In this episode, we share the story of two best friends who turned enemies after starting their orthopedic surgery practice. We explore how their lack of hard conversations spiraled into a series of unfortunate events. Tune in as we discuss what happens when you don’t have things in writing, business break-ups, and how to avoid them by dealing with the “what ifs” upfront.
Listen to the full episode using the player below, or by visiting one of the links below. If you have any questions or would like to learn more, email us at firstname.lastname@example.org.
Intro: [00:00:00] Welcome to Legal 123s with ByrdAdatto. Legal issues simplified through real client stories and real world experiences, creating simplicity in 3, 2, 1.
Brad: Welcome back to another episode of Legal 123s with ByrdAdatto. I’m your host Brad Adatto with my co-host Michael Byrd.
Michael: Thanks Brad. As a business and healthcare law firm, we meet a lot of interesting people and learn their amazing stories. This season’s theme is hard conversations. We will take real client stories, and we’ll of course scrub their names to protect confidentiality, and these stories will be built around confronting and having hard conversations. They don’t all have great outcomes, but there are plenty of teachable moments.
Brad: Now, Michael, before we get deep into today’s hard conversation, back in your youth, did you ever do shots?
Michael: Well, anytime you’ve referenced my youth, I feel like something’s coming cause you [00:01:00] like to reference my age often. Well, it might surprise you, Brad, I leveraged my typing skills in high school to actually become a Miller rep in college.
Michael: So I guess they just saw the personality. I was kind of like the, you know, modern day influencer or prior day influencer.
Michael: But what was a good fit for me there is I was never much of a hard alcohol person.
Michael: The problem is I liked to drink the hard alcohol in the same way I liked to drink beer back then.
Brad: Fast and furious.
Michael: Same pace. Yes. And so yes, I did do shots back then, but mostly was a beer person. How about you?
Brad: Yeah, I was never much of a shot person probably similar for the reasons you said, but it seemed like all of my friends loved it. And between the three Wiseman shot, which for those who don’t know, it’s Johnny Walker, Jack Daniels, and Jim Bean, the, you know, the three Wiseman, Johnny, Jack, and [00:02:00] Jim, and Jägermeister, those seem to be placed in front of me often in my youth. I just really never really liked them. I don’t know, Michael, when was the last time you had a shot?
Michael: First of all, when you just said those names, I shuttered a little bit, so my memory’s still strong.
Michael: Actually we just did an episode recently where I left a bunch of clothes in a hotel in Shreveport.
Michael: That was the last time I’ve ever had a shot.
Brad: Well, there you go.
Michael: And that was Goldschlager.
Brad: Ugh. Yeah.
Michael: Yeah. What about you?
Brad: I don’t actually remember the very last time I had a shot. On my 30th birthday, I basically had pledged that I would no longer ever take shots, and full disclosure, it was not because I did shots on my 30th. It was like, I’m done with them and I’m not perfect on this pledge, as you just kind of alluded to. And I’ve done a really good job of trying to get really close to that until that Vegas moment that I reference in a previous show of ours.
Michael: Where you bragged about winning? [00:03:00]
Brad: Well, I mean, yes, it was winning.
Michael: Yes. Okay, I remember that. So where are we going with all this shot talk? I feel like we’re taking a downward spiral on our podcast. We had Jay talking about gambling a few weeks ago. Now we’re talking about shots. I really hope we’re not having a little side conversation about meth labs next time.
Brad: Okay. Yes, I’ll try to be careful in the vice talk here, but last week I read this about this class action lawsuit in which a company, Sazerac, makes and sells these miniature bottles of Fireball cinnamon whiskey and they were sued for…
Michael: For not being big enough?
Brad: No, actually, that was not it. But actually they were sued because unlike their big bottle cousins, the minis actually don’t contain whiskey. It’s just malt liquor. That’s why apparently it tastes like Red Hots and not whiskey. Now, this is [00:04:00] according of course, to a friend of mine. Only the big bottles say whiskey on the label, but plaintiffs contend that the bottles have near identical graphics and if you’re at a convenience store shopping and you’re not carrying your magnifying glass, it’s really, really hard to tell the difference.
Michael: I wonder if it even says that it’s malt liquor or if it’s in the fine print. I don’t know.
