WHEELING - A dentist is suing his business partner after the partner allegedly breached an operating agreement.
Christopher H. Wine filed a lawsuit Sept. 28 in the Circuit Court of Ohio County against Joy Harr, citing breach of contract, breach of fiduciary duty and violations of West Virginia Code.
Dr. Wine says on Sept. 17, 2010, he and Harr entered into an operating agreement to form a PLLC.
He says that in 2011, he was accepted into the West Virginia University Prosthodontics program, which he began in July 2012. Dr. Wine says that while attending the program, he continued to see a limited number of patients on the weekend and remained responsible for the day-to-day operational and financial management of the PLLC.
According to the complaint, during this time, Harr approached Dr. Wine in an attempt to negotiate the sale and transfer of Dr. Wine's interst in the PLLC. The complaint states that to aid negotiations, they received multiple valuations for the business.
During one of the valuation meetings, a CPA, Joseph Gompers, told Dr. Wine that he needed to take a distribution of approximately $24,000 in order to equalize the tax distributions with Harr, who had previously taken a $50,000 distribution.
Dr. Wine says he withdrew $24,000 and placed the money into an escrow account. He says that after discussing the withdrawal with Harr, Harr, unilaterally and without notice, closed the PLLC's bank accounts and switched the funds to a bank of her choice, allegedly in an effort to defraud Dr. Wine and hide PLLC assets.
The complaint alleges that after negotiations slowed and in retaliation to Dr. Wine's refusal to sell his membership interest and increased scheduling arrangements, on Aug. 26, Harr unilaterally fired Dr. Wine and banned him from entering into the PLLC's dental practice premises.
According to the complaint, in the termination letter Harr named herself managing member of the PLLC even though she only retained a 50 percent share of the membership vote. The complaint further alleges that after sending the termination letter, Harr chose to order the PLLC accountant to prepare a tax return claiming a 72 percent interest to Dr. Wine's 28 percent interest, which resulted in greater benefits to Harr, in violation of the operating agreement, despite notification from Dr. Wine that the tax return was to be prepared in accordance with the agreement.
Dr. Wine is seeking injunctive relief and an undisclosed amount of damages, including punitive damages. He is being represented in the case by Gerald E. Lofstead III of Cipriani & Werner PC.
Circuit Court of Ohio County Case No. 13-C-316.