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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 Dermatolopathology (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).
 












Miraca Life Sciences, Inc., et al v. Popular Heathcare, LLC
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Plaintiffs: Miraca Life Sciences, Inc. , CDx Holdings, Inc. and Metroplex Pathology Associaties f/k/a Caris Pathology
Defendant: Poplar Healthcare, LLC

Case Number: 2:2012cv03047
Filed: December 5, 2012

Court: Tennessee Western District Court
Office: Memphis Office
County: Shelby
jr,: John T. Fowlkes
Referring Judge: Charmiane G. Claxton

Nature of Suit: Contract - Other Contract
Cause: Civil Miscellaneous Case
Jurisdiction: Diversity
Jury Demanded By: Plaintiff
 






You Can’t Cure Stupid, and Unfortunately, You Can’t Sue for It Either
On Friday, July 13, 2012 by Jana H. Woelfel posted in Noncompete Blog
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On one hand, the Northern District of Texas’ CDx Holdings, Inc. and Caris Diagnostics, Inc. v. Heddon is simply a recent federal court case applying the Texas Supreme Court’s landmark Marsh USA. Inc. v. Cook decision and determining injunctive relief standards. On the other hand, it’s a tale of both employer and employee acting with cluelessness worthy of any vintage John Hughes 1980s movie where the teenager ultimately triumphs because the principal 100% knows, but can’t prove, the teenager’s deception. If you like to read noncompete and confidentiality legal opinions awash with such antics, this one’s for you.

The story starts as most noncompete sagas do, with confidential information and agreements. Caris Diagnostics, a "national anatomic pathology provider," employed David Heddon to oversee sales of pathology services to dermatologists and dermatology centers. Caris provided Heddon with access to the SalesLogix database containing details about Caris' customers, accounts, client contact information, client preferences, etc. Caris password-protected the information and it was undisputed that a competitor would require substantial time to assemble this information.

Similar to Marsh, Caris’ holding company – CDx - granted Heddon stock options subject to execution of a noncompete, nonsolicitation and nondisclosure agreement which he naturally signed. As is often the case in the idyllic preteen years, everything seemed to proceed without a blemish.

Then things started to get crazy. Like any “tween,” “preteen” or “teen” who hasn’t really gotten the message about incriminating texts and emails (God love them), Heddon emailed a coworker, Karen Goldenson, to advise that he had been "hunting." Confirming that she had no illusions about what he was “hunting,” Ms. Goldenson asked if he had "an offer." Within one week of the email exchange, Miraca Holdings purchased CDx, then cashed out Heddon's stock options as part of the transaction. At roughly the same time, D-Path, a competitor to CDx and Caris, offered Heddon a job that would start on January 1, 2012. With a $20,000 stock option check in hand, Heddon and friends began preparing to exit Caris/CDx.

On December 15, 2011, knowing that Heddon was "hunting," Ms. Goldenson forwarded to Heddon records of what some might consider to be confidential information about Caris' growth ideas in Michigan and a spreadsheet of Arizona physicians who were potential client targets for Caris. Not to be outdone on the dumb and dumber scale, in late December 2011, Heddon contacted Caris' IT department to request repair of his malfunctioning laptop, thereby insuring scrutiny of the device. On December 28, 2008, a Caris IT staffer informed Heddon that the laptop’s hard drive was shot and couldn't be replaced until January 3, 2012 when the SalesLogix (confidential customer database, remember) administrator returned from vacation because, wait for it, the SalesLogix administrator would need to put a new local SalesLogix database on the hard drive. Although Heddon was due to begin work for D-Path on January 1, 2012, he apparently was super conscientious and didn't want to miss a day of work between December 28 and January 1, and asked the IT staff member to ship the new laptop overnight express delivery to him anyway. I am sure work was crazy for Heddon at this time of year, as many dermatologist offices were bustling the Wednesday through Saturday before New Year’s.

