A judge has just ruled on several motions advanced by both plaintiffs and defendants in a lawsuit filed by Miraca Life Sciences against two of its former dermatopathologist employees alleging, among other things, breach of contract.
In June 2012, Metroplex Pathology Associates and Miraca Life Sciences (Miraca) sued Dr. Lisa Cohen and Dr. Thomas Horn as well as their current employer, the Massachusetts General Physicians Organization Dermatopathology Associates (MDA). Miraca, which is the sole shareholder of Metroplex, is suing for “…breach of contract, breach of the implied covenant of good faith and fair dealing, tortious interference with contractual relations, unfair practices in violation of M.G.L. c. 93A, and civil conspiracy”.
Dr. Cohen started Cohen Dermatopathology (Cohen) in 1997 and was later joined by dermatopathologists Drs. Lisa Lerner and Thomas Horn; Drs. Cohen and Lerner were the only shareholders of Cohen Dermatopathology. In May 2007, Cohen was sold to Caris Diagnostics for $80 million cash; Drs. Cohen and Lerner each received approximately $40 million, according to the original complaint. In November 2011, Miraca purchased Caris Diagnostics.
All three dermatopathologists continued to work for Miraca/Metroplex following the sale. Dr. Horn’s employment agreement included the following:
Upon termination of this Agreement and for one (1) year thereafter, [Horn] agrees that he will not (i) attempt to persuade, induce, solicit, encourage or otherwise suggest that employees of, vendors with, or referrers to the Corporation terminate their relationship with the Corporation; or (ii) hire, directly or indirectly, persons who have been employed by the Corporation within the six (6) month period preceding termination of this Agreement.
Dr. Cohen’s employment agreement stated she would:
“hold in strictest confidence and not disclose, use, provide access to, copy or publish” any of the Company’s confidential information for a period of five (5) years after the termination of the Employment Agreement.
In addition, the agreement stated Dr. Cohen would not:
…directly or indirectly, take any action that results or may reasonably be expected to result in owning any interest in… operating, managing… or otherwise participating in the business… of a Competitor…and further provided, that [Cohen] shall not be prohibited from being employed on a salaried basis to review and interpret slides without any other duties or responsibilities of any nature or kind.
In early 2011, all three pathologists apparently became dissatisfied with the manner in which Cohen was being run and all considered joining MDA, which was set to open in late 2011. Dr. Horn became medical director of MDA in late 2011, and Dr. Cohen became an employed physician shortly thereafter. Dr. Lerner started working for MDA in spring 2012.
In its most recent motion, Miraca asked the court to grant a preliminary injunction preventing Drs. Cohen and Horn from violating their employment agreements. In addition, it asked the court to order MDA to cease employing all of Cohen’s former employees using confidential information gained from those employees and to stop soliciting Miraca’s clients to switch to MDA.
In order for a court to grant a preliminary injunction, the court must believe the party asking for it has a very good chance of success in its lawsuit. The court in this case did not believe Miraca demonstrated a likelihood of success of its claim and denied the request for a preliminary injunction.
Dr. Cohen had separately asked certain documents filed by the plaintiffs be sealed from public view. She argued there is information contained within them, including the purchase price and shareholder proceeds from the sale of Cohen, that should be kept private. The court denied her motion.
Finally, MDA had separately asked to stay the legal proceedings against it until the outcome of arbitrations between Miraca, Horn and Cohen is known. The court agreed, and MDA, at this time, does not have to respond to this complaint.
This is not the end of this case, as I stated above. Because the parties involved are also in arbitration, it is possible we will never learn the final outcome, as the results of most arbitrations are usually sealed.
METROPLEX PATHOLOGY ASSOCIATES v. Horn, Dist. Court, D. Massachusetts 2013
The original complaint is here (Metroplex v. Horn).
I regret not becoming a dermatopathologist.
It’s never too late, right?
lol. they are dermatologists. they are not pathologists. they are derm DPs. read her bio. didnt you know they have a special knowledge of dermatopathology because they are coming from a dermatology perspective. do you think they got their referrals for political reasons because AAD tells its members how much better trained dermatologists are doing DP than pathologists doing DP. they are better than pathologists at our own specialty. didnt you know that. you would never have made 80M in ten years even if you had those DP Boards. lol. you are not in the AAD club. you would be an indentured servant working for an inhouse derm lab for fifteen dollars per slide whining like that woman who had to train in the caribbean because she couldnt get into med school here. alot of those labs grew so quickly because of client billing. do u think thats a possibility there. if a path started your lab in 1997, it would be worth about 1.5M in 2007 not 80M. also what a disaster that a foreign lab is on American soil taking Medicare taxpayer money and American jobs oversees and suing American doctors. anyway if you made 40M do u think you would retire or try to take your old clients away to another lab. i guess i would have to love money alot to do the latter when i had such an clear contractual obligation and 40M in my pocket. if you were a dermatologist you could opt to see patients or do research if you really wanted to work that badly. client billing seems to make labs to grow very very quickly. i wonder why. oh thats right direct billing is legal in those states you keep telling me. its unethical according to AMA but still legal. right. it doesnt qualify as a kickback, of course, according to the attorneys you spoke to. its public knowledge that it is okay to client bill so the client can mark it up in some states.
you can be a rich pathologist just look for loopholes so you can give out legal kickbacks. they are all doing it
ethics. just remember hell is real.
Just letting you so far Miraca’s pathology jobs are still here in the states! Don’t know how long but right now we are all here working and living in the states. Just wanted to clear the air about that one! It was a good read, however!
Thank you very much for the info. And the compliment!
Someone feeling a bit JELLY. hA!
Who’s feeling jealous?
their management team is in Japan. wise up. thats anerican jobs and most of their stockholders are in japan you fool. jealous of who? an unethical person according to AMA. better to be ger paid a reasonable salary and be able to sleep at night knowing you didnt do anything unethic to be uber-rich like fee splitting your tail off with your clinical friends. you supposedly went to medical school to help people not to be bill gates. right? you will look so good in that mugshot when you unknowingly cross the legal line and break the antimarkup and disclosure laws in some state. or get sued by the lab whose noncompete you break. then what will your momma think of you when she visits you behind bars doctor. you will look like bernie madoff junior in your mugshot…a real villain. you sold out your profession for greed. greedy doctors. you should be ashamed of yourselves. no wonder why she wanted to hide the tens of millions they made during the acquisition. the dermpath fee code has been cut to the ground now. pretty soon we will get our specialty back. yippeee. there is no more profit in it so we will get it back from the derms with their inhouse labs and pathodermatology labs who did three quarters of a year of pathology training and call themselves pathologists. we cant wait. i hope they cut it another thirty percent next january so the derms will completely lose interest in our pathology specialty. it may slow down all the unnecessary skin biopsies as well. hooray for the patients they are saved. praise be to God.
Well, as a path-trained dermpath I don’t think you’re being entirely fair to derm-trained dermpaths. Sure, there’s some that do it just for the money and screw over pathologists by setting up their IOP labs, etc. But there are certainly plenty who just like dermpath and practice only dermpath. I’ve worked with a broad mix of both, and I can say that there is something to be said for doing a derm residency and then reading dermpath, as the CPC is far better. And while they only do a year of true dedicated dermpath, derm residency has a huge component of dermpath, actually far more than pathology residency. So to be fair, they are very, very qualified to read dermpath slides. But yes, there’s bad apples out there. And she was just silly for this breach of contract, it wasn’t really smart or necessary in her case.