Lynd v. Marshall County Pediatrics, P.C.

Dr. Tara Lynd, M.D. appealed the grant of summary judgment entered in favor of Marshall County Pediatrics, P.C. ("MCP"), in her action seeking a judgment declaring the proper valuation of her shares in MCP. In July 1978, John Packard, M.D. filed articles of incorporation forming MCP, a medical practice specializing in pediatrics in Guntersville, Alabama. At the same time, MCP adopted bylaws. Those bylaws reference a separate "stockholder agreement," but one was never executed. Over time, Dr. Packard hired other physicians to work with him in MCP. In 2005, Dr. Packard hired Dr. Lynd as a pediatrician to work for MCP. In 2013, Dr. Packard retired from practice, and he sold MCP to four other physicians who were then working for MCP: Dr. David Chupp, Dr. Don Jones, Dr. Sarah Rhodes, and Dr. Lynd. At the time of sale, each physician paid Dr. Packard $1,000, with the understanding that he or she would pay Dr. Packard the remaining amount due for his or her shares, with interest, over a period of several years. At the time the four physicians acquired MCP from Dr. Packard, they accepted the bylaws without alteration. They did not execute a stockholder agreement. In 2014, Dr. Lynd telephoned each of the other physicians to inform him or her that she would be leaving MCP. Dr. Rhodes testified in her affidavit that, upon Dr. Lynd's severance from MCP, the other three physicians did not dispute that Dr. Lynd was owed her portion of the receivables/production bonuses generated by MCP. A dispute formed over the valuation of her shares. The Alabama Supreme Court determined Dr. Lynd failed to demonstrate that she should receive the fair value of her stock in MCP, and that the trial court did not err in denying her motion for a summary judgment. View "Lynd v. Marshall County Pediatrics, P.C." on Justia Law