Guldseth v. Family Med. Assocs.

• Decision Date: 22 February 2021
• Docket Number: Civil Action No. 17-cv-12112-ADB
• Parties: DAVID GULDSETH, MD, Plaintiff, v. FAMILY MEDICINE ASSOCIATES LLC and GREGORY BAZYLEWICZ, MD, Defendants.
• Court: U.S. District Court — District of Massachusetts

DAVID GULDSETH, MD, Plaintiff, v. FAMILY MEDICINE ASSOCIATES LLCand GREGORY BAZYLEWICZ, MD, Defendants.

Civil Action No. 17-cv-12112-ADB

UNITED STATES DISTRICT COURT DISTRICT OF MASSACHUSETTS

February 22, 2021

MEMORANDUM AND ORDER ON DEFENDANTS' MOTION FOR SUMMARY JUDGMENT AND PLAINTIFF'S MOTION TO STRIKE

BURROUGHS, D.J.

Plaintiff David Guldseth, MD ("Dr. Guldseth") brings this action against Defendants Family Medicine Associates LLC ("FMA") and Gregory Bazylewicz, MD ("Dr. Bazylewicz," and, together with FMA, "Defendants"), alleging various claims arising from his former employment with FMA. See [ECF No. 1 ("Compl.")]. Currently before the Court are Defendants' motion for summary judgment, [ECF No. 54], and Dr. Guldseth's motion to strike certain aspects of the summary judgment record, [ECF No. 61]. For the reasons set forth below, Defendants' motion is GRANTED and Dr. Guldseth's motion is DENIED as moot.

I. BACKGROUND

A. Factual Background

Except as otherwise noted, the following facts are undisputed.¹

Dr. Guldseth is a licensed physician. [ECF No. 59-1 ¶ 1]. FMA is a Massachusetts limited liability company that provides medical services. [Id. ¶ 2; ECF No. 60-1 at 3]. Dr. Bazylewicz was a practicing physician and, until his retirement, one of FMA's partners.² [ECF No. 59-1 ¶ 3].

In 2012, Dr. Guldseth contacted a New England recruiter because he was interested in potentially working in the region. [ECF No. 59-1 ¶ 4]. The recruiter identified FMA—which has offices in Hamilton, Manchester, and Middleton, Massachusetts—to Dr. Guldseth as a possible landing spot. [Id. ¶ 5; ECF No. 56-2 (FMA letterhead listing locations)]. On April 21, 2012, Dr. Bazylewicz emailed Dr. Guldseth, writing that FMA was "looking for an additional [family practitioner] this year, mainly to assume [Dr. Bazylewicz's] practice over time." [ECF No. 60-2 at 2]. On May 5, 2012, Dr. Bazylewicz again emailed Dr. Guldseth, providing additional information about FMA's operation and profitability and expressing "interest[] in attracting a younger [family practitioner] to take over [Dr. Bazylewicz's] full, busy practice." [ECF No. 60-3 at 2]. Dr. Bazylewicz added that he was offering Dr. Guldseth "a tremendous opportunity to eventually be a partner in the group, flourishing in private practice of Family Medicine." [Id.]. At some point between May 9 and May 16, 2012, Drs. Bazylewicz and Guldseth spoke over the phone. See [id. (May 9, 2012 email indicating that they had not yet spoken); ECF No. 60-4 at 2 (May 16, 2012 email indicating that they had)]. According to Dr. Guldseth, during this conversation, which was not recorded, transcribed, or summarized inwriting by Dr. Guldseth, [ECF No. 56-1 at 5], Dr. Bazylewicz promised that if Dr. Guldseth joined FMA, after eighteen months, he would take over Dr. Bazylewicz's practice and his FMA partnership interest. [ECF No. 59 ¶¶ 1-8]. During this same call, Dr. Bazylewicz also said that his compensation consisted of income from his team of nurse practitioners, rental income from the office building, income generated from a lab that FMA owned, and personal practice income. [ECF No. 56-1 at 42-43].

In late May or early June 2012, Dr. Guldseth and his family visited FMA. [ECF No. 59-1 ¶ 7]; see [ECF No. 60-5 at 2 (email from Dr. Bazylewicz to Dr. Guldseth describing visit)]. In an email following up on the visit, Dr. Bazylewicz reiterated his interest in having Dr. Guldseth take over his practice. [ECF No. 60-5 at 2]. On or around July 12, 2012, FMA sent Dr. Guldseth a written Offer of Employment (the "Offer"). [ECF No. 59-1 ¶ 8]. The Offer laid out terms of Dr. Guldseth's potential employment but did not reference the fact that Dr. Guldseth would acquire Dr. Bazylewicz's partnership interest in FMA after eighteen months. [Id. ¶ 9]. Dr. Guldseth reviewed the Offer, signed it on July 23, 2012, and returned it to FMA. [Id. ¶ 10]. FMA then sent Dr. Guldseth a draft employment agreement, consistent with, but more detailed than, the Offer. [Id. ¶ 11]. Although Dr. Guldseth opted not to have an attorney review it, [ECF No. 56-1 at 52], he reviewed it himself, and emailed with FMA's administrator, Elizabeth Hill, about changes he wanted to make to the employment agreement before signing it, see [ECF No. 56-2 at 25 (Sept. 18, 2012 email from Dr. Guldseth to Ms. Hill discussing questions and proposed amendments); ECF No. 60-13 at 3 (Sept. 20, 2012 email from Dr. Guldseth to Ms. Hill discussing the wording of a particular provision)]. Some of his proposed changes were accepted and others were not. See [ECF No. 56-1 at 54-55].

