, memoranda, analyses, projections, indices, work papers, studies, reports, surveys, diaries, calendars, films, photographs, diagrams, drawings, minutes of meetings, or any other writing (including copies of any of the foregoing, regardless of whether you are now in possession, custody, or control, your former or present counsel, agents, employees, officers, insurers, or any other person acting on your behalf), METTE, EVANS & WOODSIDE BY: ~.----- ~~ ANDREW H. DOWLING, ESQUIRE Supreme Court I. D. No. 39692 3401 North Front Street P. O. Box 5950 Harrisburg, PA 17110-0950 Telephone: (717) 232-5000 Attorneys for Plaintiff DATED: 3l/t; -.~ , . " <,-,- "C.~~ ~- iiiiH CERTIFICATE OF SERVICE I hereby certify that I am this day serving a copy of the foregoing document upon the person(s) and in the manner indicated below, which service satisfies the requirements of the Pennsylvania Rules of Civil Procedure, by depositing a copy of same in the United States Mail, at Harrisburg, Pennsylvania, with first class postage prepaid, certified, return receipt requested, addressed as follows: James D. Hughes, Esquire Irwin, McKnight & Hughes West Pomfret Professional Building 60 West Pomfret Street Carlisle, PA 17013-3222 METTE, EVANS & WOODSIDE BY: ~ ANDREW H. DOWLING, ESQUIRE Supreme Court I. D. No. 39692 3401 North Front Street P. O. Box 5950 Harrisburg, PA 17110-0950 Telephone: (717) 232-5000 Attorneys for Plaintiff DATED: 0'-//0/ 254414 " ...~...... ~.'" >..> / METTE. EVANS .at: W'OODSIDE fiLE COpy A PROFESSIONAL CORPORATION ATTORNEYS AT LAW ANDREW H. DOWLING, ESQ. * 3401 NORTH FRONT STREET p;O. BOX 5950 HARRISBURG. PA 17110.0950 DIRECT DIAL: (717)231-5288 mSNO. 23-~985005 * Certified Civil Trial Advocate by the National Board of Trial Advocacy E-MAIL AOORESS .~hdowling(Q}melle.c(lm TELEPHONE (717) 232-5000 FAX (7171236-1816 http://www.mette.com April 18, 2001 VIA FACSIMILE - 249-6354 James D. Hughes, Esquire Irwin, McKnight & Hughes West Pomfret Professional Building 60 West Pomfret Street Carlisle, P A 17013-3222 RE: THOMPSON v GIESSWEIN NO. 00-4924 EQUITY Dear Mr. Hughes: Plaintiffs Request for Production of Documents directed to Defendants, First Set is now overdue. I have been instructed by my client to me a Motion to Compel if full and complete responses are not received by Monday, April 23, 2001. Very truly yours, ~~- ANDREW H. DOWLING AHD/cmb cc: Lawrence K. Thompson, III, M.D. (via regular mail) 258004 7:':7T"\>-:~"C_ \ = ~ - ~-" --<~-=" -~, -,..~-",,, -.k_, -~ ,.,--,-- . ,-> "~,,-_,,,-_~,,;,_O'--l"__ ""'""~'/-"'.'--.- ,..,"'", "--'''''';i: , . CERTIFICATE OF SERVICE I hereby certify that I am this day serving a copy of the foregoing document upon the person(s) and in the manner indicated below, which service satisfies the requirements of the Pennsylvania Rules of Civil Procedure, by depositing a copy of same in the United States Mail, at Harrisburg, Pennsylvania, with first class postage prepaid, certified, return receipt requested, addressed as follows: James D. Hughes, Esquire Irwin, McKnight & Hughes West Pomfret Professional Building 60 West Pomfret Street Carlisle, PA 17013-3222 METTE, EVANS & WOODSIDE BY: ~-?t.j}~ A,C6? ANDREWH. DOWLING~E Supreme Court 1. D. No. 39692 3401 North Front Street P. O. Box 5950 Harrisburg, PA 17110-0950 Telephone: (717) 232-5000 Attorneys for Plaintiff DATED: April 23, 2001 234392 -J ~ 'c-~ ,"- - " -. ~~ -- 0.,.,'.0 ~ 'd:yIi:.IiiirI-~'':' '" '" .,~_"~,~ - ~"~ e. R ,~';"'.