Complaint June 20, 2022 (2024)

 
Preview
 10ul121314151671819202122232425262728 KESSELMAN BRANTLY STOCKINGER LLPMAJED DAKAK (SBN 271875)mdakak@kbslaw.comRYAN DAVIS (SBN 308557)rdavis@kbslaw.com1230 Rosecrans Avenue, Suite 400Manhattan Beach, CA 90266Telephone: (310) 307-4555Facsimile: (310) 307-4570Attorneys for Plaintiffs,GHOLAMREZA VAFADOUSTE, M.D.,NARGES PAZOUKI, M.D., AND NRKB, LLCElectronically Filed6/20/2022 12:27 PMSuperior Court of CaliforniaCounty of StanislausClerk of the CourtBy: J uliette Bingham, Deputy$435 PAIDSUPERIOR COURT FOR THE STATE OF CALIFORNIASTANISLAUS COUNTYGHOLAMREZA VAFADOUSTE, M.D., anIndividual; NARGES PAZOUKI, M.D., anIndividual, and NRKB, LLC, a CaliforniaLimited Liability CompanyPlaintiffs,vs.FIRST CHOICE PHYSICIAN PARTNERS, aCalifornia Non-Profit Corporation;GREATER MODESTO MEDICALSURGICAL ASSOCIATES, INC., aCalifornia Corporation; TENETHEALTHCARE CORPORATION, a NevadaCorporation; and DOES 1 — 10, inclusive;Defendants. Case No. CV-22-002678COMPLAINT FOR:1. BREACH OF CONTRACT (LEASEAGREEMENTS)2. TORTIOUS INTERFERENCE WITHCONTRACT3. NEGLIGENT INTERFERENCE WITHCONTRACT4. BREACH OF CONTRACT(VAFADOUSTE EMPLOYMENTAGREEMENT)5. BREACH OF CONTRACT (PAZOUKIEMPLOYMENT AGREEMENT)6. TORTIOUS INTERFERENCE WITHCONTRACT7. NEGLIGENT INTERFERENCE WITHCONTRACT8. TORTIOUS INTERFERENCE WITHECONOMIC ADVANTAGE9. NEGLIGENT INTERFERENCE WITHCONTRACTDEMAND FOR JURY TRIAL(Demand over $25,000)This case nas been assigned to Juogeeeland, | ohn DDepanmiePt 232° a1 purposes ineucng Ts COMPLAINT10ul121314151671819202122232425262728Plaintiffs Gholamreza Vafadouste, M.D. (“Dr. Vafadouste”), Narges Pazouki, M.D.(“Dr. Pazouki’”), and NRKB, LLC (“Plaintiff Landlord,” collectively, “Plaintiffs”) hereby submitthis Complaint (“Complaint”) against Defendants First Choice Physician Partners (“DefendantLessee”), Greater Modesto Medical Surgical Associates, Inc. (“Defendant Modesto Medical”), andTenet Healthcare Corporation (“Defendant Tenet Health,” and collectively, “Defendants”) asfollows:THE PARTIES1. Dr. Vafadouste is a resident of California.2. Dr. Pazouki is a resident of California.3. Plaintiff Landlord is, and at all times herein mentioned was, a limited liabilitycompany organized and existing under the laws of the State of California.4. Defendant Lessee is, and at all times herein mentioned was, a non-profit corporationorganized and existing under the laws of the State of California. Defendant Tenant’s principaladdress is 1400 South Douglass Road, Suite 250, Anaheim, California 92806.5. Defendant Modesto Medical is, and at all times herein mentioned was, a corporationorganized and existing under the laws of the State of California. Modesto Medical’s principaladdress is 14201 Dallas Parkway, Dallas, Texas 75254.6. Defendant Tenet Health is, and at all times herein mentioned was, a corporationorganized and existing under the laws of the State of Nevada. Tenet Health’s principal address is14201 Dallas Parkway, Dallas, Texas 75254.7. Defendant Modesto Medical is a health care provider, and Defendant Lessee runs aseries of medical practices affiliated with Defendant Modesto Medical. Moreover, DefendantLessee and Defendant Modesto Medical are part of Defendant Tenet Health’s overall healthcaresystem.8. DOES | through 10, inclusive, whether individual, corporate, associate, or otherwiseare sued by these fictitious names and whose true names and capacities, at this time, are unknown toPlaintiff. Plaintiff is informed and believes and upon that basis alleges that at all times mentionedherein, each of Defendants sued herein as DOES | through 10 were the agent, servant, and/or2 COMPLAINT10ul121314151671819202122232425262728employee of his, her, or its co-Defendants, and in doing the things hereinafter mentioned was actingin the scope of his, her, or its authority as such agent, servant, or employee, and with thepermission, consent, or ratification of his, her, or its co-Defendants; and that each of said fictitiouslynamed Defendants, whether an individual, corporation, association, or otherwise, is in some wayliable or responsible to the Plaintiff on the facts hereinafter alleged, and caused injuries anddamages proximately thereby as hereinafter alleged. At such time as Defendants’ true namesbecome known to Plaintiff, Plaintiff will amend this Complaint to insert said names and capacities.JURISDICTION AND VENUE9. This Court has proper jurisdiction over Defendants because they reside and/orconduct business in California. Specifically, both Defendant Lessee and Defendant ModestoMedical are “domiciled” in California because they are California corporations. Moreover,Defendant Tenet Health conducts significant business in California, employs California citizens,and has California clients. Also, this action arises under California law and the amount incontroversy exceeds $25,000.10. Venue is proper under California Code of Civil Procedure § 395(a) because in anaction for breach of contract, venue is proper in the superior court in the county in which thecontract was entered, or the obligation was to be performed. Here, the agreements that form thebasis of Plaintiffs’ breach of contract claims are lease agreements and employment agreements. Allfour agreements contemplated performance in Stanislaus County. Specifically, under theemployment agreements, Dr. Vafadouste and Dr. Pazouki would perform medical services inTurlock, a city in Stanislaus County. Under the lease agreements, Defendant Lessee would rentpremises located in Turlock and Merced.BACKGROUND ALLEGATIONS11. Dr. Vafadouste is a board-certified cardiologist located in Turlock, California.Plaintiff Dr. Vafadouste has been in practice for over twenty years.12. Dr. Pazouki is a neurologist located in Turlock, California.13. Dr. Vafadouste and Dr. Pazouki are owners