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IN THE COURT OF CHANCERY OF THE STATE OF DEL.AWARE f$L/
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IN AND FOR NEW CASTLE COUNTY
RJ ASI~OCIATES, INC. .
Plaintiff, ..
`V. . C.A. No. 16873. i
.
HEALTH PAYORS' ORGANIZATION : _ _._
LIMITED PARTNERSHIP, HPA, INC., : _
and MIDWEST MEDICAL PREFERRED : :
PROVIDES, INC., . s _
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Defendants.
MEMORANDUM OPINION
Date Submitted: March 15, 1999
Date Decided: July 16: 1999
Anne C. Foster and Thad J. Bracegirdle, Esquires, of RICHARDS, LAYTON &
FINGER, Wilmington, Delaware; and J. Stephen McAuliffe, III, Esquire, of MILES
& STOCKBRIDGE, PC, Rockville, Maryland; and Matthew S. Shl.t-tz, Esquire, of
MILEIS & STOCKBRIDGE, PC, Baltimore, Maryland; and Lisa C. Wood, Esquire,
of NC-TTER, McCLENNEN & FISH, L,LP, Boston, Massachusetts; .Attorneys for
Plaintiff
Stephen E. Jenkins and Richard D. Heins, Esquires, of ASHBY & GEDDES,
Wilmington, Delaware; and Paul J. Jackson, Esquire, of ROETZEL 8z ANDRESS,
Akron, Ohio; Attorneys for Defendants
JACOBS, VICE CHANCELLOR
Pending are motions to dismiss the complaint in this action brought by a
limited partner of a Delaware limited partnership. The defendants are the limited
partnership's only other limited partner and its General Partner. The plaintiff
SNIPPETS:
Stephen E. Jenkins and Richard D. Heins, Esquires, of ASHBY & GEDDES, Wilmington, Delaware;
Pending are motions to dismiss the complaint in this action brought by a
limited partner of a Delaware limited partnership.
partnership's only other limited partner and its General Partner.
The plaintiff
Ohio corporation with its principal place of business in Ohio.
MMPP and RJA formed co-defendant HPA, Inc.,
a Delaware limited partnership with its
Shareholders Agreement"; the Health Payors'
Organization Limited Partnership Agreement;
"Cash Flow" is defined in the Partnership
the gross cash receipts of the Partnership from all sources reduced by the following: all
RJA alleges in its complaint that under th.e IMaster
Agreernent RJA, PHS, and HPA were to jointly market the Partnership's provider
marketing efforts, and would be compensated only by Cash Flow distributions.
of gross cash receipts to all partners, including RJA, on a twice-monthly basis.
distributions made b!y the Partnership were not reduced by "network development" expenses
State of the State of Delaware under 10 Del.
because this Court lacks personal jurisdiction over MMPP
*I The plaintiff alleges that none of the three RJA representatives on the HPA Board was
Although MMPP and RJA are equal HPA Shareholders, MMPP has control of HPA's board by virtue
Second, the plaintiff alleges that at the November 2, 1998 meeting, "the MMPP representatives
Section 11.4 of the Partnership Agreement expressly and unequivocally provides that the
accounting, and civil conspiracy.
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