Opinion
No. (XO2) CV 02-0170802-S, (X02) CV020170896S, (X02) CV020170898S, (X02) CV020172402S, (X02) CV020172403S, (X02) CV020173032S
August 26, 2003
Memorandum of Decision
These six cases, tried to the court, concern the dissolution of a medical practice.
The historical background of the controversy is undisputed. In 1985, Dr. Giuseppe Tripodi ("Tripodi"), a surgeon, became employed by the medical practice of Drs. Raafat R. Tadros ("Tadros") and Munir Hamzi, also surgeons. Dr. Hamzi left the group in 1987 and Tripodi and Tadros continued to practice together.
In 1990, the two doctors purchased real property at 687 Straits Turnpike in Middlebury and conveyed it to a real estate corporation known as Middlebury Medical Center, Inc. (the "real estate corporation"). Through mortgage loans from the two doctors, the real estate corporation financed the construction of a modern, two-story medical building on the property. The doctors occupied the second story and the real estate corporation leased the first story to other medical professionals.
The practice was originally known as Raafat R. Tadros, M.D., P.C. In 1992, the name changed to Raafat R. Tadros and Giuseppe Tripodi, M.D., P.C. (the "professional corporation"). At some point during this period, Tripodi and Tadros each became 50% shareholders in the professional corporation. In 1996, Dr. Thomas Alosco ("Alosco"), also a surgeon, became an employee of the professional corporation. In 1998, Dr. Alosco became an equal shareholder so that each doctor then held a 1/3 interest in the professional corporation and the name of the corporation became Raafat R. Tadros, Giuseppe Tripodi and Thomas Alosco, M.D., P.C. Dr. Alosco did not become an owner of the real estate corporation.
In view of the disposition of the claims made by the parties, the court need not resolve the dispute of precisely when the two doctors became partners.
By the end of 2000, the personal and professional relationship between Tadros and Tripodi had broken down, and they decided to terminate their practice together effective January 1, 2001. Tripodi elected to stay at 687 Straits Turnpike and Tadros and Alosco made plans to move into a neighboring building as of April 1, 2001. For the period between January 1 and the move, the doctors agreed to remain at 687 Straits Turnpike but to divide their revenues in accordance with the patients seen by each. Tripodi formed a new entity known as Middlebury Surgical, L.L.C, and Tadros and Alosco began a new professional corporation known as Raafat R. Tadros, M.D. and Thomas Alosco, M.D., P.C.
Tadros and Alosco moved out ahead of schedule on Saturday and Sunday, March 24 and 25, 2001. The move was disruptive and heightened the controversy between the two doctors. Beginning in July 2001, the parties or their related business entities filed a total of eight lawsuits against each other. The first case, Tadros v. Middlebury Medical Center, Inc., No. (X02) CV 01-0166310-S, a complaint for foreclosure, went to judgment but there are several postjudgment issues that the court must still resolve. The parties tried the six above-captioned cases to the court between July 9 and 17, 2003. An eighth case, Tripodi v. Tadros, No. (X02) CV 02-0173943-S, has been withdrawn.
The court, by separate order, has scheduled a hearing and/or status conference on these matters.
The court will refer to the cases by an abbreviated docket number such as No. 0173032.
I. THE MISAPPROPRIATION AND THEFT CLAIMS
The centerpiece of Tadros's case is the claim that Tripodi and his wife, Concetta Tripodi ("C. Tripodi"), committed the misappropriation and theft of the funds of the professional corporation. Based on this claim, Tadros and the professional corporation allege that Tripodi committed a breach of fiduciary duty in count one and theft in count two in Nos. 0170896 and 0173032. The plaintiffs allege that C. Tripodi is liable for aiding and abetting Tripodi. See Connecticut National Bank v. Giacomi, 233 Conn. 304, 329-30 n. 28, 659 A.2d 1166 (1995).
Applying the appropriate burden and standard of proof, see Ostrowski v. Avery, 243 Conn. 355, 362, 703 A.2d 117 (1997) (breach of fiduciary duty); Suarez-Negrete v. Trotta, 47 Conn. App. 517, 520, 705 A.2d 215 (1998) (statutory theft), the court makes the following findings. Between 1991 and 2001, $876,985.27 of the corporation's revenues were "discounted" in the corporation's records. The effect of the discount was to offset the accounts receivable of the corporation so that the corporate records would not show the revenue that it had earned. Although the evidence was circumstantial, the evidence points unequivocally to the conclusion that Tripodi and C. Tripodi misappropriated and committed the theft of this money. The court credits the evidence establishing the following supporting circumstances. First, the items entered in the corporation's computer records under "discount" were accompanied by computer codes used exclusively by C. Tripodi. These codes were not used by Joyce Benoit, an administrative assistant in the office who was supervised by C. Tripodi in handling the office's financial records, and who was the only other person in the office with substantial computer expertise.