- ~" ',.... .c ,c_ ,.- ~ - 0 CJ 0 C '" ?- "'", .-..! ~-,"- ""'P(tJ -0 f~~ t1 mr"f1 :>;1 ~~~ l'.' -",:Tl <'f.)- t3~~ ~C:J " '"' 3: 7~ :!J Z;J -,-~- C) ;pU O'm '(;:: ~ Z :".) -' 00 -< '0 -< -~ - .. = <.,- -, -'c.- "',' >,''- ,',,"- "" _0'", , .' "~ " 'n _n", _ .~~'--! ~. " \ 'Jef' , lib" " Y'-~ '"' June 17,2005 , \ I " ~ i " I , 1 I I I I I I I I I I , I I I I I I I i , ~ 1 ~ I I I I 1 i , ! I \ I i I I I i \ I LAWRENCE K. THOMPSON, III, M.D., Plaintiff IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA CIVIL ACTION - EQUITY NO. 00-4924 EQUITY vs. PETER OEISSWEIN, M.D., Defendant IN RE: PRETRIAL CONFERENCE Present at a pretrial conference held this date were Kathryn 1. Simpson, Esquire, attorney for the plaintiff, and Susann B. Morrison, Esquire, attorney for the defendant. This is an action seeking an accounting and the dissolution and winding up of the corporate affairs of Cosmetic and Plastic Surgery Center of Central Pennsylvania, P.C. The action seeks also, among other things, damages as a result of Dr. Oeisswein's alleged breach of fiduciary duty. It appears that there will be no unusual evidentiary issues. The testimony will consist of that of the two principles and their accountants. The plaintiff has sought, and the defendant has agreed to provide, data which supports the monetary figures used by the accountant for the defendant. Counsel indicated that that would streamline the trial of this matter. A trial without a jury in this case is set to commence on Friday, September 2, 2005, at 9:30 a.m. " '~'. o,._~_c"' ,"" FiLED-OFFICE OF THE FROTHONt)"'t\RY ZOOS jUt! 17 f\N 11: 55 Cl!;"":;~~l__'--';'~_'" 'f. l/',:rJ';\ffY p[~~,g,., SYLVAj\!iA ,~"",,""--~- - ,~ - , _%.~ ,-: " f- ~~ - ~", A.... Kathryn 1. Simpson, Esquire For the Plaintiff Susann B. Morrison, Esquire For the Defendant Court Administrator :rlm , --O",~ "l_'"""'" ,c,"""", l'~-"IO," ''',~'''"o=__,~ " '. '~'!";:1 l' I; Ij i;j :il ':1 (I ~I " j 1 'I ;1 ~I I :1 :1 ;1 I, i ~ 'I ~ I 1 :1 'I l I :1 i ~ ;1 ~! " !~ II tl i 1 tJ 1,1 'I 'I 'I " :1 ~', , ' ~ ... LAWRENCE K. THOMPSON, III, M.D., Plaintiff IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA v. PETER GIESSWEIN, M.D. and COSMETIC AND PLASTIC SURGERY CENTER OF CENTRAL PENNSYL V ANlA, P .C., CIVIL ACTION - EQUITY NO. 2000 - 4924 CIVIL TERM Defendants REPLY TO NEW MATTER Plaintiff, by his counsel, Mette, Evans & Woodside, files the following reply to Defendants' New Matter: 42. The averments in Paragraphs I through 41 of the Complaint are incorporated by reference. 43. Admitted that Cosmetic and Plastic Surgery Center of Central Pennsylvania, P .C. is a Pennsylvania professional corporation that was incorporated on or about February 23, 1999. 44. Admitted. By way of further answer, the agreement between the shareholders at the time of incorporation was that Dr. Giesswein would be the majority shareholder, but this would not confer upon him any greater status than that held by Plaintifffor the purpose of running the corporation. 45. Denied. To the contrary, Plaintiff does not recall receiving such a notice. By way of further answer, the notice is a document in writing and speaks for itself. 