At some point in late September or early October 2012, Dr. Guldseth and FMA executed the employment agreement (the "Employment Agreement"). [ECF No. 56-2 at 11-24]. It would become effective five days after Dr. Guldseth obtained his Massachusetts medical license and last for two years, unless terminated sooner.³ [Id. at 11]. Pursuant to the Employment Agreement's compensation provision, Dr. Guldseth was to be compensated as follows:

For the initial six (6) months of employment . . . [Dr. Guldseth] shall be paid a salary at an annualized rate of $260,000.00 payable biweekly in equal payments of Ten Thousand Dollars ($10,000.00) net of all withholding requirements.

For a period of one (1) year immediately following [Dr. Guldseth's] initial six (6) months of employment, [he] shall be paid sixty percent (60%) of [his] team Annualized Net MD Income collected by FMA that is attributable to professional services rendered by [Dr. Guldseth], a nurse practitioner, a physician's assistant or any other member of [his] team (the "Team"). Annualized Net MD Income is defined as all income received from services rendered by the Team, less all direct and indirect overhead and other expenses attributable to the Team, consistent with prior years. In addition, all payroll taxes and other employment related expenses of [Dr. Guldseth] will be deducted prior to calculating Annualized Net MD Income. [Dr. Guldseth] agrees that the Annualized Net MD Income shall be calculated by FMA's outside public accounting firm, and shall be binding on [him].

Following [Dr. Guldseth]'s initial eighteen (18) months of employment, [he] shall be paid one hundred percent (100%) of the Team's Annualized Net MD Income collected by FMA that is attributable to professional services rendered by the Team.

[Id. at 12]. In addition to the compensation described above, Dr. Guldseth received a $30,000 signing bonus, paid partially upon his execution of the Offer and partially upon his execution of the Employment Agreement. See [id.]. Dr. Guldseth "agree[d] to accept the compensation [as described in the Employment Agreement] as full compensation for service rendered pursuant to th[e] Employment Agreement . . . ." [Id. at 13]. The Employment Agreement's integration clause provides that the agreement "sets forth the parties' entire understanding concerning thesubject matter hereof and supersedes any and all prior agreements, understandings and representations, whether oral or written." [Id. at 21]. The Employment Agreement does not mention Dr. Bazylewicz's partnership interest in FMA, Dr. Guldseth obtaining that interest, or any income from a building or lab, [ECF No. 59-1 ¶ 16], though Dr. Guldseth maintains that the Employment Agreement's reference to his earning 100% of his team's Annualized Net MD Income after eighteen months "represent[ed] the transfer of Dr. Bazylewicz's practice and partnership to him," [id. ¶ 17].

Dr. Guldseth began working at FMA in October 2012. [ECF No. 59-1 ¶ 19]. Dr. Bazylewicz practiced at FMA until August 2013. [Id. ¶ 20]. On or about May 12, 2014, Dr. Guldseth contacted Ms. Hill to inquire as to when he would obtain Dr. Bazylewicz's partnership interest. [Id. ¶ 22]. The same day, an FMA partner, Dr. Steven Barrett, who had apparently been forwarded Dr. Guldseth's message to Ms. Hill, responded, disputing Dr. Guldseth's characterization of the situation and stating that Dr. Guldseth had never been promised a partnership interest in FMA. [ECF No. 56-2 at 27]. On or around June 16, 2014, FMA sent Dr. Guldseth a letter terminating his Employment Agreement effective October 28, 2014. [ECF No. 59-1 ¶ 25]. Shortly thereafter, Dr. Guldseth gave a presentation to the FMA partners outlining his understanding of the agreement he had reached with Dr. Bazylewicz concerning the transfer of Dr. Bazylewicz's practice and partnership interest to him. [Id. ¶ 26]. During the presentation, he acknowledged that, to his knowledge, no FMA partners, other than ex-partner Dr. Bazylewicz, had previously known about that agreement. [Id.].

Dr. Guldseth left FMA on October 28, 2014. [ECF No. 59-1 ¶ 27]. About a week earlier, he had received a letter from Ms. Hill informing him that he would receive his last paycheck on October 28, 2014 and that his accounts receivable ("A/R") for services performedby his team through October 28, 2014 would be calculated and paid to him, less a collection fee, within ninety days. [ECF No. 56-2 at 34]. Dr. Guldseth maintains that he was not paid all A/R that were due to him within ninety days. [ECF No. 59 ¶ 14]. Additionally, he asserts that during months seven through eighteen of his employment, he did not actually receive 60% of his team's Annualized Net MD Income as he should have under the Employment Agreement. [ECF No. 59 ¶ 13].

B. Procedural Background

On October 27, 2017, Dr. Guldseth filed suit against Defendants bringing claims for breach of contract (Count I), breach of the implied covenant of good faith and fair dealing (Count II), fraud (Count III), unjust enrichment/quantum meruit (Count IV), promissory estoppel (Count V), and non-payment of wages in violation of Massachusetts General Laws Chapter 149, § 148 (Count VI), and also seeking an accounting (Count VII). [Compl. ¶¶ 47-77]. Defendants moved for summary judgment on June 15, 2020. [ECF No. 54]. On July 15, 2020, Dr. Guldseth opposed Defendants'...