Brad: Sounds like a complicated defense there, Michael, but…
Michael: A lot of lawyer stuff.
Brad: …which is one of the reasons why you can actually buy Fireball cinnamon whiskey at mini gas stations and bodegas and convenience stores. These minis are entirely different. They’re cinnamon flavored alcohol product which I always think is funny when it’s flavored. So it’s actually a malt beverage with natural whiskey and other flavors and caramel coloring, which makes it sound like a malt beverage with whiskey added; however, you really reference whiskey flavoring. So there’s no whiskey [00:05:00] and that’s one of the reasons why it didn’t have to be sold in liquor stores.
Michael: A couple things to say. Number one, I feel dumber for having had this conversation. And number two, what in the world are the damages for not getting the right kind of shot?
Brad: Apparently not more brain cells.
Michael: Out of a gas station.
Brad: But according to the lawsuit, those who consume the miniature bottles of Fireball were deceived, thinking they bought it for whiskey and there was none in there. And Michael, I’m sure these plaintiffs, in this case, they were looking for some great whiskey at a gas station, which burns like hell.
Michael: Yes, Brad, I think we gotta move on. I have a very vivid image of who these class action plaintiffs are. I’m guessing college kids that are not getting as much of Fireball as they were expecting.
Michael: But is there some connection to this and today’s story?
Brad: Maybe, we just might really need to push our limits to get there.
Michael: You just want to talk about shot [00:06:00] talk, I guess.
Brad: Yeah, maybe. It was just interesting. Well, I’ll get into today’s story, Michael, for our audience. And they might actually, feel like they have heard this story before this season as the elements of this are starting to feel like it’s common, but it’s different than the other stories we talked about already.
Michael: Okay. Well, let’s jump in.
Brad: Alright. Today has to do with two orthopedic surgeons. They are best friends who graduated from Fellowship together and they decided to start their own orthopedic practice, and we’ll call them Dr. Parker and Dr. Osborn.
Michael: I assume knowing you, Brad, that this is some movie name that were for the names you’ve picked today.
Brad: Yep. And I won’t say the movie reference until we get further into the story.
Michael: Okay. Well, just don’t forget this time. A couple of times ago you forgot to come back around when you promised us.
Brad: Okay. I won’t promise then.
Brad: Alright. Dr. Parker and Dr. Osborn decided that after fellowship, they didn’t want to work for anyone else and they wanted to form their own entity, even [00:07:00] though they actually had great job offers from, you know, bigger shops. And so Dr. Osborn told Dr. Parker he would get with his attorney to form an entity and they would own it 50/50. By the way, when he was saying attorney, he was actually referring to himself.
Michael: Oh yeah. Nothing could go wrong here. This actually reminds me of when I play doctor and can turn a small cough into a rare disease with the help of my assistant nurse, Google.
Brad: Yeah. Dr. Osborn went online and he filed the certificate of formation with the Secretary of State, naming him as the manager of the Professional Limb Liability Company.
Michael: Okay, Brad, let’s pause for a moment. We’re going to unpack that sentence a little bit. So we have a little bit of vocab for today. First, for those who don’t know, the certificate of formation, in some states is called the articles of formation or articles of incorporation. This is the initial document you file with the state, and it’s really the document that from the state’s [00:08:00] perspective, makes you an official business entity. And so, second, when Dr. Osborn listed his name as a manager, this somewhat goes back to a few episodes ago, we talked about different hats that people wear. A manager is kind of like in a corporation, a board of director, but that it is a decision making role. And so you’re saying Dr. Osborn listed himself as an initial manager and so that gave him power to control the business.
Brad: All good points, Michael. Any additional comments on the fact that Dr. Osborn did all this online? If we want to, we can address that in the second half of the story.
Michael: Do I need to take a Fireball shot to prepare myself?
Brad: Well, not unless you really want to have that burning sensation, but back to our story. Well, like most startups, the first 12 months was pretty tough for the physicians. Besides trying to build their patients, it can be overwhelming to run a business with administrative [00:09:00] tasks for the day to day, like hiring and training them and getting good commercial insurance contracts and being staffed by all the right nearby hospitals. It’s a lot.
Michael: Yeah. It’s pretty common. And, you know, owning a small business is not for the faint of heart. You have to have a passion for it for sure.
