Derrick v. Cal. Cardiac Surgeons
Plaintiff Marvin J. Derrick, M.D., elected to withdraw from a medical partnership known as California Cardiac Surgeons, a Medical Group (CCS), and he requested that his one-third interest therein be purchased by CCS in accordance with the terms set forth in paragraph 11.6 of the Restated Partnership Agreement (the Partnership Agreement). However, he was unable to reach agreement with the other two CCS partners, Sarabjit S. Purewal, M.D., and Patrick T. Paw, M.D., regarding the buyout price. Derrick sued CCS, Purewal, and Paw (collectively defendants) for an accounting to determine the value of his partnership interest and to enforce his alleged right to be paid for that interest. Purewal and Paw filed a cross-complaint relating to the same issues. The point of contention between the parties was whether Derrick's proportionate share of CCS's office lease had to be included as a liability when computing the buyout price. A second dispute emerged as to whether the buyout price should be calculated based on paragraph 11.6 of the Partnership Agreement or under Corporations Code section 16701.[1] At trial, Derrick's accounting expert testified that the lease should not be treated as a CCS liability in computing the value of Derrick's partnership interest. The trial court agreed with that analysis and also found that paragraph 11.6 was applicable in this case. The trial court then rendered its accounting based on evidence presented at trial and concluded that defendants owed Derrick the sum of $277,657. Defendants appeal from the judgment. We will affirm.
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