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Atlantic Medical Specialists, LLC v. Gastroenterology Associates, P.A.

Superior Court of Delaware

April 20, 2017

ATLANTIC MEDICAL SPECIALISTS, LLC, a Delaware Limited Liability Company, Plaintiff,
v.
GASTROENTEROLOGY ASSOCIATES, P.A., MICHELE CAMPONELLI, THOMAS SPAHR, MARK CORSO, M.D., DAVID R. BESWICK, M.D, IRA F. LOBIS, M.D. and JOSEPH F. HACKER III, M.D., Defendants.

          Submitted: February 13, 2017

         Upon Certain Defendants' Motion for Judgment on the Pleadings. GRANTED.

          Laurence V. Cronin, Esquire, SMITH KATZENSTEIN & JENKINS LLP, Wilmington, Delaware. Attorney for Plaintiff.

          C. Scott Reese, Esquire and Christopher H. Lee, Esquire, COOCH AND TAYLOR P.A., Wilmington, Delaware. Attorneys for Certain Defendants' Mark Corso, M.D., David R. Beswick, M.D., Ira F. Lobis, M.D., and Joseph F. Hacker, III, M.D.

          MEMORANDUM OPINION

          Charles E. Butler Judge

         FACTUAL BACKGROUND

         On September 29, 2016, Plaintiff filed its Amended Complaint to add Defendants Mark Corso, M.D., David Beswick, M.D., Ira Lobis, M.D. and Joseph Hacker III, M.D. (collectively the "Individual Defendants") in their individual capacity. The only substantive addition to the Complaint is that these newly named defendants "were personally involved in" causing the corporate defendant to disclose confidential business information belonging to Plaintiff."[1]

         There are two claims asserted against the Individual Defendants: tortious interference with contract and misappropriation of trade secrets.[2] Individual Defendants have brought this motion to dismiss the claims asserted against them, arguing that the Court lacks jurisdiction and that the claims are barred by the statute of limitations.

         DISCUSSION

         A. Defendants' Argument that the Statute of Limitations has Expired on Plaintiffs Trade Secrets Claim is Moot.

         We have today ruled that the harm done to Plaintiff, assuming it can prove its case to the jury, was not a misappropriation of trade secrets. We therefore will demur on ruling on Defendant's argument that the statute of limitations has expired on the dismissed claim.

         B. Defendants' Argument that Plaintiff is Improperly Attempting to Pierce the Corporate Veil is Rejected.

         The Individual Defendants argue that Plaintiff is engaged in an improper effort to "pierce the corporate veil, " a device employable only in a court of equity and a matter over which this Court has no jurisdiction. While it is true that the Superior Court may not pierce the corporate veil and attach liability to directors, "officers or shareholders as such, [3] Defendants mischaracterize Plaintiffs complaint. The liability alleged does not attach to the named Individual Defendants by reason of their status as shareholders or directors. Rather, liability is sought due to the Individual Defendants' individual participation in the torts complained of.

         While not referenced by Plaintiff in its pleadings, the "personal participation doctrine" holds that officers and directors in a corporation can be held liable for torts that they "commit, participate in, or inspire, even though the acts are performed in the name of the corporation."[4] Liability only attaches where the officer "directed, ...


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