Brad: Yeah. So, Dr. Parker and Dr. Osborn also appeared to have kind of different work beliefs. Dr. Parker was working really hard to help grow the business and see the patients while Dr. Osborn was, he was seeing patients, actually not even at the same volume and he really wasn’t interested in the admin side of the practice.
Michael: I’m starting to get that feeling, that ominous feeling, Brad, when you start setting things up like this. And you know, I will say this, it’s kind of hard to own a business and avoid participating in the admin side.
Brad: Well, it gets more fun. So, to the surprise of Dr. Parker, about a year and a half into the practice, Dr. Osborn walked in one day and told him that he had accepted a job at the [00:10:00] local hospital that they were both on staff at, and he was going to start in 30 days.
Michael: Okay. Well that took a turn.
Brad: Yes. And as you can imagine, Dr. Parker was in shock, but he wished his friend well. And over the next two years, he really had to really dig deep into his self and really built his practice, and he actually built a decent orthopedic practice by himself.
Michael: Okay. Well, Brad, this season’s about hard conversations. Did you skip that part of the story?
Brad: Well, Michael, as you’re about to learn, this story will get stranger and stranger real quick. So does Dr. Osborn’s CPA called Dr. Parker out of the blue and asked where was Dr. Osborn’s K-1 from the last two years since Dr. Osborn owned fifty percent of the orthopedic practice.
Michael: Well, first there’s another vocab word for today for our audience, a K-1. This is an IRS filing, and you hear this commonly in business entities [00:11:00] and IRS has a lot of different forms that you’ll file to your personal tax return. Schedule K-1 is a federal tax document used to report income losses and dividends, for a business or a financial entity’s partners or for an S corporation’s shareholders. So, and then second, Brad, I thought you said Dr. Osborn left the practice. Why would his CPA ask for the K-1?
Brad: Well, Dr. Osborn told his CPA that he was never bought out of the practice, and as such, he still owned 50% and as such, he should be receiving 50% of the profits also.
Michael: Ooh, okay. This is crazy and I’m curious, Brad, why was the CPA reaching out to talk about this as opposed to Dr. Osborn himself?
Brad: Yeah, that’s a great question. And as you can imagine from Dr. Osborn, this again felt like it was out of left [00:12:00] field. You know, they were good friends and you would think that as you said it would seem like that would be the initial call, but you know, so Dr. Parker, he called us and asked if we could help. I asked, you know, right away for the corporate documents so that we could better understand the rights of all the parties and this is when the next major surprise happened when we received the documents. Now as a reminder, Dr. Osborn filed the stipulated formation for the Secretary of State naming Dr. Osborn as a sole manager of the professional liability company, and never listed Dr. Parker anywhere.
Michael: And let me reiterate, we just talked about this a moment ago, but this means that Dr. Osborn, according to the document with the state, was the person with the power. Amanager is like that, like I said, like a board member and a corporation. And so he controlled this entity?
Brad: That’s correct. And worse, Michael, besides Dr. Osborn’s, CPA, obtained the EIN from the IRS, [00:13:00] the certificate of formation was the only corporate document that actually existed, so there was no other document that listed Dr. Parker, even as an owner of the entity or even a person with control over the entity to make these decisions that Dr. Parker had been running for years at this point. And Dr. Osborn had also received the vice now at this point, that he should be bought out of this practice since he was still an owner of it and actually believe it or not audience members, Dr. Osborn at this point was looking for a nice payday since the practice was doing so well.
Michael: Oh man. Okay. Well you mentioned the IRS and the EIN. How is that relevant?
Brad: Well, great question Michael. So good news is for Dr. Parker was that the CPA for the practice had been issuing K-1s to the IRS since day one and noting that it was a 50/50 ownership. So, the CPA basically, for audience to understand is that it was telling the federal government that this is owned by two people, 50/50. And so it wasn’t really a huge issue as to whether or not, there was never a question in doubt whether or not Dr. Parker [00:14:00] was an owner. It just, nothing else existed.
Michael: There’s just a question of why is he coming back two years later wanting his payday after he’d gone to go work for the hospital, but where was the hard conversation, Brad?
Brad: Well, you know, there just never was one.
