Bui v. Carr: Cardiology Practice Sale Contract Verdict

Case Background

This civil lawsuit stemmed from a complex business transaction involving the sale and transition of a cardiology practice in San Diego County. The Plaintiff, Hanh M. Bui, M.D., a Professional Medical Corporation (Dr. Bui's Corporation), sued the Defendant, Kenneth Warren Carr, M.D., and his affiliated entities (Dr. Carr's Cardiology Practice), over alleged breaches of an Asset Purchase Agreement (APA) and a Promissory Note.

Cause

The core of the dispute revolved around the terms and conditions outlined in the agreements that governed the sale of certain assets from Dr. Carr’s practice to Dr. Bui’s Corporation. Dr. Bui’s Corporation alleged that Dr. Carr failed to meet several specific Conditional Obligations detailed in the Promissory Note, which, had they been met, would have triggered Dr. Bui's obligation to make full payment.

Injury

Dr. Bui’s Corporation claimed that Dr. Carr's failure to satisfy these conditions caused the corporation to suffer various business losses. These injuries included the loss of certain business opportunities and the potential disruption to the smooth transition of the practice's operations and assets. The corporation sought to prove that Dr. Carr’s breaches resulted in measurable financial harm.

Damages Sought

The Plaintiff sought to recover all damages incurred due to the alleged breaches of contract, including the full amount of the Promissory Note, which Dr. Bui’s Corporation argued should be deemed satisfied and unpaid due to the unfulfilled conditions. Additionally, they pursued damages for breach of contract, fraudulent misrepresentation, and other related claims.

Key Arguments and Proceedings

This case moved through several pre-trial phases and ultimately culminated in a jury trial that focused heavily on the interpretation of the contractual documents and the performance (or lack thereof) by the parties.

Legal Representation

Plaintiff(s): Hanh M. Bui

·       Counsel for Plaintiff(s): Daniel Watkins, Esq.

Defendant(s): Kenneth Warren Carr, M.D., individually | d/b/a CARR CARDIOLOGY; Yvonne Fraser, an individual | DOES 1 through 20.

·       Counsel for Defendant(s): Thomas E Daugherty | Yvonne M Fraser

Key Arguments or Remarks by Counsel

Claims

Counsel for Dr. Bui’s Corporation laid out a multi-faceted argument, asserting that the Defendant failed to honor several specific, non-negotiable prerequisites of the sale. The core claims revolved around the concept of Conditional Obligations set forth in the Promissory Note.

1. Breach of Promissory Note (Conditional Obligations): The Plaintiff argued that the Promissory Note specifically conditioned the requirement of payment on several actions by Dr. Carr. These critical conditions included the requirement that Dr. Carr's employment agreement with Dr. Bui remained active and in full effect, and that he was not in breach of its terms.

2. Repayment to Former Employees: A key part of the claim focused on Dr. Carr's alleged failure to properly settle financial obligations with two former employees, Matthew Spencer PA and Nabat Mirpourian NP. These obligations included money owed for 401(k) contributions, accumulated paid time off, and any other debts associated with the Cardiology Practice.

3. Transfer of Research Assets: The Plaintiff also claimed that Dr. Carr did not fully transfer all accounts, contracts, and assets belonging to the Clinical Research Division to Dr. Bui's Corporation as promised in the agreement. Counsel argued that this failure materially undermined the value of the purchase.

4. Breach of Asset Purchase Agreement (APA): Finally, the Plaintiff asserted that Dr. Carr breached several terms of the broader APA, which was the foundational document for the entire transaction.

Defense

The defense team for Dr. Carr mounted a vigorous counter-argument. They likely contended that Dr. Carr fulfilled the material aspects of the APA and the Promissory Note. They argued that any alleged deficiencies were minor or that Dr. Bui's Corporation itself created conditions that made full compliance impossible or unnecessarily difficult. The defense sought to prove that Dr. Bui's Corporation was obligated to make the full payment under the Note because Dr. Carr had substantially performed his duties. They also likely challenged the Plaintiff's calculation of damages, arguing that the reported losses were speculative or unrelated to Dr. Carr's actions.

Jury Verdict

Following weeks of testimony and deliberation over the complex business agreements and competing narratives, the jury delivered a verdict in favor of the Plaintiff, Hanh M. Bui, MD, a Professional Medical Corporation. The jury found that Dr. Carr breached the agreements and that Dr. Bui's Corporation sustained damages as a direct result.

The San Diego jury awarded the Plaintiff a total monetary judgment of $194,601. This amount represented the jury’s calculation of the losses suffered by Dr. Bui’s Corporation stemming from the Defendant's failure to satisfy the Conditional Obligations and other terms of the Asset Purchase Agreement and Promissory Note. The verdict established that the Defendant, Dr. Kenneth Warren Carr, bore the responsibility for the financial harm caused by the unfulfilled conditions of the sale. The Court subsequently entered the judgment, officially closing the book on this extensive contractual and financial dispute between the two medical entities.

Court documents are available upon request at jurimatic@exlitem.com