46. After reasonable investigation, Plaintiff is without knowledge or information sufficient to form a belief as to the truth of the averments contained in Paragraph 46. To the contrary, Plaintiff does not recall receiving such a notice and has no knowledge of the purpose of Dr. Giesswein in calling a meeting, if, indeed, one was called. 47. After reasonable investigation, Plaintiff is without knowledge or information sufficient to form a belief as to the truth of the averments contained in Paragraph 47. , 48. Denied. To the contrary, Plaintiff has no recollection of agreeing to execute the consent attached as Exhibit "B". 49. Denied. To the contrary, there was no agreement to sign the consent. 50. Denied. To the contrary, Plaintiff was not notified of any special meeting. 51. Admitted that Plaintiff sent Dr. Giesswein a memorandum which is attached as Exhibit "C". The document is a document in writing and speaks for itself. By way of further answer, the memorandum was prompted by the terms of Dr. Thompson's credentialing at the various hospitals. 52. The averments contained in Paragraph 51 are incorporated herein. 53. Denied. To the contrary, Dr. Thompson's involvement in emergency room coverage had to do with his credentialing at the hospitals and not any act to intentionally hurt Dr. Oiesswein or the practice. 54. Denied. The answer to Paragraph 53 is incorporated herein. 55. Denied. To the contrary, based on information and belief, there was no appreciable change in the burden on Dr. Giesswein. 56. The answer to Paragraph 55 is incorporated herein. 57. Admitted that Plaintiff received Exhibit "D", attached to Defendants' answer. The document is in writing and speaks for itself. 58. Denied. To the contrary, the request to have a change of status flowed directly from the June 14, 2000 memorandum from Dr. Oiesswein to Dr. Thompson concerning compensation issues, among other things. 59. Denied. To the contrary, there was no appreciable change in the burden, if any, on Dr. Giesswein. 2 '0 60. Denied. To the contrary, the action of Dr. Giesswein predated the change in Plaintiff s status at Carlisle Hospital and that change could not have been the precipitating cause for a compensation change. See Exhibit "A" to Plaintiff's Complaint. 61. Denied. To the contrary, the equal division of costs and revenues was based on the initial agreement between the parties that everything would be equally divided among Plaintiff and Defendants. 62. After reasonable investigation, Plaintiff is without knowledge or information sufficient to form a belief as to the truth of the averments contained in Paragraph 62. 63. Denied. To the contrary, this was never discussed. 64. Admitted, but there is no written agreement. However, there was an oral agreement to divide everything equally. 65. Denied. To the contrary, the initial agreement between the parties was that all costs and revenues were to be divided equally. WHEREFORE, Plaintiff demands judgment in his favor against Defendants. Respectfully submitted, METTE, E ANS & WOODSIDE By' '- . SI SON,E Sup. t. 1. . o. 28960 3401 North Front Street P. O. Box 5950 Harrisburg, PA 17110-0950 (717) 232-5000 - Phone (717) 236-1816 - Fax Attorneys for Plaintiff Lawrence K. Thompson, III, M.D. Date: r /i ~5 3 ~ " - "'-,~ '~.....J'jjh..; VERIFICATION I, Lawrence K. Thompson, III, M.D., have read the following document and verify that