of Plaintiff Landlord. Plaintiff Landlordowns the real property commonly referred to as 2141 Colorado Avenue, Turlock, CA (the “Turlock3 COMPLAINT10ul121314151671819202122232425262728Property”) and the real property commonly referred to as 850 West Olive Avenue, Merced, CA (the“Merced Property”).14. On or about August 12, 2019, Dr. Vafadouste entered into a Physician EmploymentAgreement (the “Vafadouste Employment Agreement”) with Defendant Modesto Medical. A trueand correct copy of the Vafadouste Employment Agreement is attached hereto as Exhibit A. On orabout the same date, Dr. Pazouki entered into a Physician Employment Agreement (the “PazoukiEmployment Agreement”) with Defendant Modesto Medical. A true and correct copy of thePazouki Employment Agreement is attached hereto as Exhibit B. Collectively, the VafadousteEmployment Agreement and Pazouki Employment Agreement are sometimes referred to herein asthe Employment Agreements.15. The Employment Agreements have a three-year term.16. The Employment Agreements provide that Dr. Vafadouste and Dr. Pazouki wouldcare and treat patients at the Turlock Property and other clinic sites Defendant Modesto Medicalwould designate. [See, e.g., Ex. A at §1.] Alternatively, Defendant Modesto Medical has“reasonable discretion to consolidate and relocate clinics...upon consultation with [Dr. Vafadousteor Dr. Pazouki].” [/d.]17. The Employment Agreements also provide that, for the last two years of the term,Dr. Vafadouste and Dr. Pazouki would be paid exclusively based on their productivity, inaccordance with a productivity calculation. [Ex. A at §5.a-1.]18. Since entering into the Employment Agreement, Dr. Vafadouste has routinelyperformed services for Defendant Modesto Medical two clinics: one located at the Turlock Property(the “Turlock Clinic”), and another at the Merced Property (the “Merced Clinic”). Many ofDr. Vafadouste’s patients who receive care and treatment at the Merced Clinic do not have themeans or ability to travel to the Turlock Clinic. Meanwhile, Defendant Modesto Medical quicklytransferred Dr. Pazouki’s practice to a separate location at 1801 Colorado Avenue, Turlock, CA (the“Second Turlock Location”).19. On November 1, 2019, Plaintiff Landlord and Defendant Lessee entered into twoLease Agreements. One Lease Agreement was for a ten-year lease of the Turlock Property (the4 COMPLAINT10ul121314151671819202122232425262728“Turlock Lease Agreement”). A true and correct copy of the Turlock Lease Agreement is attachedas Exhibit C. The second Lease Agreement was for a ten-year lease of the Merced Property (the“Merced Lease Agreement,” and collectively, the “Lease Agreements”). A true and correct copy ofthe Merced Lease Agreement is attached hereto as Exhibit D.20. Both Lease Agreements include a provision providing that, in the event PlaintiffLandlord fails for more than 15 days to reimburse Defendant Lessee for any amounts owed underthe Lease Agreements, then Defendant Lessee’s sole contractual remedy is to deduct such amount,plus interest, from its subsequent rent payments owed under the relevant Lease Agreement. [See,e.g., Ex. C at §11.4.]21. A dispute arose between Plaintiff Landlord and Defendant Lessee as to whetherPlaintiff Landlord should refund to Defendant Lessee certain payments made under the LeaseAgreements by Defendant Lessee. On May 24, 2022, rather than sue Plaintiff Landlord for breachof the Lease Agreements or deduct the amounts at dispute from rent owed pursuant to the LeaseAgreements, Defendant Lessee (through Defendant Tenet Health) advised Plaintiff Landlord itwould wrongfully vacate the Turlock Property and Merced Property in breach of the LeaseAgreements unless Plaintiff Landlord signed lease amendments that would require PlaintiffLandlord to pay Defendant Lessee $87,969.97. Even worse, Defendant Lessee and DefendantTenet Health provided Plaintiff Landlord only 7 days to even consider their demand. This demandwas clearly a pretext for Defendant Lessee to vacate the Turlock and Merced Properties, asDefendants Greater Modesto — which Plaintiffs are informed and believe is a related entity toDefendant Lessee and Defendant Tenet Health — wished to relocate the Turlock Clinic to theSecond Turlock Location and close the Merced Clinic entirely. Plaintiffs are further informed andbelieve the intent of relocating the Turlock Clinic and closing the Merced Clinic is to reduceavailable services to patients such that those patients will have to seek more expensive treatment atnearby hospitals that are affiliated with Defendants.22. Plaintiff Landlord refused to sign the proposed lease amendments. In response,Defendant Lessee vacated the Turlock Property and relocated the Turlock Clinic to the SecondTurlock Location. Consistent with Defendants’ intent to drive patients to seek treatment at hospitals5 COMPLAINT10ul121314151671819202122232425262728affiliated with Defendants instead of at the Turlock Clinic, the Second Turlock Location is entirelyunsuitable for the cardiologist practice operated at the Turlock Clinic and is not currently suitable tohold both Dr. Pazouki’s neurology practice and Dr. Vafadouste’s cardiology practice. As a result,patients are being forced to seek care at hospitals affiliated with Defendant Tenet Health. When apatient receives testing and care at a hospital, they pay facility fees to the hospital. These fees arenot charged, however, when a patient receives care in an outpatient setting like Dr. Vafadouste’sclinics. So not only is Defendant Tenet Health lining its own pocket, it is also harming(a) Dr. Vafadouste’s and Dr. Pazouki’s businesses because their salaries from Defendant ModestoMedical is entirely dependent on their productivity, (b) Dr. Vafadouste’s and Dr. Pazouki’srelationships with their patients, and (c) patients in the area.FIRST CAUSE OF ACTION(BREACH OF CONTRACT (LEASE AGREEMENTS)BY PLAINTIFF LANDLORD AGAINST DEFENDANT LESSEE)23. Plaintiffs hereby incorporate by reference the allegations contained in paragraphs 1through 22, as though fully set forth at length.24. On November 1, 2019, Plaintiff Landlord and Defendant Lessee entered into theLease Agreements.25. Plaintiff Landlord has performed all, or substantially all, of the conditions,covenants, and promises required of it to be performed in accordance with the terms and conditionsof the written agreements.26. Defendant Lessee has breached the Lease Agreements.27. Plaintiff Landlord was and is being harmed by Defendant Lessee’s breach.28. As a direct result of Defendant Lessee’s breach, Plaintiff Landlord has been damagedin an amount to be determined at trial, exceeding the jurisdictional minimum.