Michael: Wha wha wha. It sounds like they did not put their big boy ortho pants on to have the hard conversation on what would happen if one of them left the practice. They elected for the rose colored glasses strategy much like some of our other stories. And by the way, are you ready to tell us about the movie reference?
Brad: Yes. For those that figured it out. I’m referring to Peter Parker and Harry Osborn from the Spider-Man series.
Michael: Of course.
Brad: Two best friends who eventually became enemies as Peter Parker is Spider-Man and his friend Harry Osborn became the Green Goblin. And much like today’s story, Peter Parker was shocked that his best friend became his enemy [00:15:00] and tried to destroy him.
Michael: I should have gotten a clue when I saw your Spider-Man action figure that you brought to the show today, but you know, I just thought you were playing on the side.
Brad: Well, Riley, just make sure that the Spider-Man’s out of the image for audience members.
Michael: Well, the lack of any hard conversation has put Dr. Parker in a terrible spot. Before you let us know, Brad, what happened with Dr. Parker and Dr. Osborn’s relationship, let’s go to break and then talk about some of the lessons to be learned from today’s story and tell the audience what happened at the end with Dr. Parker and Dr. Osborn.
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Brad: Welcome back to Legal 123s with ByrdAdatto. I’m your host, Brad Adatto with my co-host Michael Byrd. Now Michael, this season, our theme is hard conversations. Well, let’s reset a little bit as we start to dive in.
Michael: So, Dr. Parker and Dr. Osborn were buddies?
Michael: Decided to start their own practice outta school. They utilized the rose colored glasses strategy when they started. No hard conversations to be had. They just got up and running.
Brad: Yeah. No documentation to be had either.
Michael: You know, surprise, surprise, it was hard, you know, not for the faint of heart to start a business and um, you know, no slide on Dr. Osborn, he realized that this was not what he wanted for his career. He wanted to be an employed physician, wanted to not have to deal [00:17:00] with the admin side of things and after a year and a half or so, Dr. Osborn suddenly says, I’m outta here. I’m going to go. I’ve got a job elsewhere. Gives 30 days’ notice. The practice is hanging on by a thread still at this point. And so apparently they part ways and, you know, they both start living their life and Dr. Parker, low and behold, starts building something of value. And Dr. Osborn reappears one day asking for his piece of the pie, because he’s still a 50/50 owner. And, you know, there’s a little back and forth about the lack of documentation that went on, but that’s kind of where we left off is that we’re at this moment in time where this CPA enters the story as his agent and starts asking for or making demands, you know, for his [00:18:00] ownership state.
Brad: Yeah. And you know, and Michael, let’s pause cause I know in the second half we definitely want to make sure our audience members think about some of the tools that they could have used, and we’ve referenced this in lots of other shows, but for those who are hearing it for the very first time, we often call, we have an internal tool we use when helping develop, government documents. We call the four Cs to assist our clients and focusing on really what the important elements are that will help develop a great plan. And for our audience members, could you remind them what are our four Cs?
Michael: Yeah. And we’ve had several episodes this season built around hard conversations for each of the four Cs. The first C is cost and essentially that is, you know, what are you putting into the business financially and what are you expecting out of it, both in terms of interest, ownership interest, but also in terms of, you know, expectations on revenue streams and return on investment type considerations. The [00:19:00] second is compensation. When you’re owners together, what is your compensation model going to look like? Third is control. How are decisions going to be made once you’re owners together? And finally contingencies. And this is the one that we’re going to talk a little bit about today, but essentially this is the prenup. If you got two people that are getting business married, this deals with the what ifs and what happens if somebody leaves whether it’s a bad breakup or just a, I can’t stomach this and I want to go work at the hospital.
Brad: Yeah, absolutely. And, Michael, you know, today, as you said, we’re really going to focus on the contingency element of the four Cs tool, and it obviously had a big impact on today’s story.
Michael: Yeah, and so when you think about contingencies, you know there’s two different ways that you can build out a plan for dealing with the what ifs. And in a small business, when you have two [00:20:00] owners or even you know, less than a handful of owners, it’s often built around this idea that, you know, if this event happens, then this sequence of things will happen so that we can unwind the relationship. And so it’s, you know, we’ll define it legally as a trigger event. And so if you decide that you want to leave, then you know, we have the right to buy you out. And here’s the way we’re going to determine the price, and here’s the methodology for the payout, so on and so forth, when the payments are made. And then, you know, as organizations get bigger with multiple owners, a lot of times they’ll, that gets really complicated and they’ll move away. And you’ll hear about kind of rights, like rights of first refusal and tag along rights and drag along rights that are all built around, you know, these contingency type situations that can happen in making sure [00:21:00] ultimately that you have a mechanism to deal with, you know, a breakup, whether it’s an actual, you know, a bad breakup or someone’s just leaving, or you’re even, you know, in some cases selling the business.