In this regard, the court does not rely on any exhibit for a purpose beyond that for which it was admitted. Nonetheless, an expert, such as certified public accountant Alan Mandell in this case, can rely on inadmissible evidence in giving an opinion if the evidence is of the type customarily relied upon, as it was here. See Conn. Code of Evid: § 7-4 (b). Accordingly, the court can and does credit Mandell's expert testimony. There was, moreover, abundant additional, relevant testimony and documentary evidence admitted without limitation. In fact, part of plaintiffs' exhibit 47, which Tripodi now challenges, came into evidence without objection.
Second, between February 13 and 20, 2001, while the professional corporation was in the throes of an acrimonious breakup, corporation counsel Mark Neikrie and his agents seized the corporation's computer. They returned the computer to the office on February 21 and then seized it again on March 9, 2003. During the period between February 20 and March 10, 2001, when the computer was back in the office, C. Tripodi made over two hundred deletions of prior computer entries, some of which involved patient balances. Almost half of the matters deleted had been originally entered prior to 2000, and some had been entered as far back as 1993. Although the exact economic effect of all of the deletions is not clear, they nonetheless reveal unauthorized tampering with the computer records at a particularly suspect time.
Many of the deletion entries indicate that the operator was "CT," which were the operator initials that C. Tripodi used. While the other deletions indicate that the operator was "JM," which would refer to Joyce Benoit's maiden name of Joyce Masucci, or "JB," which would refer to Joyce Benoit, the court credits the testimony of Benoit that she could not and did not make any deletions. Indeed, the operator was occasionally misidentified as JM or JB at a time when Joyce Benoit, who mated in April 2000, was not using those initials.
Third, numerous canceled patient or insurance payment checks bore an endorsement of Tripodi alone or, less frequently, some other endorsement different from that usually used by the professional corporation. These checks were deposited into bank accounts other than the one used by the corporation for deposits. The amount in these checks was then entered under "discount" in the corporation's computer records. This money was thus plainly diverted from the corporation by the Tripodis.
Fourth, Tripodi requested and received cash for certain varicose vein procedures performed on Saturdays. Occasionally the cash would be missing on Monday morning and thus would not be available for the daily deposit into the corporate bank account. Tripodi told Benoit that he took cash from patients and used the cash for the medication for the varicose vein procedure. C. Tripodi told Benoit that the former would take care of the related computer entries.
Fifth, Tripodi sought to end his medical practice with Tadros because Tripodi felt that he was not receiving adequate compensation for the work that he was doing. Tadros preferred to adhere to the original agreement whereby each partner would receive equal shares of the earnings. Tripodi's dissatisfaction with the compensation scheme forms a strong motive for the theft.
Sixth, at his deposition, Tripodi invoked the fifth amendment privilege against self-incrimination in response to questions concerning whether he was stealing from the business, depositing corporate revenues into noncorporate bank accounts, and failing to pay income taxes on these monies. At her deposition, C. Tripodi invoked the fifth amendment in response to questions concerning the deposit of corporate revenues to noncorporate accounts, her use of the office computer to discount these deposits, and her use of the computer in late February or early March 2001 to make changes to conceal the misappropriation of funds. The court can and does draw an adverse inference from the breathtaking scope of the Tripodis' invocation of the fifth amendment. See Olin Corp. v. Castells, 180 Conn. 49, 53-54, 428 A.2d 319 (1980).
The misappropriation of large amounts of money from the corporation by Dr. Tripodi obviously constitutes a breach of his fiduciary duty. Further, because the evidence establishes conclusively that the misappropriation was part of an ongoing plan and attempted cover-up, rather than a matter of poor bookkeeping or other inadvertent error, the proof satisfies the standards for obtaining treble damages for theft under General Statutes § 52-264. See Hi-Ho Tower, Inc. v. Com-Tronics, Inc., 255 Conn. 20, 44, 761 A.2d 1268 (2000); Suarez-Negrete v. Trotta, supra, 47 Conn. App. 520.
