Opinion
21-20025 Adv. Proc. 21-2006
06-25-2021
In re: MICHAEL JAMES DELEO, Debtor. v. ANTHONY VEGNANI Defendant. MICHAEL JAMES DELEO, Plaintiff,
Lee H. Bals, Bar No. 3412 David C. Johnson, Bar No. 9447 Trey R. Milam, Bar No. 6359 Attorneys for the Plaintiff MICHAEL JAMES DELEO MARCUS | CLEGG
Chapter 11
Lee H. Bals, Bar No. 3412 David C. Johnson, Bar No. 9447 Trey R. Milam, Bar No. 6359 Attorneys for the Plaintiff MICHAEL JAMES DELEO MARCUS | CLEGG
FIRST AMENDED COMPLAINT AND DEMAND FOR JURY TRIAL
Plaintiff Michael James Deleo ("Deleo"), by and through the undersigned counsel and pursuant to Federal Rule of Bankruptcy Procedure 7001 and D. Me. LBR 7001-1 et. seq., brings this First Amended Complaint (the "Complaint") against Defendant Anthony Vegnani ("Vegnani").
PARTIES
1. Plaintiff Michael James Deleo is a resident of town of Kennebunk, County of York, State of Maine.
2. Defendant Anthony Vegnani is a resident of Scituate, Massachusetts.
Jurisdiction and Venue
3. On February 5, 2021, Deleo filed a voluntary petition under Subchapter 5 of Chapter 11 of the United States Bankruptcy Code, 11 U.S.C. § 101 et. seq. (the "Code"), thereby commencing a Chapter 11 bankruptcy case (the "Chapter 11 Case") before this Court.
4. This Court has jurisdiction over this adversary proceeding pursuant to 28 U.S.C. §§ 157(a) and 1334(b), and D. Me. Civ. R. 83.6(a), pursuant to which all cases filed in Maine under the Code and civil proceedings arising under the Code or arising in or related to cases under the Code are referred to the bankruptcy judges of this district.
5. Venue of the Chapter 11 Case in this Court is proper pursuant to 28 U.S.C. § 1409(a).
6. Plaintiff Deleo does not consent to entry of final orders or judgment by the Court.
Factual Allegations
7. Plaintiff Deleo incorporated Mass. Medical Services, Inc. ("MMS") in November 1992. It was engaged in the business of scheduling and conducting independent medical evaluations for insurance companies.
8. MMS hired Defendant Vegnani to run its finances and operations.
9. In September 2014, with MMS on the verge of insolvency, it terminated Defendant Vegnani's employment.
10. Thereafter Defendant Vegnani sued both MMS and Plaintiff Deleo in Massachusetts State Court claiming both owed him compensation pursuant to the terms of an employment agreement.
11. Defendant Vegnani obtained a judgment against both MMS and Plaintiff Deleo in April 2018.
12. On January 18, 2018, Plaintiff Deleo entered into an employment agreement with Medlogix. Medlogix is a technology-driven, clinically based medical claims management provider.
13. On June 11, 2019, Defendant Vegnani sued Medlogix alleging that it is the successor to Mass. Medical Services, Inc. and liable to pay the Massachusetts judgment.
COUNT I
TORTIOUS INTERFERENCE WITH ADVANTAGEOUS BUSINESS RELATIONSHIP
14. Plaintiff Deleo repeats and realleges each and every allegation of paragraphs 1-13 as if fully set forth herein.
15. Plaintiff Deleo had an advantageous business relationship with Medlogix - namely an employee/employer relationship.
16. Defendant Vegnani knowingly induced Medlogix to forgo that business relationship between it and Plaintiff Deleo. That inducement took the form of Defendant Vegnani's lawsuit against Medlogix.
17. Medlogix furloughed Plaintiff Deleo in March of 2020, citing the economic slowdown caused by the COVID-19 pandemic.
18. Later in 2020, Medlogix informed Plaintiff Deleo that it would not lift the furlough until the litigation between Medlogix and Defendant Vegnani was resolved.
19. Evaluating his situation, Plaintiff Deleo realized he had two nonviable options and one viable: first, he could have waited out the litigation between Medlogix and Defendant Vegnani, not working and not generating any income for his family; second, he could have sought employment elsewhere and risked breaching his employment contract with Medlogix; and third, he could have resigned from his position with Medlogix and sought employment elsewhere, thereby freeing himself to generate income while reducing the risk of breaching his employment contract with Medlogix.
20. But for Defendant Vegnani's lawsuit against Medlogix, Medlogix would not have declined to lift the furlough and Plaintiff Deleo would not have been forced to resign from his employment with Medlogix.
21. Defendant Vegnani's lawsuit against Medlogix lacked probable cause when filed.
22. While Defendant Vegnani has asserted that MMS transferred all or substantially all of its assets to Medlogix, that Medlogix has expressly and/or impliedly assumed MMS liabilities, that Medlogix was the successor to MMS based on the doctrine of de facto merger, or that Medlogix hired Plaintiff Deleo in a fraudulent effort to avoid liability for Defendant Vegnani's judgment, there is no evidence to support these allegations.
23. In his deposition, Vegnani testified that he was not aware of any of the following facts:
(a) that payments were made to Medlogix after September 14, 2017 that should have been paid to MMS instead;
(b) that any cash was transferred from MMS to Medlogix at any time;
(c) that Medlogix had any authority over any bank accounts held by MMS;
(d) that MMS transferred any of its company-owned furniture to Medlogix after MMS' lease expired and Medlogix received any monies from the sale of MMS' furniture;
(e) that there are written documents that would legally obligate Medlogix to make any payments to any of MMS' creditors;
(f) that there is evidence that Medlogix intended to assume any of MMS' liabilities;
(g) that Medlogix had transferred all or substantially all of its assets to Medlogix;
(h) that there is evidence that Medlogix was the successor to MMS based on the doctrine of de facto merger; or
(i) that there is evidence that the transaction between Medlogix and Plaintiff Deleo constituted a fraudulent effort by MMS to transfer its assets to Medlogix to avoid liability for Vegnani's judgment.
24. In sum, Defendant Vegnani testified that he had no factual basis for his lawsuit against Medlogix.
25. Without any knowledge of any facts that would support his claims, Vegnani's primary purpose in initiating the lawsuit against Medlogix could not have been proper adjudication of those claims.
26. Defendant Vegnani's lawsuit against Medlogix was improper in motive and means and was brought solely with the wrongful purpose of destroying the business relationship between Plaintiff Deleo and Medlogix.
27. As a direct and proximate result of Defendant Vegnani's wrongful acts, the business relationship between Plaintiff DeLeo and Medlogix was destroyed, Plaintiff Deleo was unable to perform his employment obligations to Medlogix and Plaintiff Deleo has been damaged.
28. Defendant Vegnani's actions were motivated by ill will and a deliberate intent to harm Plaintiff DeLeo such that an award of punitive damages is appropriate.
WHEREFORE, Plaintiff Deleo prays for damages according to proof, for punitive damages, for his costs of suit incurred herein and for such other and further relief as the Court deems appropriate in the circumstances.
PLAINTIFF DEMANDS A TRIAL BY JURY