On Monday, January 2, 2012, Heddon, feeling oh so clever, emailed Goldenson that his regional VP and direct supervisor were going to have a bad day on January 3, 2012. Apparently he used the company email system to send the missive. Brilliant. On January 3, 2012, Heddon tendered his two-week notice of intent to resign from Caris. (Of course, the careful reader might recall that his effective date of hire with D-Path was January 1, 2012...but really, after Christmas expenses, who doesn't need a couple of extra paychecks to help cover all the holiday shopping...) Again, Heddon felt compelled to use the company email system to document exactly how much smarter he believed he was than Caris. After tendering the resignation email, Heddon then emailed Caris’ IT asking them to ship the new laptop with the new copy of SalesLogix on the hard drive to his home address. Naturally, the Caris IT department complied and express shipped the newly outfitted PC to Heddon's home address.

Crazily enough, when Caris learned on January 10, 2012, that Heddon wanted the laptop containing a recent copy of the company's proprietary information to be sent to his home address, after he had tendered his resignation, they cried foul and ended his notice period prematurely, effective January 5, 2012. Like an outraged parent caught napping at curfew, Caris then demanded the return of the brand new laptop, plus two client computers Heddon also had in his possession.

After retrieving the laptop, Caris discovered that Heddon had created a list of Caris client names on January 9, 2012. Shocking, I know. Shortly thereafter, they observed that D-Path was apparently providing services to Caris' clients, and seemed to have made headway with Caris’ biggest clients. Try to look stunned here. For those who've been down this path before, you know what happened next. Caris sued Heddon for breach of noncompete, nonsolicitation and misappropriation of trade secrets. Like the parent of a rebellious teenager caught crawling out through the bedroom window well after curfew, Caris felt like they had Heddon "red-handed."

But, such was not the case. Although the court found the noncompete and nonsolicitation agreement valid, it was overbroad in restricting Heddon from competing in all 50 states, even though he only worked in southwestern Florida. The court found it was only reasonable to restrict him from competing in the area where he had worked, and held that Caris had not presented any evidence that Heddon was in fact working in that specific portion of Florida for D-Path or that he contacted the customers he had a relationship with while a Caris employee. Thus, while there was an enforceable noncompete, the court denied injunctive relief because Caris had no evidence that Heddon violated the agreement in southwestern Florida.

The court also denied injunctive relief regarding disclosure of confidential information, although Heddon clearly had access to data for all 50 states and clearly had compiled a list of Caris customers, even receiving the list of Arizona customers from Ms. Goldenson. Caris had failed to produce any evidence that Heddon used any confidential information, thereby breaching the nondisclosure covenant.

The case is a timely lesson in the school of noncompetes. While the facts may invoke our sympathies by confirming that Heddon was a doofus who played fast and loose with Caris' information, they weren’t legally sufficient to support injunctive relief. An employer must show that the former employee actually took confidential information and actually used or disclosed it. This isn't always easy -- just as it’s not always easy to know exactly what a teenager is really doing online. Cursory review of a teen’s smartphone may create suspicion of illicit activity (why did she look at THAT Instagram photo?), but proving any illicit activity actually occurred usually requires a lot more work, like getting the teen to actually speak a complete sentence in your presence. Not necessarily impossible, but certainly not easy or fun for either party.
 












Anonymous said:
http://www.strasburger.com/bios/bio_pdf/Woelfel--CDX_Holdings_v_Heddon.pdf
Click to expand...

Heddon has a history of unethical dealings with his employers and people in general. Ask his wife if he's trustworthy. His routine behavior includes stealing confidential information from one employer, using that information, illegally and in conflict with agreements he signs, at each next employer. If you think he is your friend, you are mistaken; he will burn you in a heartbeat. You can't trust him - his word is worthless. If you hire him, do business with him, or trust what he says, do so at your own risk.
Case in point:
http://caselaw.findlaw.com/fl-district-court-of-appeal/1019360.html
 












Lawsuit or other court case details Plaintiff MIRACA LIFE SCIENCES INC
Case # DC-12-06368
Defendant BALSANO, MARK Status OPEN
Filed on Jun 8, 2012 Last Updated Dec 30, 2012
Location All District Civil Courts, TX Next Update None

Register of Actions
Case No. DC-12-06368
MIRACA LIFE SCIENCES INC vs. MARK BALSANO §
§
§
§
§
Case Type: CNTR CNSMR COM DEBT
Date Filed: 06/08/2012
Location: 116th District Court


Party Information Lead Attorneys
DEFENDANT BALSANO, MARK THOMAS L CASE
Retained
214-740-1422(W)