Section 52-564 provides: "Any person who steals any property of another, or knowingly receives and conceals stolen property, shall pay the owner treble damages." The Tripodis challenge the propriety of an award under this statute because the complaints do not cite the statute, as required by Practice Book § 10-3(a). This requirement, however, is directory, not mandatory. See Steele v. Stonington, 225 Conn. 217, 221 n. 7, 622 A.2d 551 (1993). Here, the complaints contain a separate count that specifically alleges theft and include in the prayer for relief a request for "[t]reble damages for theft," which is the statutory title for § 52-564. Under these circumstances, the Tripodis had ample notice of exactly what the complaint was seeking. They have not shown any prejudice from the failure to include the statutory citation. Thus, the complaints were sufficient.
The appropriate award of damages for the breach of fiduciary duty would be the amount taken from the corporation, which was $876,985.27. Accordingly, the court awards this amount to the plaintiffs on count one in Nos. 0173032 and 0170896. Treble damages amounts to $2,630,955.81. Accordingly, the court awards this amount to the plaintiffs on count two in Nos. 0170896 and 0173032. The intent of the court, of course, is that the total responsibility of the defendants on these four counts should be $2,630,955.81 plus any applicable interest, as discussed below. Accordingly, upon entry of final judgment and payment by the defendants in the amount of $2,630,955.81 plus interest, the plaintiffs shall not enforce the judgment on any remaining counts in these two cases.
Because the court cannot determine whether the unreported cash constitutes part of the $876,985.27 in discounted income or an additional theft, the court has assumed, favorably to the Tripodis, that the unreported cash constitutes part of the $876,985.27.
As discussed later in this memorandum, the court concludes that the plaintiffs did not prove any entitlement to damages under count three, the remaining count, in Nos. 0170896 and 0173032.
The plaintiffs seek an award of prejudgment interest at the rate of 10% per year pursuant to General Statutes § 37-3a. Such interest is appropriate only when "the essence of the action itself involves the wrongful withholding of money due and payable to the plaintiff. The prejudgment interest statute does not apply when the essence of the action is the recovery of damages to compensate a plaintiff for injury, damage or costs incurred as a result of a defendant's negligence." Tang v. Bou-Fakbreddine, 75 Conn. App. 334, 349, 815 A.2d 1276 (2003). In this case, the $876,985.27 represents the amount wrongfully withheld; the greater amount of $2,630,955.81 represents compensatory or a form of punitive damages. Accordingly, the court awards interest at the rate of 10% per year on the $876,985.27. The court adopts Tadros's suggestion that interest begin to accrue on the January 1 following the year in which the discount occurred, as reflected in the second section of plaintiff's Exhibit 47. For these purposes, interest should accrue from January 1, 1996 on the amount of discounts taken before January 1, 1996, which totals $224,244.80.
The court has calculated this number by subtracting the total of $652,740.47 in discounts taken from 1996 to 2001, as reflected in the second section of plaintiff's exhibit 47, from the total discount of $876,985.27 from 1991to 2001.
The money stolen was the property of the professional corporation rather than Tadros directly. Accordingly, the court orders that payment of the judgment go to the professional corporation and that the corporation make the distributions, including payment of all federal and state tax liabilities, called for by its organizational documents and by law.
In No. 0170896, plaintiff Tadros alleges that he "brings this action on his own behalf and on that of the corporation." (Amended Complaint, ¶ 8.) In No. 0173032, the plaintiff is the professional corporation itself.
II. CLAIMS BY THE REAL ESTATE CORPORATION
In No. 0170898, plaintiff Tadros has filed suit on his own behalf and on behalf of the real estate corporation against Tripodi alleging breach of fiduciary duty and misappropriation of funds, and against Tripodi, C. Tripodi, and Middlebury Surgical, LLC alleging unjust enrichment. Tadros alleges in substance that Tripodi, as treasurer of the real estate corporation, failed to pay rent for his office space at 687 Straits Turnpike from March 2001 on, that he failed to account for rents from third-party tenants, that he allowed C. Tripodi to operate a jewelry business on the premises without paying rent, and that he failed to make mortgage payments to the first mortgagees.
Although Tadros attempted to prove other claims at trial that Tripodi made unauthorized expenditures of the real estate corporation's funds, Tadros did not allege these claims in his complaint. Therefore, the court declines to award any relief for these claims. See Mamudovski v. BIC Corp., 78 Conn. App. 715, 732 (2003).