Brad: Yeah. I’ll add one more thing to that, is that one of those contingencies, a lot of times the contingency is restrictive, meaning that even if you want to sell to someone else, especially these closely held entities, you can’t. It’s not like a freely tradable asset that you can just turn around and sell to someone because what if you want to leave then? And as you said, that’s great, but it doesn’t mean you can just sell to anyone in the street. So in this case, you know, a lot of times when we talk about these things, where there are words, there’s no corporate governance, there’s no what if moments there wasn’t a prenup that you just talked about so there’s nothing in writing. So a lot of people want to go, well, I guess, you know, the state law, they must have had options that way, you know, what do the states typically deal with on these type of issues?
Michael: Yeah, they’re not very helpful and so…
Brad: Oh, that’s it? [00:22:00]
Michael: Well, and I can kind of correlate it to when we had an episode talking about control and we talked about the ride or die decision making which is like, y’all either agree or you don’t. Unfortunately, if you do nothing and you have no documents, you’re defaulted into a ride or die situation.
Michael: Which does not work well when someone’s already left and coming back saying, I still own this.
Michael: Because you don’t have anything to fall back on and the statutory laws are not great. I mean, really, your choices are figured out or dissolve the entity and even that can be complicated if they don’t both agree to dissolve the entity.
Brad: Yeah, you’re spot on and actually those were some of the conversations I started having with my client as we kind of walked through his options, which is, look, since we have nothing in writing, there’s no state law I can point to that says, we should have sold or you had the discount it. And so option [00:23:00] one was to buy him out either at the purchase price and to talk about what he wanted or some discounted purchase price or just ignore it and see what happens and wait and see if he ends up suing you or just dissolve the whole entity and you know, anyone listening to this who understands an orthopedic practice, It’s not like aesthetic practice. When you dissolve that entity, you’re losing a lot of different things. And one of the things you’re losing is your EIN. And this has massive issues when dealing with commercial and federal payers because all your payments are tied to your EIN. And so it’s not as easy just to flip off the light switch and flip it back on by forming a new entity. Things have to happen. And so it’s not an easy transition by any means, but you know, Michael, they didn’t have that hard conversation up front. There was none whatsoever. What differences do you often see when you’re advising clients or when you do see it happen when they discuss these what if moments or these contingencies?
Michael: Yeah, I mean, and you have to just first [00:24:00] acknowledge that nothing’s perfect because you’re trying to plan today for what’s going to happen if certain scenarios happen in the future and we can’t predict the future, so nothing is perfect.
Michael: Yet, you put some structure into it and give, you minimize the risk that things are gonna blow up and you have some paths to solving things when someone leaves and sometimes when a partner is leaving the practice you have to think through several things when you’re looking at it into the future. One is that a source of revenue production is going out of the practice so if you just say, okay, we’re gonna value the practice and we’re going to pay you X, well, the practice might be writing a check to that doctor, losing revenue stream to help cover overhead at the same time. And so you can inadvertently sync the business if you don’t think about, you know, [00:25:00] at the front end, how do we protect the business? And one of the things that is commonly done is to say, okay, look, you know, if you leave, you know, doctor, we’re going to value it at X, but if you’re just leaving to go take another job elsewhere, we’re going to have a penalty to discount that purchase price so that the practice can still survive. And we may not, you know, if we ask you to leave, maybe there’s not a penalty. Or if you retire, maybe there’s not a penalty. Or you know, unfortunately, if something like death or disability happens, they may be full price, but we want to think about ways to protect the business in case, you know, one of the doctors leaves.
Brad: Yeah and the thing that we often get questions about on that, Michael, is that they’ll say something like, well, what if we change our mind? Well, the good news is if you put the prenup in place, you can always agree otherwise. If both parties are like, you know what, this makes no sense now that I’m leaving, [00:26:00] why don’t you just pay me five bucks to leave instead of going? Parties can always amicably agree otherwise. You’re putting these things in place because sometimes it’s not amicable.