PLAINTIFF MIRACA LIFE SCIENCES INC JEREMY W. HAWPE
Retained
214-880-8100(W)

Events & Orders of the Court OTHER EVENTS AND HEARINGS
06/08/2012 ORIGINAL PETITION (OCA)
06/08/2012 ISSUE CITATION
06/08/2012 CASE FILING COVER SHEET
06/13/2012 CITATION


BALSANO, MARK Returned Unserved 07/16/2012
Returned 07/16/2012


06/13/2012 ISSUE CITATION
06/14/2012 CITATION


BALSANO, MARK Served 06/22/2012

Returned 06/25/2012


07/16/2012 ORIGINAL ANSWER - GENERAL DENIAL
AND SPECIAL EXCEPTIONS

07/26/2012 NOTE - ADMINISTRATOR
COURT'S SCHEDULING ORDER SUBMITTED TO JUDGE
07/27/2012 SCHEDULING ORDER
Vol./Book 430F, Page 350, 3 pages
08/23/2012 CORRESPONDENCE - LETTER TO FILE
MEDIATION LETTER FILED BY THOMAS L CASE
09/06/2012 MOTION - SCHEDULING ORDER
AMENDED
09/06/2012 NOTE - CLERKS
AGREED AMD SCHED ORDER SUBMITTED TO ADMIN
09/07/2012 NOTE - ADMINISTRATOR
AGRD AMENDED SCHED ORDER SUBMITTED TO JUDGE
09/15/2012 SCHEDULING ORDER
AMENDED
Vol./Book 430F, Page 895, 3 pages
09/19/2012 NOTE - ADMINISTRATOR
AGRD AMENDED SCHED ORDER SIGNED 9-15-2012. COPY ALL. ORIG/CLERK
10/19/2012 RETURN OF SERVICE
1 ATTY COPY SUBP RETURNED (POPLAR HEALTHCARE PLLC EXEC 10/11/12
06/17/2013 Non Jury Trial (9:00 AM) (Judicial Officer PARKER, TONYA)
(Level 2)
04/29/2013 Continued to 06/17/2013 - ORDER - CONTINUANCE - BASS, COURTENAY L; MIRACA LIFE SCIENCES INC; BALSANO, MARK

Financial Information


PLAINTIFF MIRACA LIFE SCIENCES INC
Total Financial Assessment 503.00
Total Payments and Credits 503.00
Balance Due as of 12/30/2012 0.00

06/08/2012 Transaction Assessment 252.00
06/08/2012 Transaction Assessment 93.00
06/12/2012 PAYMENT (CASE FEES) Receipt # 34094-2012-DCLK JEREMY W HAWPE (345.00)
06/13/2012 Transaction Assessment 158.00
06/18/2012 PAYMENT (CASE FEES) Receipt # 35139-2012-DCLK HAWPE, JEREMY W. (158.00)
 






the law suit is public knowledge and it is because DH did not pay fair market value on the stocks. This wont get posted because Caris bought Cafe pharma and nothing negative ever shows ups. I personally have posted many things and none have made it. I think this site is a waste
 






Anonymous said:
Who is suing this company?
Click to expand...

who isn't suing the company: former employees for sex discrimination; former employees for harassment, former employees for termination w/o reason; the stock issue; then there is the billing and reimbursement shall we say faux pas. It goes on. This company pretends to be really straight laced and proper but they bend it plenty. The best thing you can do is bag a boss boy or girl does not matter as the VPs on up all like either. Suggest resumes immediately.
 




































Heddon Lawsuit over. Heddon wins & Miraca takes NOTHING.... Except a bill for $100k+ in court costs. HILLARIOUS!!! Miraca spent $1.5m+ in lawyer fees going after him. Who will be the first to apologize for all the terrible things said about him? Cowards! ....oh yeah, one more time.... HILLARIOUS!!!!!!
 






I wouldn't say that he won, but if he did get away Scott free that is very shocking. I do not know how you can consider a win when you left a $200,000 year job and thought you're going to make the same money somewhere else. With a high school degree, and only a high school degree he lost this job and now has two lawsuits against him for the exact same offense, stealing your employers database. He shot himself in the foot because he thought the grass was greener, I'll wish him good luck when I see him making my coffee at Starbucks. He should of just stayed with us but Goldie put him on a string and made him dance like a puppet.
 


















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