The court finds that Tripodi voluntarily elected to remain on the second floor of the medical building after the professional corporation split apart. The rent paid by the professional corporation had been $12,187.50 per month. Although this figure undoubtedly reflected the need of the real estate corporation to pay the mortgages held by Tadros and Tripodi, and thus may have been greater than a rental figure based on a strict assessment of the value of a square foot of space, the need to retire the mortgage debt persisted after the breakup. Further, the rental amount had remain unchanged since 1991 and did not include a component to compensate the real estate corporation for taxes and insurance. Finally, Tripodi had the opportunity to sublet his new office space or bring other partners into his new practice to help generate more income and defray the rental costs, but he did not do so. Accordingly, the court finds that Tripodi was liable for the rent at the rate of $12,187.50 per month.
Tripodi initially failed to pay rent from April 2001 to December 2002. Pursuant to an agreement between the parties, Tripodi made a payment of $105,000 to the real estate corporation, which represented rent at the rate of $5,000 per month over this period. On February 10, 2003, the parties entered into a written stipulation agreeing, among other things, that Tripodi's payment of rent at $5,000 per month was without prejudice to either side's further arguments on the adequacy of that payment. Accordingly, the court will enforce its decision to the extent that Tripodi still owes the balance of the monthly rental over his payment of $105,000. The rent for the twenty-six month period from April 2001 through May 2003, when Tripodi acquired title to the property, at the rate of $12,187.50 per month would total $316,875. After crediting Tripodi with the $105,000 payment, the balance owed by Tripodi amounts to $211,875.
Tadros seeks prejudgment interest on this amount. The unpaid rentals constitute the "wrongful withholding of money" rather than "damages to compensate a plaintiff for injury, damage or costs incurred as a result of a defendant's negligence." Tang v. Bou-Fakhreddine, supra, 75 Conn. App. 349. Accordingly, an award of interest is appropriate. For the sake of convenience, the court will construe the accrual date to be May 1, 2003, which is the end of the period when the last rent was due. The court therefore orders that the defendants pay 10% interest on the amount of $211,875 from May 1, 2003 on.
As for the other allegations, the court finds that Tripodi's obligation to pay rent for the entire second-story office space, which included the location of C. Tripodi's jewelry business, subsumes any obligation that the jewelry business had to pay a separate rental. In addition, there was no significant evidence that Tripodi failed to account for rents from third-party tenants. Finally, the fact that Tadros's assignee obtained a judgment in the foreclosure case fuly remedies the claim that Tripodi failed to make mortgage payments. Accordingly, the court will enter judgment against the defendants and in favor of the real estate corporation in No. 0170898 in the amount of $211,875, plus interest.
III. CUTPA CLAIMS
In the third count of Nos. 0170896 and 0173032, Tadros and the professional corporation seek compensatory damages, punitive damages, and attorneys fees under the Connecticut Unfair Trade Practices Act (CUTPA), General Statutes § 42-110a et seq., for the misappropriation of funds and for Tripodi's alleged administration to patients of drugs not approved by the federal Food and Drug Administration (FDA). CUTPA, however, applies only to "the conduct of trade or commerce." General Statutes § 42-110b (a). Accordingly, CUTPA does not apply to employer-employee claims or disputes between partners. See Moran, Shuster, Carnigan Knierim v. August, 43 Conn. Sup. 431, 435-37, CT Page 10108 657 A.2d 736 (1994), aff'd. on other grounds, 232 Conn. 756, 657 A.2d 229 (1995); Quigley v. Kimberly Clark Corp., 28 Conn. App. 660, 669-71, 613 A.2d 838 (1992). By extension, CUTPA should not apply to claims, such as the misappropriation claims here, between principal shareholders of a closely held corporation.
The allegation that Tripodi used drugs that were not approved by the FDA is no different. Although the plaintiffs maintain that Tripodi's actions may subject Tadros or the professional corporation to suits by patients or enforcement action by the government, the claim is still one between principals in a closely held corporation and therefore not within the scope of CUTPA. Further, any damages are too speculative to satisfy the required proof of "ascertainable loss." General Statutes § 42-110g (a). See Parker v. Shaker Real Estate, Inc., 47 Conn. App. 489, 496, 705 A.2d 210 (1998). Accordingly, Tadros and the professional corporation may not recover under CUTPA.