//1//1//1//16 COMPLAINT10ul121314151671819202122232425262728SECOND CAUSE OF ACTION(TORTIOUS INTERFERENCE WITH CONTRACTBY PLAINTIFF LANDLORD AGAINST DEFENDANT MODESTO MEDICAL,DEFENDANT TENET HEALTH, AND DOES 1 — 5)29. Plaintiffs hereby incorporate by reference the allegations contained in paragraphs 1through 28, as though fully set forth at length.30. Plaintiff Landlord entered into a contract with Defendant Lessee.31. Defendant Modesto Medical and Defendant Tenet Health knew of PlaintiffLandlord’s contract with Defendant Lessee.32. Defendant Modesto Medical and Defendant Tenet Health committed intentional actsdesigned to induce a breach or disruption of Plaintiff Landlord’s contract with Defendant Lessee.33. Plaintiff Landlord’s contract with Defendant Lessee was, in fact, breached ordisrupted as a result of Defendant Modesto Medical’s and Defendant Tenet Health’s conduct.34. Plaintiff Landlord suffered damages as a result of Defendant Modesto Medical’s andDefendant Tenet Health’s conduct, in an amount to be proven at trial.35. Defendant Modesto Medical and Defendant Tenet Health committed the acts allegedherein with malice, oppression, and fraud, entitling Plaintiff Landlord to exemplary and punitivedamages.THIRD CAUSE OF ACTION(NEGLIGENT INTERFERENCE WITH CONTRACTBY PLAINTIFF LANDLORD AGAINST DEFENDANT MODESTO MEDICAL,DEFENDANT TENET HEALTH, AND DOES 1 — 5)36. Plaintiffs hereby incorporate by reference the allegations contained in paragraphs 1through 35, as though fully set forth at length.37. Plaintiff Landlord entered into a contract with Defendant Lessee.38. Defendant Modesto Medical and Defendant Tenet Health knew, or should haveknown, of Plaintiff Landlord’s contract with Defendant Lessee.39. Defendant Modesto Medical and Defendant Tenet Health knew or should have7 COMPLAINT10ul121314151671819202122232425262728known Plaintiff Landlord’s contract with Defendant Lessee would be breached or disrupted if theyfailed to act with reasonable care.40. Defendant Modesto Medical and Defendant Tenet Health failed to act withreasonable care.41. Plaintiff Landlord’s contract with Defendant Lessee was, in fact, breached ordisrupted as a result of Defendant Modesto Medical’s and Defendant Tenet Health’s conduct.42. Plaintiff Landlord suffered damages as a result of Defendant Modesto Medical’s andDefendant Tenet Health’s conduct, in an amount to be proven at trial.FOURTH CAUSE OF ACTION(BREACH OF CONTRACT (EMPLOYMENT AGREEMENT)BY DR. VAFADOUSTE AGAINST DEFENDANT MODESTO MEDICAL)43. Plaintiffs hereby incorporate by reference the allegations contained in paragraphs 1through 42, as though fully set forth at length.44, Dr. Vafadouste and Defendant Modesto Medical entered into the VafadousteEmployment Agreement.45. Dr. Vafadouste has performed all, or substantially all, of the conditions, covenants,and promises required of him to be performed in accordance with the terms and conditions of thewritten agreement.46. Defendant Modesto Medical has breached the Vafadouste Employment Agreement.47. Dr. Vafadouste was and is being harmed by Defendant Modesto Medical’s breach.48. As a direct result of Defendant Modesto Medical’s breach, Dr. Vafadouste has beendamaged in an amount to be determined at trial, exceeding the jurisdictional minimum.FIFTH CAUSE OF ACTION(BREACH OF CONTRACT (EMPLOYMENT AGREEMENT)BY DR. PAZOUKI AGAINST DEFENDANT MODESTO MEDICAL)49. Plaintiffs hereby incorporate by reference the allegations contained in paragraphs 1through 48, as though fully set forth at length.8 COMPLAINT10ul12131415167181920212223242526272850. Dr. Pazouki and Defendant Modesto Medical entered into the Pazouki EmploymentAgreement.51. Dr. Pazouki has performed all, or substantially all, of the conditions, covenants, andpromises required of her to be performed in accordance with the terms and conditions of the writtenagreement.52. Defendant Modesto Medical has breached the Pazouki Employment Agreement.53. Dr. Pazouki was and is being harmed by Defendant Modesto Medical’s breach.54, As a direct result of Defendant Modesto Medical’s breach, Dr. Pazouki has beendamaged in an amount to be determined at trial, exceeding the jurisdictional minimum.SIXTH CAUSE OF ACTION(TORTIOUS INTERFERENCE WITH CONTRACTBY DR. VAFADOUSTE AND DR. PAZOUKI AGAINST DEFENDANT LESSEE,DEFENDANT TENET HEALTH, AND DOES 6 — 10)55. Plaintiffs hereby incorporate by reference the allegations contained in paragraphs 1through 54, as though fully set forth at length.56. Dr. Vafadouste and Dr. Pazouki entered into contracts with Defendant ModestoMedical.57. Defendant Lessee and Defendant Tenet Health knew of Dr. Vafadouste’s andDr. Pazouki’s contract with Defendant Modesto Medical.58. Defendant Lessee and Defendant Tenet Health committed intentional acts designedto induce a breach or disruption of Dr. Vafadouste’s and Dr. Pazouki’s contracts with DefendantModesto Medical.59. Dr. Vafadouste’s and Dr. Pazouki’s contracts with