the facts set forth herein are true and correct to the best of my knowledge, information and belief. To the extent that the foregoing document and/or its language is that of counsel, I have relied upon counsel in making this Verification. I understand that any false statements made herein are subject to the penalties of 18 Pa. i-1 i C.S.A. g4904 relating to unsworn falsification to authorities. DATED:LI9 D..s 1-:...0.;.. .. LAWRENCE K. THOMPSON, III, M.D., Plaintiff IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA v. PETER OIESSWEIN, M.D. and COSMETIC AND PLASTIC SURGERY CENTER OF CENTRAL PENNSYLVANIA, P.C., CIVIL ACTION - EQUITY NO. 2000 - 4924 CIVIL TERM Defendants CERTIFICATE OF SERVICE I certify that I am this day serving a copy of the foregoing document upon the person(s) and in the manner indicated below, which service satisfies the requirements of the Pennsylvania Rules of Civil Procedure, by depositing a copy of same in the United States Mail at Harrisburg, Pennsylvania, with first-class postage, prepaid, as follows: Suzann B. Morrison, Esquire Salzmann Hughes 95 Alexander Spring Road, Suite 3 Carlisle, P A 17013 METTE, EVANS & WOODSIDE By: . KA . IMP 0 Sup. Ct. I.D. . 28960 3401 North Front Street P. O. Box 5950 Harrisburg, PA 17110-0950 (717) 232-5000 - Phone (717) 236-1816 - Fax Attorneys for Plaintiff Lawrence K. Thompson, III, M.D. Date: r pI ;}-v-oS 389096vl ~ _~i1i"=~""J"'lIifim~i1t"~w.CI!~_1 ,~< - --'~- . ,-'~-",-,~-,-- (') c. :s: sE'{t; '7;-- ~.~:: ~,--" ~-~~:~ :p{',': :2: -4 -< ~ ^'. .. ~ = = "'" <- c:: ;Z o -n :r!-n rnp -ern :09 8'f'; wL --n 0"" 7'" om --. 'J:": ~ -< 0' -0 :x r;? .r:- --.J ~ ..... - ..... . LAWRENCE K. THOMPSON, III, MD., Plaintiff v. PETER GIESSWEIN, M.D. and COSMETIC AND PLASTIC SURGERY CENTER OF CENTRAL PENNSYLVANIA, P .C., Defendants ~"" IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYL VANIA CIVIL ACTION - EQUITY NO. 2000 - 4924 CIVIL TERM PRAECIPE TO HAVE CASE MARKED SETTLED AND DISCONTINUED TO THE PROTHONOTARY: Please mark this case SETTLED AND DISCONTINUED. Date: October 5, 2005 Br Respectfully submitted, METTE, EVANS & WOODSIDE // L. S SON, QUIRE S p. C . . No. 28960 3401 North Front Street P. O. Box 5950 Harrisburg, PA 17110-0950 (717) 232-5000 - Phone (717) 236-1816 - Fax Attorneys for Plaintiff Lawrence K. Thompson, III, M.D. d >, CERTIFICATE OF SERVICE I certify that I am this day serving a copy of the foregoing document upon the person( s) and in the manner indicated below, which service satisfies the requirements of the Pennsylvania Rules of Civil Procedure, by fax and by depositing a copy of same in the United States Mail at Harrisburg, Pennsylvania, with first-class postage, prepaid, as follows: Suzann B. Morrison, Esquire Salzmann Hughes 95 Alexander Spring Road, Suite 3 Carlisle, P A 17013 METTE, EVANS & WOODSIDE // / .~,/ / By: , , KAT. y,N Sup. Ct. I o. 28960 3401 North Front Street P. O. Box 5950 Harrisburg, PA 17110-0950 (717) 232-5000 - Phone (717) 236-1816 - Fax Attorneys for Plaintiff Lawrence K. Thompson, III, M.D. Date: October 5, 2005 434323vl ~!Il~~~t~mD""'~-' " .., .,," o (= rg~;~ -7""'- ~~ ~-~> r.:::c-. ~~J :?i ::,. "... ,- , .. ...... = = <-I" o C") -I I -' o "TI -I ffi:n r -om -'IJC' or _.~~ I-d ()-r-. ---;;>"....'" Om -I ?D -< ="" z <? C) u:> ,., .0, ~ '- i'l i'!! I Ii Ii ~i .;" ~: I II, " I I r I' J