IV. TORTIOUS INTERFERENCE, DERIVATIVE, AND BREACH OF FIDUCIARY DUTY CLAIMS BY TRIPODI
In No. 0170802, a one-count complaint, Middlebury Surgical, LLC, Tripodi's new professional corporation, seeks damages for tortious interference with its business relations. Its principal allegation is that, as a result of the manner in which Tadros moved out of the office, the plaintiff corporation was left with "an unfurnished and unequipped office and could not effectively conduct its business until such property could be replaced." (Complaint, ¶ 16.) In No. 0172403, Tripodi, in his capacity as an officer of the real estate corporation, alleges that Tadros effected the move in a disruptive manner, took furniture and other property belonging to the real estate corporation, and prevented the real estate corporation from entering into a fair lease arrangement with Tripodi. Tripodi accordingly seeks damages in count one as a derivative action under General Statutes § 33-720 for Tadros's alleged gross abuse of his discretion and authority, and in count two for breach of fiduciary duty.
Under General Statutes § 33-720 (1), a "`[d]erivative proceeding' means a civil suit in the right of a domestic corporation . . ."
The most compelling evidence related to these claims was the video taken of the office on January 25 and March 25, 2001. The video proved that Tadros left the office in good condition. The board of directors of the professional corporation resolved on December 27, 2000 to divide the office supplies, medical equipment, and furniture equally among the three shareholders. From all the evidence on this matter, the court concludes that the division came out substantially as contemplated. In general, the plaintiffs in these cases failed to prove that Tadros left the office in a condition in which they could not conduct their business or that the plaintiffs suffered any specific damages attributable to Tadros' actions.
Tripodi argues that the furniture and equipment actually belonged to the real estate corporation and that, because Alosco is not a shareholder, these items should have been divided into two, rather than three, equal shares. Tripodi, however, failed to establish that he did not approve of the December 27 resolution. Further, at trial, Tripodi appropriately withdrew any request to have the court attempt to sort through each of item of furniture and determine who should have received what.
There were, to be sure, disruptions to Tripodi's business caused by the change in telephone service and other utilities, the taking of Tripodi's daily appointment book, some patient files, and some surgical equipment, and the forwarding of Tripodi's mail to Attorney Mark Neikrie in Hartford, who was counsel for the corporation. Of course, even under the best of circumstances there is some inconvenience in a move of this nature. In fact, Tadros and Alosco experienced some disruptions to their new practice in the week after the move. Nevertheless, Tadros and Alosco should have made better arrangements for the change in Tripodi's phone service and other utilities and for Tripodi to pick up property, such as his appointment book, that was indisputably his. Tadros could also have put disputed property and furniture in storage, as suggested by Neikrie.
Tadros has now returned the patient files belonging to Tripodi. Further, Tripodi purchased replacement medical and office equipment by improperly taking a $24,000 loan from the real estate corporation without the approval of Tadros, who was the other director and officer of that corporation. The plaintiffs in these cases also failed to prove that Tadros was responsible for the failure of any particular mail to be forwarded, or that any particular delay in forwarding caused them damages.
Tadros apparently took some personal items of Tripodi such as a coffee machine and possibly a painting. Although this case is hardly a small claims matter, the court expects that Tadros will return any personal property of Tripodi forthwith, if he has not already done so.
Tripodi repaid the loan, but Tadros now claims that Tripodi should pay the real estate corporation interest on the $24,000. Tadros fails to allege this claim in any of his complaints. Therefore, the court awards no damages on this claim.
In addition, it was equally improper for Tadros to withdraw $19,300 from the real estate corporation in September 2001, without Tripodi's approval at the time. Although Tripodi no longer challenges the use of this money, he does claim that, after its withdrawal, the real estate corporation's account had insufficient finds, which in turn resulted in the imposition of service charges. The court finds that Tripodi's $24,000 loan and failure to pay rent were equally responsible for the insufficient funds, and therefore awards no damages on this claim. The court nonetheless strongly disapproves of the conduct of both parties in resorting to self-help.
The plaintiffs also failed to persuade the court of their allegation in No. 017082 that Tadros was responsible for the faxing to St. Mary's Hospital, where Tripodi performed surgery, of a newspaper article reporting the arrest of C. Tripodi for a forgery relating to the change in telephone service.
In general, moreover, the court credits the explanation of Tadros and Alosco that they had to move out of the office quickly because of a concern that the locks on their office would change. Undoubtedly, their recent discovery that the Tripodis had taken large amounts of money out of the business and changed corresponding computer records heightened their concern. Accordingly, the court does not find that the nature of Tadros's move constituted tortious interference with business relations, a gross abuse of discretion, or a breach of fiduciary duty.