Defendant Modesto Medicalwere, in fact, breached or disrupted as a result of Defendant Lessee’s and Defendant Tenet Health’sconduct.60. Dr. Vafadouste and Dr. Pazouki suffered damages as a result of Defendant Lessee’sand Defendant Tenet Health’s conduct, in an amount to be proven at trial.6l. Defendant Lessee and Defendant Tenet Health committed the acts alleged herein9 COMPLAINT10ul121314151671819202122232425262728with malice, oppression, and fraud, entitling Dr. Vafadouste and Dr. Pazouki to exemplary andpunitive damages.SEVENTH CAUSE OF ACTION(NEGLIGENT INTERFERENCE WITH CONTRACTBY DR. VAFADOUSTE AND DR. PAZOUKI AGAINST DEFENDANT LESSEE,DEFENDANT TENET HEALTH, AND DOES 6 — 10)62. Plaintiffs hereby incorporate by reference the allegations contained in paragraphs 1through 61, as though fully set forth at length.63. Dr. Vafadouste and Dr. Pazouki entered into contracts with Defendant ModestoMedical.64. Defendant Lessee and Defendant Tenet Health knew or should have known ofDr. Vafadouste’s and Dr. Pazouki’s contracts with Defendant Modesto Medical.65. Defendant Lessee and Defendant Tenet Health knew or should have knownDr. Vafadouste’s and Dr. Pazouki’s contracts with Defendant Modesto Medical would be breachedor disrupted if they failed to act with reasonable care.66. Defendant Lessee and Defendant Tenet Health failed to act with reasonable care.67. Dr. Vafadouste’s and Dr. Pazouki’s contracts with Defendant Modesto Medicalwere, in fact, breached or disrupted as a result of Defendant Lessee’s and Defendant Tenet Health’sconduct.68. Dr. Vafadouste and Dr. Pazouki suffered damages as a result of Defendant Lessee’sand Defendant Tenet Health’s conduct, in an amount to be proven at trial.EIGHTH CAUSE OF ACTION(TORTIOUS INTERFERENCE WITH ECONOMIC ADVANTAGEBY DR. VAFADOUSTE AND DR. PAZOUKI AGAINST DEFENDANT LESSEE,DEFENDANT TENET HEALTH, AND DOES 6 — 10)69. Plaintiffs hereby incorporate by reference the allegations contained in paragraphs 1through 68, as though fully set forth at length.70. Dr. Vafadouste and Dr. Pazouki were engaged in economic relationships with third10 COMPLAINT10ul121314151671819202122232425262728parties, with the probability of future economic benefit to Dr. Vafadouste and Dr. Pazouki.71. Defendant Lessee and Defendant Tenet Health knew of Dr. Vafadouste’s andDr. Pazouki’s aforementioned economic relationships.72. Defendant Lessee and Defendant Tenet Health committed intentional acts designedto disrupt Dr. Vafadouste’s and Dr. Pazouki’s aforementioned economic relationships.73. Dr. Vafadouste’s and Dr. Pazouki’s aforementioned economic relationships were, infact, disrupted as a result of Defendant Lessee’s and Defendant Tenet Health’s conduct.74. Dr. Vafadouste and Dr. Pazouki suffered damages as a result of Defendant Lessee’sand Defendant Tenet Health’s conduct, in an amount to be proven at trial.75. Defendant Lessee and Defendant Tenet Health committed the acts alleged hereinwith malice, oppression, and fraud, entitling Dr. Vafadouste and Dr. Pazouki to exemplary andpunitive damages.NINTH CAUSE OF ACTION(NEGLIGENT INTERFERENCE WITH ECONOMIC ADVANTAGEBY DR. VAFADOUSTE AND DR. PAZOUKI AGAINST DEFENDANT LESSEE,DEFENDANT TENET HEALTH, AND DOES 6 — 10)76. Plaintiffs hereby incorporate by reference the allegations contained in paragraphs 1through 75, as though fully set forth at length.77. Dr. Vafadouste and Dr. Pazouki were engaged in economic relationships with thirdparties, with the probability of future economic benefit to Dr. Vafadouste and Dr. Pazouki.78. Defendant Lessee and Defendant Tenet Health knew or should have known ofDr. Vafadouste’s and Dr. Pazouki’s aforementioned economic relationships.79. Defendant Lessee and Defendant Tenet Health knew or should have knownDr. Vafadouste’s and Dr. Pazouki’s aforementioned economic relationships would be disrupted ifthey failed to act with reasonable care.80. Defendant Lessee and Defendant Tenet Health failed to act with reasonable care.81. Dr. Vafadouste’s and Dr. Pazouki’s aforementioned economic relationships were, infact, disrupted as a result of Defendant Lessee’s and Defendant Tenet Health’s conduct.ll COMPLAINT10ul12131415167181920212223242526272882. Dr. Vafadouste and Dr. Pazouki suffered damages as a result of Defendant Lessee’sand Defendant Tenet Health’s conduct, in an amount to be proven at trial.PRAYERWHEREFORE, Plaintiffs pray for judgment against Defendants as follows:ON THE FIRST CAUSE OF ACTION FOR BREACH OF CONTRACT (LEASEAGREEMENTS) BY PLAINTIFF LANDLORD AGAINST DEFENDANT LESSEE1. For compensatory damages in an amount to be determined at trial;2. For statutory interest from the date of breach, to be proven at trial;3. For costs of suit;4. For reasonable attorney’s fees; and5. For such other and further relief as the Court deems proper.ON THE SECOND CAUSE OF ACTION FOR TORTIOUS INTERFERENCE WITHCONTRACT BY PLAINTIFF LANDLORD AGAINST DEFENDANT MODESTOMEDICAL, DEFENDANT TENET HEALTH, AND DOES 1-51. For compensatory damages in an amount to be determined at trial;2. For statutory interest from the date of the wrongful conduct, to be proven at trial;3. For punitive damages;4. For costs of suit; and5. For such other and further relief as the Court deems proper.ON THE THIRD CAUSE OF ACTION FOR NEGLIGENT INTERFERENCE WITHCONTRACT BY PLAINTIFF LANDLORD AGAINST DEFENDANT MODESTOMEDICAL, DEFENDANT TENET HEALTH, AND DOES 1-51. For compensatory damages in an amount to be determined at trial;2. For statutory interest from the date of the wrongful conduct, to be proven at trial;3. For costs of suit; and4. For such other and further relief as the Court deems proper.