from the Marion Superior Court Trial Court Cause Nos.
49D10-1208-PL-32513, 49D10-1307-PL-28479 The Honorable David
J. Dreyer, Judge
Attorney for Appellant John R. Maley Barnes & Thornburg
LLP Indianapolis, Indiana
Attorneys for Appellee Kevin W. Betz Sandra L. Blevins
Benjamin C. Ellis Betz Blevins Indianapolis, Indiana
The Care Group Heart Hospital (the "Hospital")
appeals from an order denying its motion to dismiss issued on
January 28, 2013, a final judgment entered on February 18,
2016, and an order denying its motion to correct errors
issued the same day, in favor of Roderick J. Sawyer,
The Hospital raises one issue which we revise and restate as
whether the trial court erred in denying the Hospital's
motion to dismiss and in entering judgment in favor of Dr.
Sawyer. Additionally, Dr. Sawyer presents the following
issues on cross-appeal:
I. Whether the court erred in granting partial summary
judgment in favor of the Hospital; and
II. Whether the court abused its discretion in awarding
attorney fees to
Sawyer as a result of the Hospital's misconduct during
affirm in part, reverse in part, and remand.
and Procedural History
Dr. Sawyer began practicing as a cardiologist in 1996 and
became a partner/shareholder of The Care Group
("TCG") in 1999. In 2003, he became a member of the
Hospital when it was founded by physicians of TCG and St.
Vincent Health. On July 1, 2010, St. Vincent Health purchased
the assets of TCG, resulting in the formation of the St.
Vincent Medical Group, Inc. ("SVMG"). At that
point, Dr. Sawyer became an employee of SVMG. On July 22,
2011, SVMG notified Dr. Sawyer by letter that his employment
was terminated, effective immediately. The letter stated:
The decision to terminate your [employment] was made due to
your continued failure to comply with SVMG's policies,
guidelines and expectations around appropriate coding
services and medical record documentation, despite SVMG's
efforts to help you improve. Further, as we have also
discussed on several occasions, your office management style
and unprofessional behavior has contributed to a
dysfunctional work environment.
Appellant's Appendix Volume 2 at 116.
The relationship between Dr. Sawyer, SVMG, and the Hospital
is governed by three contracts. First, SVMG and Dr. Sawyer
are parties to an employment agreement (the "Employment
Agreement") regarding Dr. Sawyer's employment by
SVMG as a cardiologist. Second is the Amended and Restated
Operating Agreement of the Hospital (the "Operating
Agreement"), signed by the Hospital's secretary,
which governs "certain aspects of the operations"
of the Hospital and sets forth "the rights and
obligations of the Members, " which included Dr. Sawyer.
Id. at 118. Third, SVMG, Dr. Sawyer, and the
Hospital signed a "Joinder Agreement" regarding the
redemption of Dr. Sawyer's membership interest in the
Hospital in the event of the termination of his employment.
Id. at 114.
The letter of July 22, 2011, stated that Dr. Sawyer's
employment under the Employment Agreement was terminated
pursuant to Section 4.2-2(a) and 4.2- 2(i). Those provisions,
as well as other relevant sections of the Employment
Agreement, are as follows:
ARTICLE IV TERM AND TERMINATION
4.1 Term. This Agreement shall be effective as of
the date of its execution but the employment contemplated
hereunder shall begin on July 1, 2010 ("Physician's
Start Date"). The Agreement shall have a term of ten
(10) years beginning with Physician's Start Date. The
Agreement shall automatically renew thereafter for one (1)
year terms . . . .
4.2 Termination. Notwithstanding Section 4.1, this
Agreement shall terminate on the occurrence of any of the
* * * * *
4.2-2 Immediate Termination for Cause. [SVMG] may
immediately terminate this Agreement at its sole option by
providing Physician written notice, upon the occurrence of
any of the following:
(a) any act or omission of Physician which, in [SVMG's]
reasonable opinion, after consultation with the Division (or
as determined through the Division's peer review process
for (i) the evaluation of the qualifications, competence, or
professional conduct of a professional health care provider,
or (ii) the evaluation of patient care (collectively, the
"Peer Review Matters"), as set forth in I.C. §
34-30-15-16), is grossly and materially contrary to the
business interests, reputation or goodwill of [SVMG];
** * * *
(i) in [SVMG's] reasonable opinion, Physician
consistently fails to provide professional medical services
within the standard of care expected by [SVMG];
** * * *
8.14 Joinder Agreement re: SVHCI. If, as of the date
of this Agreement, Physician is a member of [the Hospital],
as a continuing condition of employment hereunder a Joinder
Agreement having the form attached hereto as Exhibit
C shall remain in effect as among Physician, [the
Hospital], and [SVMG].
Id. at 94-95, 103. Dr. Sawyer signed the Employment
Agreement on May 10, 2010, and Richard I. Fogel, M.D., signed
as CEO of SVMG on June 25, 2010.
The Joinder Agreement provides as follows:
This Joinder Agreement is effective as of the 1st
day of July, 2010, by and among [SVMG], [the Hospital], and
Roderick J. Sawyer, M.D. ("Physician").
WHEREAS, [SVMG] and the Physician are parties to that certain
Physician Employment Agreement of even [sic] date herewith
(the "Agreement"); and
WHEREAS, Physician is a member of [the Hospital]; and
WHEREAS, [the Hospital] is a member of St. Vincent Heart
Center of Indiana, LLC ("SVHCI"); and
WHEREAS, the parties hereto desire that Physician and [the
Hospital] shall cause Physician's membership interest in
[the Hospital] to be redeemed and Physician to no longer have
any continuing direct or indirect membership, ownership or
investment interest in SVHCI in the event that
Physician's employment referenced in the Agreement is
terminated for any reason (other than a termination pursuant
to Section 4.4(c) of the Agreement).
NOW THEREFORE, in consideration of the foregoing premises and
the mutual agreements and covenants contained herein, the
parties hereto agree as follows:
1. Mandatory Redemption. Within ninety (90) days of
any termination of employment between Physician and [SVMG] .
. . and provided that [the Hospital] then holds a membership
interest in SVHCI, Physician and [the Hospital] shall cause
Physician to be redeemed of his interest in [the Hospital]
such that, following such redemption, Physician shall have no
continuing direct or indirect membership, ownership or
investment interest in SVHCI.
Id. at 114. The Joinder Agreement stated that the
parties executed the agreement as of the date noted, July 1,
2010, and was signed by Richard I. Fogel, M.D., FACC, as CEO
of SVMG, James B. Hermiller, M.D., FACC, FSCAI, as Board
Chairman of the Hospital, and Dr. Sawyer.
In addition, the relevant portions of the Hospital's
Operating Agreement are as follows:
NOW, THEREFORE, in consideration of the mutual covenants
contained herein, and in consideration of becoming a Member
of the [Hospital], ...