The court also does not agree that Tadros prevented the real estate corporation from entering into a fair lease arrangement with Tripodi. As stated, Tadros's position that Tripodi pay the same rent as the professional corporation had paid for the same space was reasonable. Thus, there is no reason to believe that Tadros would have prevented Tripodi from entering a lease with the real estate corporation had Tripodi offered to pay an amount approximating the prior rent. In any event, this issue is now moot given that, as a result of the foreclosure sale, Tripodi has become the owner of the building.
For the foregoing reasons, the court finds for the defendant in Nos. 0170802 and 0172403.
V. TRIPODI'S CLAIMS CONCERNING TADROS'S INCOME WHILE ON DISABILITY AND FAILURE TO DISTRIBUTE INCOME RECEIVED AFTER BREAKUP
In No. 0172402, plaintiff Tripodi, as part of a derivative action on behalf of the professional corporation, alleges that Tadros, in two respects, acted in a fraudulent and dishonest manner and breached his fiduciary duty. First, Tripodi claims that Tadros received over $160,000 in income contrary to the disability provisions of his employment agreement. Second, Tripodi alleges that Tadros is responsible for the failure of the professional corporation to distribute income received after the breakup of the corporation on January 1, 2001.
There is no merit to the claim concerning disability income. Tadros was out of work between June 21, 1998 and August 17, 1998 — a period of approximately fifty-seven days — due to a broken ankle. After that date, Tadros returned to work but referred patients needing immediate surgery to Tripodi or Alosco. On or about November 6, 1998, Tadros resumed surgery. Throughout this time period, Tadros received his full salary.
The employment agreement in effect at the time provides that an "employee" — a term defined to refer to Tadros — shall continue to receive compensation for the first ninety days during which he is absent from work because of disability. The agreement further provides that an employee's employment shall terminate when the total number of disability days exceeds ninety in one year, or on the day when his "right to salary continuation under [the agreement] terminates . . ." (Plaintiffs' exhibit 80, pp. 5-6, § 5.) Although this language strongly suggests that both employment and the right to salary terminates after ninety days of absence due to disability, the fact remains that Tadros was out of work fewer than ninety days.
Further, the agreement also permits the corporation's board of directors, in its sole discretion, to continue the employee's employment after ninety days' absence. In October 1998, the corporation's board, which included Tripodi, agreed to extend Tadros's employment contract until June 1999. Thus, Tadros was fully entitled to receive his salary throughout this period.
Contrary to Tripodi's arguments, neither the employment agreement nor any other corporate document requires Tadros to remit any private disability insurance benefits he received during this period. The propriety of Tadros's receipt of disability insurance benefits during this period is therefore a matter to be raised, if at all, by the disability insurer. Nonetheless, while the insurer is not a party here and the disability policy is not in evidence, the court would expect, now that this issue has come to light, that Tadros would forthwith refund to the insurer any benefits he received to which he was not entitled.
There is no credible evidence to support Tripodi's second claim that Tadros instructed corporation counsel to withhold income or income-related information from Tripodi. Further, pursuant to meetings of the board of directors of the professional corporation, the board appointed Neikrie to distribute the corporation's assets, receive the corporation's mail, collect account receivables, and pay expenses. Neikrie has done so. The corporation has only a small balance left in its bank account and a greater amount in expenses to pay. Neikrie has asked all three shareholders for contributions to defray these expenses, but only Tadros and Alosco, and not Tripodi, have made contributions. On the occasions when a check has arrived in the mail attributable to Tripodi's work after January 1, 2001, Neikrie has forwarded it to Tripodi. Tripodi therefore has proven no fraudulent or dishonest behavior or breach of fiduciary duty on the part of Tadros either directly, or indirectly through the work of Neikrie, with respect to distribution of the corporation's income.
VI. CONCLUSION
In Nos. 0170896 and 0173032, judgment shall enter for the plaintiff professional corporation on count one in the amount of $876,985.27 and on count two in the amount of $2,630,955.81, plus interest as explained above. The plaintiff corporation shall not collect more than a total of $2,630,955.81 plus interest from the judgment on these four counts. The corporation shall distribute this revenue in accordance with federal, state, municipal law and its own legal documents and then wind up its affairs. Judgment shall enter for the defendants on count three in these two cases.
In No. 0170898, judgment shall enter for the plaintiff real estate corporation in the amount of $211,875, plus interest as explained above. The corporation shall distribute this revenue in accordance with federal, state, municipal law and its own legal documents and then wind up its affairs.
In Nos. 0170802, 0172402, and 0172403, judgment shall enter for the defendants. It is so ordered.
Carl J. Schuman Judge, Superior Court