//1//112 COMPLAINT10ul121314151671819202122232425262728ON THE FOURTH CAUSE OF ACTION FOR BREACH OF CONTRACT (VAFADOUSTEEMPLOYMENT AGREEMENT) BY DR. VAFADOUSTE AGAINST DEFENDANTMODESTO MEDICAL1. For compensatory damages in an amount to be determined at trial;2. For statutory interest from the date of breach, to be proven at trial;3. For costs of suit;4. For reasonable attorney’s fees; and5. For such other and further relief as the Court deems proper.ON THE FIFTH CAUSE OF ACTION FOR BREACH OF CONTRACT (PAZOUKIEMPLOYMENT AGREEMENT) BY DR. PAZOUKI AGAINST DEFENDANT MODESTOMEDICAL1. For compensatory damages in an amount to be determined at trial;2. For statutory interest from the date of breach, to be proven at trial;3. For costs of suit;4. For reasonable attorney’s fees; and5. For such other and further relief as the Court deems proper.ON THE SIXTH CAUSE OF ACTION FOR TORTIOUS INTERFERENCE WITHCONTRACT BY DR. VAFADOUSTE AND DR. PAZOUKI AGAINST DEFENDANTLESSEE, DEFENDANT TENET HEALTH, AND DOES 6-101. For compensatory damages in an amount to be determined at trial;2. For statutory interest from the date of the wrongful conduct, to be proven at trial;3. For punitive damages;4. For costs of suit; and5. For such other and further relief as the Court deems proper.ON THE SEVENTH CAUSE OF ACTION FOR NEGLIGENT INTERFERENCE WITHCONTRACT BY DR. VAFADOUSTE AND DR. PAZOUKI AGAINST DEFENDANTLESSEE, DEFENDANT TENET HEALTH, AND DOES 6-101. For compensatory damages in an amount to be determined at trial;13 COMPLAINT10ul1213141516718192021222324252627282. For statutory interest from the date of the wrongful conduct, to be proven at trial;3. For costs of suit; and4. For such other and further relief as the Court deems proper.ON THE EIGHTH CAUSE OF ACTION FOR TORTIOUS INTERFERENCE WITHECONOMIC ADVANTAGE BY DR. VAFADOUSTE AND DR. PAZOUKI AGAINSTDEFENDANT LESSEE, DEFENDANT TENET HEALTH, AND DOES 6-101. For compensatory damages in an amount to be determined at trial;2. For statutory interest from the date of the wrongful conduct, to be proven at trial;3. For punitive damages;4. For costs of suit; and5. For such other and further relief as the Court deems proper.ON THE NINTH CAUSE OF ACTION FOR NEGLIGENT INTERFERENCE WITHECONOMIC ADVANTAGE BY DR. VAFADOUSTE AND DR. PAZOUKI AGAINSTDEFENDANT LESSEE, DEFENDANT TENET HEALTH, AND DOES 6 - 101. For compensatory damages in an amount to be determined at trial;2. For statutory interest from the date of the wrongful conduct, to be proven at trial;3. For costs of suit; and4. For such other and further relief as the Court deems proper.DATED: June 20, 2022 KESSELMAN BRANTLY STOCKINGER LLPMAJED DAKAKRYAN DAVISow Mie (puMajed DakakAttorney for PlaintiffsGHOLAMREZA VAFADOUSTE, M.D., NARGESPAZOUKI, M.D., and NRKB, LLC14 COMPLAINT10ul121314151671819202122232425262728DEMAND FOR JURY TRIALPlaintiffs hereby demand trial by jury.DATED: June 20, 2022 KESSELMAN BRANTLY STOCKINGER LLPMAJED DAKAKRYAN DAVISredBy: baMajed DakakAttorney for PlaintiffsGHOLAMREZA VAFADOUSTE, M.D., NARGESPAZOUKI, M.D., and NRKB, LLC15 COMPLAINTEXHIBIT APHY SICIAN EMPLOY MENT AGREEMENTBY AND BETWEENGREATER MODESTO MEDICAL SURGICAL ASSOCIATES, INC.ANDGHOLAMREZA VAFADOUSTE, M.D.PHY SICIAN EMPLOY MENT AGREEMENTTHIS PHYSICIAN EMPLOYMENT AGREEMENT (“Agreement”) is made and entered into asof the later of August12___, 2019, or the execution of the Agreement by both parties (the “EffectiveDate”) by and between Greater Modesto Medical Surgical Associates, Inc. (“Employer”) andGholamreza V afadouste, M.D. (“Physician”). RECITALS:A. Employer provides for the care and treatment of patients at one or more clinicslocated in Turlock, California (the “Area’”’), and Employer desires Physician to provide physicianservices at one or more of such clinics in the Area.B. Physician is or will be licensed to practice medicine prior to the CommencementDate (as defined in Section 2 below) in the State of California (“State”), is qualified in the specialtyof Cardiology: Noninvasive (“Specialty”), and desires to become a bona fide employee ofEmployer under the terms and conditions outlined below and is willing to provide such Specialtyservices.Cc. Employer desires to employ Physician under the terms and conditions outlinedbelow.AGREEMENTIn consideration of the above recitals, which are incorporated herein, and the mutualagreements set forth herein, the parties hereto agree as follows:1. EMPLOYMENT. Employer hereby employs Physician for the practice of medicinein the care and treatment of patients at 2141 Colorado Avenue Turlock, Califomia or at such otherclinic sites in the Area as Employer may designate (collectively referred to as the “Practice Sites”).Itis expressly understood and agreed Employer shall have reasonable discretion to consolidate andrelocate clinics operated or staffed by Employer in the Area and to redesignate Practice Sitesserved by Physician from time to time, upon consultation with Physician. Physician shall besubject to Employer’s employment policies, directives, rules and regulations (“EmployerPolicies”) as promulgated by Employer from time to time, including, but not limited to, thosepertaining to employees; provided, however, in the event of any inconsistency between theEmployer Policies and this Agreement, the provisions of this Agreement shall prevail. Physicianshall retain the right to exercise Physician’s independent medical judgment in providing care andtreatment to patients.2. TERM. The term of this Agreement (“Term”) shall be for a period commencing asof “Commencement Date” and ending the last calendar day of the month three (3) years after theCommencement Date. For purposes of this Agreement, “Commencement Date” shall mean theday Physician becomes credentialed and a member of all the managed care plans listed in Schedule2 attached hereto and meets all employment criteria established by Employer or at such other timeas mutually agreed to by the parties. Commencement Date will be confirmed in a