Michael: Right. Well, tell me about Dr. Parker.
Brad: Well, great segue into not amicable. So Michael, since nothing was in writing, and as you noted earlier, there’s no state law that we could point to that said, he had to do this or had to do that, that really said that, you know, if Dr. Osborn leaves the practice and goes to work for the competitor that this would trigger him from stop being an owner. So that didn’t exist and, initially, you know, Dr. Parker thought, well, they would just go the friendly route. And as Dr. Osborn, of course was one of his best friends, so he tried to directly communicate, but Dr. Osborn just kept blowing him off and telling him just to speak with his CPA.
Michael: Oh, he’ll tell it to the hand, huh? Well, that’s not a great sign of a quote, best friend.
Brad: Yeah. And then it got really ugly. Dr. Osborn was taking an aggressive stance that he wanted to be paid on the upside of the practice if he was going to sell [00:27:00] 50%. He started asking questions on the what distributions were being done and how much salary was Dr. Parker being paid after Dr. Osborn left. And Dr. Osborn really had this great delusion that there had to be some high malt work because he owned 50% of it.
Michael: Makes me wonder if he was reading about these orthopedic practice hills going to private equity
Brad: Yeah, who knows. Of course all these demands were coming from Dr. Osborn’s CPA and you know, we were instructed that we could only negotiate with him on all related matters.
Michael: I’m curious, was this the same CPA who got the EIN?
Brad: Yeah. Same guy. Same guy. Look, this is where I’ll kind of try to summarize it all, but after several calls and emails between us and Dr. Osborn’s CPA, Dr. Parker agreed that he’d be happy to pay Dr. Osborn for a percentage of any funds that were collected by the practice after Dr. Osborn left which [00:28:00] are attributed to Dr. Osborn’s actual services, but that was it. And eventually we were able to enlighten Dr. Osborn’s CPA that the position they were taking would eventually lead to a lawsuit. And in this lawsuit, we’d point out that since Dr. Osborn was a sole manager of the practice, and according to the document, that actually Dr. Osborn filed himself, Dr. Osborn is in breach of his fiduciary duty to the owners of the practice by working for a competitor and injuring the practice by leaving so abruptly, remember, there’s 30 days, and then soliciting the patience of the practice to move over to him.
Michael: This took a turn. Well, we spoke about fiduciary duties in another show, but as a reminder, it means that the manager has a duty of loyalty and care to the owners of the practice. So, you know, to your point, Brad, when he decided to twist things and come back and stick his hands out to say, I’m still an owner, pay me, rightfully you can say, well, if you are [00:29:00] still here and still a fiduciary, you shouldn’t be treating patients at the hospital.
Brad: Yeah. So, believe it or not, CPA was not aware that Dr. Osborn owed a fiduciary duty and the impact that this actually had in the court of law and this helped lead the parties to some type of settlement. Now, neither party was happy with the results. That’s for, you know, Dr. Parker, this put a huge strain on him and is emotionally straining. Spent a lot of conversations on that and he spent a lot of time and money to help clean up this mess, but it allowed Dr. Parker eventually to own a hundred percent of the practice and Dr. Osborn to get some of the money outta the practice, but, you know, he was thinking hundreds and hundreds of thousand dollars and it was barely even close to, you know, tens of thousands of dollars cause again, it was tied to his production.
Michael: Well, Brad, this sounds like another one of your five-fifty rule moments that we’ve spoken about in other shows. You want to give a quick refresh on that?
Brad: Yeah. The five-fifty rule is are you gonna pay someone up front five bucks to do it correctly, [00:30:00] or you gonna pay someone $50 the back end to fix it. And that’s obviously what happened here, ladies and gentlemen. But Michael, final thoughts?
Michael: Well, if you don’t get your prenup in place, you know, it’s gonna feel worse than a malt liquor fireball. That’s all I have to say.
Brad: According to a friend. Alright, audience members, next Wednesday we have another story on hard conversation, and this one’s going to be a little bit different cause in this particular case we’re going to be having a story from the person who has to leave a medical practice and what hard conversations they had to have.
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