Facts and Procedural History[2] Dr. Sawyer began practicing as a cardiologist in 1996 and became a partner/shareholder of The Care Group ("TCG") in 1999. In 2003, he became a member of the Hospital when it was founded by physicians of TCG and St. Vincent Health. On July 1, 2010, St. Vincent Health purchased the assets of TCG, resulting in the formation of the St. Vincent Medical Group, Inc. ("SVMG"). At that point, Dr. Sawyer became an employee of SVMG. On July 22, 2011, SVMG notified Dr. Sawyer by letter that his employment was terminated, effective immediately. The letter stated:
The decision to terminate your [employment] was made due to your continued failure to comply with SVMG's policies, guidelines and expectations around appropriate coding services and medical record documentation, despite SVMG's efforts to help you improve. Further, as we have also discussed on several occasions, your office management style and unprofessional behavior has contributed to a dysfunctional work environment.
Appellant's Appendix Volume 2 at 116.
[3] The relationship between Dr. Sawyer, SVMG, and the Hospital is governed by three contracts. First, SVMG and Dr. Sawyer are parties to an employment agreement (the "Employment Agreement") regarding Dr. Sawyer's employment by SVMG as a cardiologist. Second is the Amended and Restated Operating Agreement of the Hospital (the "Operating Agreement"), signed by the Hospital's secretary, which governs "certain aspects of the operations" of the Hospital and sets forth "the rights and obligations of the Members," which included Dr. Sawyer. Id. at 118. Third, SVMG, Dr. Sawyer, and the Hospital signed a "Joinder Agreement" regarding the redemption of Dr. Sawyer's membership interest in the Hospital in the event of the termination of his employment. Id. at 114.
[4] The letter of July 22, 2011, stated that Dr. Sawyer's employment under the Employment Agreement was terminated pursuant to Section 4.2-2(a) and 4.2-2(i). Those provisions, as well as other relevant sections of the Employment Agreement, are as follows:
ARTICLE IV
TERM AND TERMINATION
4.1 Term . This Agreement shall be effective as of the date of its execution but the employment contemplated hereunder shall begin on July 1, 2010 ("Physician's Start Date"). The Agreement shall have a term of ten (10) years beginning with Physician's Start Date. The Agreement shall automatically renew thereafter for one (1) year terms....
4.2 Termination . Notwithstanding Section 4.1, this Agreement shall terminate on the occurrence of any of the following events:
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4.2-2 Immediate Termination for Cause . [SVMG] may immediately terminate this Agreement at its sole option by providing Physician written notice, upon the occurrence of any of the following:
(a) any act or omission of Physician which, in [SVMG's] reasonable opinion, after consultation with the Division (or as determined through the Division's peer review process for (i) the evaluation of the qualifications, competence, or professional conduct of a professional health care provider, or (ii) the evaluation of patient care (collectively, the "Peer Review Matters "), as set forth in I.C. § 34-30-15-16 ), is grossly and materially contrary to the business interests, reputation or goodwill of [SVMG];
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(i) in [SVMG's] reasonable opinion, Physician consistently fails to provide professional medical services within the standard of care expected by [SVMG];
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ARTICLE VIII
MISCELLANEOUS
8.14 Joinder Agreement re: SVHCI . If, as of the date of this Agreement, Physician is a member of [the Hospital], as a continuing condition of employment hereunder a Joinder Agreement having the form attached hereto as Exhibit C shall remain in effect as among Physician, [the Hospital], and [SVMG].
Id. at 94-95, 103. Dr. Sawyer signed the Employment Agreement on May 10, 2010, and Richard I. Fogel, M.D., signed as CEO of SVMG on June 25, 2010.
[5] The Joinder Agreement provides as follows:
This Joinder Agreement is effective as of the 1st day of July, 2010, by and among [SVMG], [the Hospital], and Roderick J. Sawyer, M.D. ("Physician").