writing signedby both parties. As used herein, an “Employment Year” shall mean the annual period beginningon the Commencement Date and each annual period thereafter; provided, however, ifCommencement Date falls on a date other than the first day of a calendar month, “EmploymentYear One” shall then include the first partial calendar month of employment beginning on theCommencement Date and the twelve full calendar months thereafter. Subsequent EmploymentY ears shall be the annual periods following the conclusion of Employment Y ear One. Further, ifCommencement Date falls on a date other than the first of the calendar month, then “Month One”of Term shall include the first partial and first full calendar month of employment.3. PHYSICIAN’S OBLIGATIONS.a. Use of Premises. Physician shall use the Practice Sites as designated byEmployer exclusively for the practice of medicine in the care and treatment of patients and shallcomply with all applicable federal, state, and local laws, rules and regulations.b. Medical Practice. Physician shall engage in the practice of medicine on afull-time basis exclusively as an exempt employee of Employer, subject to time off discussed inSchedule _6.a. (the “Practice”) and provide the duties and responsibilities set forth in thisAgreement and in Schedule 3.b. attached hereto and incorporated herein by reference. In addition,Physician shall be responsible for a proportionate amount of after-hours, holiday and weekend callcoverage for the Practice Sites, which shall be sufficient to serve the Practice Sites’ patients in ahigh quality, professional manner. Except as otherwise provided herein, while this A greement isin effect, Physician shall not enter into any other physician employment contract or otherwiseengage in the practice of medicine, directly or indirectly, except as Employer’s employee.Physician acknowledges employees in the Practice Site are under the direct supervision ofEmployer and/or Employer’s designated management staff, for non-clinical services and humanresource matters.Cc. Professional Qualifications. Physician shall be and remain duly licensedto practice medicine in the State. Upon request of Employer throughout Term, Physician, atEmployer’s expense, shall obtain a self-query report from the National Practitioner Data Bank(NPDB) and provide a copy of same to Employer or its designee.d. Medical Staff Privileges. Physician shall obtain and maintain in goodstanding such medical staff membership and privileges as required by the medical staff bylaws ofeach hospital and/or facility at which Employer requires Physician to maintain medical staffmembership and privileges. Physician shall obtain and maintain, in good standing, medical staffmembership and appropriate privileges based on Physician’s Specialty and services to be providedunder this Agreement, at Emanuel Medical Center (“Hospital”). Any action taken with respect toPhysician’s medical staff privileges shall be solely within the prerogative of Hospital or its medicalstaffe. Identifiers. Physician will obtain and/or maintain an Individual MedicareProvider Number and a National Provider Identifier (“NPI”) number prior to Commencement Dateand throughout Term.f. Managed Care Organizations and Government Programs. For and onbehalf of Physician, Employer or its designee shall have the sole and exclusive right and authorityto enter into contractual relationships with HMOs, IPAs, PPOs, PHOs, employer groups, providernetworks and other managed care organizations (collectively “Managed Care Organizations”).Physician shall provide the same quality of care to patients from Managed Care Organizations asis provided to other patients in the Practice. Upon request from Employer or its designee,Physician shall execute Managed Care Organization documents as “provider” if deemed necessaryor advisable by Employer. Physician shall not contract with any Managed Care Organizationwithout Employer’s prior written consent in each instance. Additionally, for and on behalf ofPhysician, Employer shall have the sole and exclusive right and authority to complete anyhealthcare payor enrollment applications on behalf of Physician and Physician agrees to grantEmployer access to enrollment systems to facilitate same.g. Professional Fees. Employer or its designee shall have the exclusive rightand authority to set, collect and retain all fees, including professional fees, to be charged to patientsof the Practice. All professional fees generated by Physician (including, without limitation,capitated risk pool fees, professional retainer fees, honoraria, medical director fees, clinicalresearch payments, professional consulting and teaching fees, on-call fees, incentive paymentsfrom the government for implementing electronic health record (“EHR") technology, sharedsavings, and fees for expert testimony, but excluding Physician’s private investment and non-professional income) while an employee of Employer, including both cash collections andaccounts receivable, will be the sole and exclusive property of Employer or its designee, whetherreceived by Employer or by Physician and whether received during the Term or any timethereafter. Physician hereby assigns all rights to said fees and accounts to Employer or its designeeand shall execute all documents required from time to time by Employer or its designee andotherwise fully cooperate with Employer or its designee to enable Employer or its designee tocollect accounts from patients and third party payors. Notwithstanding the foregoing, Employerhereby agrees Physician may retain any fees which may be related to those certain activities setforth on Schedule 3.g. attached hereto and made a part hereof (“Outside Activities”) or fromadditional Outside Activities with prior written approval of Employer, subject