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LANDE v. RADIOLOGY SPECIALISTS OF KINGSTON P.C.

September 17, 1992

ADAM LANDE, Plaintiff, against RADIOLOGY SPECIALISTS OF KINGSTON P.C., MICHAEL S. KOMAROW, THOMAS ABRAHAM KOSHY, DAVID RYON and KOMAROW KOSHY, LANDE & RYON EQUIPMENT COMPANY, Defendants.


The opinion of the court was delivered by: SHARON E. GRUBIN

 SHARON E. GRUBIN, United States Magistrate Judge:

 This case, tried to the court without a jury, is brought by plaintiff Dr. Adam Lande against Dr. Michael S. Komarow and Dr. Thomas A. Koshy, his former colleagues in an incorporated medical practice at which he ceased working in 1987. Plaintiff claims that he is due certain sums from the defendants representing the value of his shares in the professional corporation and compensation which he was improperly denied in 1986 and 1987.

 FACTS

 On January 1, 1986, Lande, the two defendant doctors and Dr. David Ryon *fn1" formed Radiology Specialists of Kingston, P.C., a professional corporation under New York State law. They executed a shareholders agreement (P. Ex. 7), *fn2" and each doctor executed an employment agreement with the corporation at that time. The group had been in practice as a partnership for about a year prior to that time and had previously formed a professional corporation in 1985 for the purchase of radiology equipment known as the Komarow, Koshy, Lande & Ryon Equipment Company. This Equipment Company retained no value of its own, and was set up to enable the doctors to pass through an investment tax credit on equipment to their personal individual returns, and a note of value equal to the equipment was taken out at the same time. Under the agreements as well as the corporate by-laws, each doctor was an equal shareholder in both corporations, and they were to receive equal salary and other compensation. *fn3"

 In mid-1986 it was determined that Lande was to find other employment and then leave the practice. He eventually found another position close to a year later, in July 1987, at Mount Sinai Hospital and told Komarow (who handled the matters relevant herein on behalf of all defendants) that he would leave the practice August 15, 1987. At that time they agreed he would receive payment of six weeks' salary representing "sabbatical leave" to which each doctor was entitled every five years under their employment agreements. Plaintiff also maintains they agreed to additional salary for untaken vacation and educational leave, although Komarow denies those items were discussed. The main issue in this case -- what plaintiff was to receive for his share of the practice -- was apparently not discussed at that time, and there were no further relevant discussions between plaintiff and defendants until after plaintiff left the practice and a meeting was held on November 11, 1987. *fn4"

 Present at the November meeting were Lande, Komarow, Thomas Doerr, who had been the accountant for the practice (and the individual doctors) since its inception, and Glenn Sutherland, who was an accountant plaintiff had consulted and retained for the purpose of reviewing the corporation's financial statements and advising him as to what amount he should receive. Plaintiff had also consulted his own attorney who was not, however, present at the meeting. According to Lande, Komarow initially offered him about $ 30,000, although Komarow says he offered $ 54,000, and Lande proposed $ 85,000 or $ 80,000. *fn5" Komarow then proposed $ 60,000, and Komarow claims that at this meeting Lande accepted the offer of $ 60,000 to be paid in monthly installments over two years in full payment of everything owed. Lande, however, maintains that the meeting was only an "exploratory" bargaining session at which he agreed to nothing. Lande says that the meeting simply ended with Komarow's $ 60,000 offer on the table:

 Q. What happened at the end of the meeting?

 A. Well, this is it. We agreed, sort of, they were talking about $ 60,000 and this was the end of the meeting. Nothing else was discussed.

 Q. Did you then leave the meeting at that point in time?

 A. Yes.

 * * *

 MAGISTRATE GRUBIN: Excuse me a moment. Dr. Komarow offered you $ 60,000?

 THE WITNESS: Yes.

 MAGISTRATE GRUBIN: What did you say to that?

 THE WITNESS: I didn't say anything. I just would take it as an offer of $ 60,000. I wanted to get more money, but he wouldn't budge above $ 60,000.

 MAGISTRATE GRUBIN: How do you know?

 THE WITNESS: Well, I repeatedly was talking about it.

 MAGISTRATE GRUBIN: So you did talk to him after ...


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