WHEREAS, [SVMG] and the Physician are parties to that certain Physician Employment Agreement of even [sic] date herewith (the "Agreement"); and
WHEREAS, Physician is a member of [the Hospital]; and
WHEREAS, [the Hospital] is a member of St. Vincent Heart Center of Indiana, LLC ("SVHCI"); and
WHEREAS, the parties hereto desire that Physician and [the Hospital] shall cause Physician's membership interest in [the Hospital] to be redeemed and Physician to no longer have any continuing direct or indirect membership, ownership or investment interest in SVHCI in the event that Physician's employment referenced in the Agreement is terminated for any reason (other than a termination pursuant to Section 4.4(c)[3] of the Agreement).
NOW THEREFORE, in consideration of the foregoing premises and the mutual agreements and covenants contained herein, the parties hereto agree as follows:
1. Mandatory Redemption . Within ninety (90) days of any termination of employment between Physician and [SVMG] ... and provided that [the Hospital] then holds a membership interest in SVHCI, Physician and [the Hospital] shall cause Physician to be redeemed of his interest in [the Hospital] such that, following such redemption, Physician shall have no continuing direct or indirect membership, ownership or investment interest in SVHCI.
Id. at 114. The Joinder Agreement stated that the parties executed the agreement as of the date noted, July 1, 2010, and was signed by Richard I. Fogel, M.D., FACC, as CEO of SVMG, James B. Hermiller, M.D., FACC, FSCAI, as Board Chairman of the Hospital, and Dr. Sawyer.
[6] In addition, the relevant portions of the Hospital's Operating Agreement are as follows:
AGREEMENT
NOW, THEREFORE, in consideration of the mutual covenants contained herein, and in consideration of becoming a Member of the [Hospital], the Members ... agree as follows:
ARTICLE I
DEFINITIONS AND GENERAL PROVISIONS
Section 1.1 Definitions....
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"Involuntary Withdrawal " means, with respect to any Member, the occurrence of any of the following events: ... (v) the termination of employment or any material agreement the Member is a party to with [TCG] or, after the Acquisition Date, SVMG.
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ARTICLE III
MEMBERS AND CAPITAL STRUCTURE
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Section 3.2 Units Representing Interests. Interests in the [Hospital] shall be represented by the Units held by each Member. ...
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Section 3.6 No Redemption Rights. Except as may otherwise be specifically provided in this Agreement or be determined by the Managers, no Member or former Member shall be entitled, at or after the time the Member ceases to be a Member of the [Hospital] or at any other time, to demand or receive from the [Hospital] a return of any of the Member's Capital Contributions or the purchase or redemption of, or other payment for, the Member's Units or Interest.
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ARTICLE VIII
TRANSFERS AND WITHDRAWAL
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Section 8.3 Involuntary Withdrawal. Immediately upon the date of an Involuntary Withdrawal, the withdrawing Member shall cease being a Member of the [Hospital] and all rights associated with such membership shall terminate. The involuntary withdrawing Member's Interest shall be purchased by the [Hospital] pursuant to Section 8.4 hereof.
Section 8.4 Payment to Withdrawing Member.... [I]f withdrawal occurs after completion of three (3) years of operation of the Heart Hospital, the [Hospital] shall pay a cash amount equal to the greater of: (i) three (3) times the annual cash flow distribution based on the average of the three (3) most recent full fiscal years; or (ii) the value of Member's Capital Account at the point of withdrawal....
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Section 8.8 Injunction . The parties recognize that a breach or threatened breach by any Member of the Company of the provisions of Article VIII will result in immediate and irreparable injury to Company as to which there will be no adequate remedy at law. Accordingly, Company shall in such event be entitled to obtain temporary and permanent injunctive relief to enjoin or restrain any such breach or threatened breach by any Member of the Company and each such person hereby waives by requirement that Company post any bond or security in such event. Each party shall be entitled to pursue any other available remedies in connection with a breach of this Agreement, including recovery of monetary damages, and shall in any event be entitled to cover from the non-prevailing party, reasonable attorneys' fees and costs incurred in the successful enforcement of the provisions of this Agreement. The remedies herein provided shall be cumulative and no one remedy shall be construed as exclusive of any
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