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• Title: Radiology Associates Inc. Litigation
• Author : New Castle Court of Chancery of Delaware
• Release Date : January 01, 1991
• Genre: Law,Books,Professional & Technical,
• Pages : * pages
• Size : 76 KB

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CHANDLER, Vice Chancellor This lawsuit, which began in the spring of 1987, asserted claims by plaintiff, Robert M. Kurtz,
M.D. ("Dr. Kurtz"), against the defendants based on breach of contractual and fiduciary duties. See Kurtz v. Papastavros,
Del. Ch., C.A. No. 9001, Hartnett, V.C. (May 9, 1988). The defendants in this case are Christos S. Papastavros, M.D. ("Dr.
Papastavros"), Papastavros Associates, P.A. ("Papastavros Associates"), Radiology Associates, Inc. ("Radiology"), Radiology
Imaging Corporation ("New Radiology"), John S. Piendak, M.D. ("Dr. Piendak"), Garth A. Koniver, M.D. ("Dr. Koniver"), and
Thomas W. Fiss, Jr., M.D. ("Dr. Fiss"). In addition, plaintiff seeks an appraisal remedy for the fair value of his 250 shares
of the 9950 outstanding shares of Radiology that he owned as of May 6, 1987, which was the date that Radiology merged into
New Radiology. After a trial on the issue of liability, this Court held for defendants as to the contractual claims. See In re Radiology
Associates, Inc., Del. Ch., C.A. No. 9001, Chandler, V.C. (May 16, 1990), slip op. at 36. However, this Court held that the
defendants' failure to fully disclose information as to the merger into New Radiology, which eliminated Dr. Kurtz's interest
in Radiology and froze him out of New Radiology, and failure to use due care in effectuating the merger, entitled plaintiff
to damages for his breach of fiduciary duty claims based on entire fairness. See id. Further, this Court held that Dr. Papastavros'
use of Radiology, in his capacity as majority shareholder of Radiology, in effectuating certain transactions (loans from Radiology
to Limestone Professional Building, to Dr. Papastavros and to the Land-Ho partnership) in a manner not entirely fair to plaintiff
entitled plaintiff to damages.

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