to the followingrequirements: (1) Outside A ctivities must be performed by Physician on Physician’s own time; (2)Outside Activities must not interfere with the performance of Physician’s duties under thisAgreement, or result in diminution in the quality or amount of Physician’s service to Employerunder this Agreement; (3) Physician may not hold Physician out as Employer’s employee whileengaged in Outside Activities; (4) Physician agrees to indemnify, defend and hold harmlessEmployer for any claims, causes of action, damages, losses, attorney’s fees, etc., Employer mayincur as a result of the Outside Activities; (5) Physician must obtain and maintain a separatemalpractice policy because Physician will not be covered by Employer’s policy when engaged inOutside A ctivities as they are outside the scope of employment; (6) Physician may not utilize anycompany assets, employees, services, etc., while performing Outside Activities and will notperform such Outside Activities on Employer’s premises or while performing services on behalfof Employer; and (7) Physician shall be solely responsible for any applicable federal, state, andlocal income tax, self-employment tax, and all other taxes related to income generated by Physicianfor Physician’s own account in accordance with Outside Activities.h. Authorization to Release Information. Physician hereby authorizesManaged Care Organizations, government programs, hospitals and other third parties to release toEmployer and its agents any information requested by Employer or its agents from time to timerelating to Physician’s professional qualifications or competency. Physician agrees to execute theAuthorization to Release Information in the form set forth in Schedule 3.h. attached hereto andincorporated herein by reference and to execute all other documents required by Employer fromtime to time and to otherwise fully cooperate with Employer to enable Employer and its agents toobtain such information from third parties.i. Additional Physicians. Employer and Physician agree as an essential termof this A greement that it is the intent of the parties to develop a comprehensive medical practice.It is further understood Employer intends to negotiate and enter into employment relationshipswith additional qualified physicians. Physician agrees to use best efforts to forge and establish anongoing relationship and team approach with such additional physicians for the fumishing ofprofessional medical and related services to patients.j. Use of Electronic Health Records. Physician hereby agrees to use allelectronic health records, electronic prescribing, voice recognition dictation, and any otherelectronic or automation acquired and implemented by Employer. Moreover, as applicable atHospital, Physician will: utilize Computerized Provider Order Entry; enter all orders in Hospital’selectronic health record; and do what is necessary to comply with the meaningful use provision ofthe HITECH Act including, but not limited to, entering orders, performing medicationreconciliation, viewing results and nursing documentation, and performing electronic physiciandocumentation, if available.k. Coding Compliance. Timely, accurate and thorough medical recorddocumentation is Physician’s responsibility. It is Physician’s responsibility to accurately codePhysician's services with CPT, HCPS, modifiers, ICD-10 codes, or diagnoses in narrative,for accurate reporting to patients and third party payors. Physician understands submitted codeswill represent the services are medically necessary, delivered and documented. Physician agreesto comply with Employer’s compliance policies and procedures, including those related todocumentation and billing, and to use Physician’s best efforts to accurately code Physician’sservices with the goal of attaining and maintaining a coding error rate of no more than five percent(5%). Physician will participate incoding compliance training, education and auditprograms. Upon initial employment, Employer or its designee will perform a codingaudit covering the first 30 days following Commencement Date. A coding improvement plan willbe developed to address error identified in the audit. If Physician’s coding error rate exceeds fivepercent (5%), the plan will include re-audit within three (3) to six (6) months with re-audit untilan error rate of five percent (5%) or less is achieved. Thereafter, Physician may be selected foraudit on a random basis. Compensation (as set forth in Schedule 5.a. attached) will be reduced bythe actual amount of compensation eamed by or attributed to Physician due to Physician’s codingerrors.4. SPACE AND SupporT. Employer orits designee shall provide Physician with officeand clinic space, equipment, supplies, and personnel at the Practice Sites (or, in the case of certainsupport services, at other locations) as Employer or its designee determines to be necessary, afterconsultation with Physician, to enable Physician to provide medical services to patients consistentwith recognized medical standards. Physician will utilize only equipment and supplies providedby Employer in the Practice Site and will not order additional equipment and supplies withoutEmployer’s prior consent.5. PHYSICIAN’S COMPENSATION.a. Compensation. Physician shall be compensated as stated in Schedule 5.a.,attached hereto.b. Additional Payments. In addition to the compensation in Schedule 5.a.Physician shall be entitled to the following additional payments (“Additional Payments”): (1) — Sign-on Bonus. Physician shall be paid a one-time Sign-On Bonusof Twenty-Five Thousand and No/100 Dollars ($25,000.00). Such bonus shall be paid withinthirty (30) days from Commencement Date.Cc. Early Termination. Should Employer terminate Physician for cause underSection 8.a. below (with the exception of Section 8.a.(ii)) or Physician voluntarily terminatesemployment within twelve (12) months of Commencement Date, Physician will be required to re-pay Employer in full for any Additional Payments. Should Employer terminate Physician forcause under Section 8.a. below (with the exception of Section 8.a.(ii) below) or Physicianvoluntarily terminates employment at any time after the first twelve (12) months fromCommencement Date, Physician will be required to re-pay Employer a pro rata portion of anyAdditional Payments based on the number of months remaining during the Term divided by thenumber of months in the Term. For example, assuming a three (3) year or thirty-six (36) monthterm, Additional Payments of $30,000, and Physician voluntarily terminated employment in monthtwenty-four (24) of Agreement, Physician would be obligated to re-pay Employer $10,000 (i.e.,$30,000 total Additional Payments multiplied by the quotient of 12 months remaining in the Termdivided by 36 total months in the Term) ($30,000 x 12/36 = $10,000). Further, Physician agreesEmployer may deduct the repayment amount due Employer from Physician’s final pay periodsincluding accrued benefits, if any. To the extent additional amounts are still owed, Employer andPhysician agree any remaining repayment amount shall be paid by Physician in six (6) equalmonthly installments or as otherwise agreed to by the Parties in writing.6. PHYSICIAN’S BENEFITS. Physician will receive employee benefits only asprovided in this Agreement. Benefits are subject to amendment from time to time by Employer.a. General Benefits. Physician shall receive those general benefits describedin Schedule 6.a. attached hereto and incorporated herein by reference. Benefits are subject to theterms of the plan documents or insurance contracts, as applicable, and may be changed at thediscretion of Employer. To the extent Employer’s benefit plans allow, Physician may be givencredit (as established by Employer) for prior service with Practice for eligibility and vestingpurposes (but not benefit accrual purposes) under Employer’s benefit plans in which Physician iseligible for and offered participation as described in Schedule 6.a.b. Seminars, Professional Dues and Subscriptions, Etc. Physician shall beentitled to attend medical seminars paid for or reimbursed by Employer, so long as they areapproved in advance by Employer. All related seminar expenses such as travel, meals, and lodgingshall be in accordance with and limited by Tenet policy which in most cases requires submissionof actual receipts. Employer will not reimburse or pay for seminars outside of the contiguousUnited States, unless otherwise pre-approved in writing by Employer; or during any period of timefollowing either party having given notice to terminate A greement; and only during periods of re-negotiation or extension at Employer’s sole discretion. The cost of such attendance, and the costof Physician’s professional dues (excluding medical staff dues pursuant to Section 3.d.) andsubscriptions, and books shall be paid by Employer, in an amount not to exceed Five Thousandand No/100 Dollars ($5,000.00) in the aggregate in each Employment Y ear. CME days are to bescheduled with Employer’s approval in advance and subject to the needs of the Practice Sites. Anysuch expenses incurred by Physician in excess of such sum set forth herein shall be the sole andexclusive responsibility of Physician and must be paid by Physician. Physician shall submit toEmployer the necessary documentation within sixty (60) days from the end of the month theexpense was incurred as required by Employer Policies prior to reimbursem*nt of any expenses.Physician agrees not to receive any cash, cash equivalent (e.g., gift card), or any item of value inexchange for attending CME seminars reimbursed or paid for by Employer and if received, furtheragrees to give the cash equivalent of any such item of value to Employer. Additionally, Employermay pay expenses for state medical and DEA licenses necessary for the performance of Physician’sservices during Term and, at Employer’s sole discretion, Physician may receive reimbursem*ntfor expenses of state medical and DEA licenses if obtained specifically for purposes of enteringinto this Agreement, with such reimbursem*nt to be paid after Commencement Date.7. PHYSICIAN’S COVENANTS.a. Covenants. So long as this A greement remains in effect, Physician, unlessotherwise permitted by the written consent of Employer or listed as an Outside Activity onSchedule 3.g., shall not, on Physician’s own account or as an employee, landlord, lender, trustee,associate, consultant, partner, agent, principal, contractor, owner, officer, director, investor,member or stockholder of any other person, orin any other capacity, directly or indirectly, in wholeor in part:(1) Engage in any activities in competition with Employer, includingthe operation of any medical practice or offering of any medical services similar to services offeredat the Practice Sites, within Ten (10) miles of Physician’s primary Practice Site where Physicianprovides medical services to patients of Employer;(2) Have any financial interest in any hospital, surgery center, imagingcenter, outpatient therapy center, or other facility that is competitive with any activity engaged inby Employer or Hospital, within ten (10) miles of Physician’s primary Practice Site or Hospital(collectively, “Competitor(s)”). A “financial interest” includes, without limitation, any direct orindirect ownership or investment interest in a Competitor (except for ownership of securities tradedon a recognized stock exchange in which quotations are published daily).(3) Solicit or encourage the resignation of any employee of Employeror a third-party, including but not limited to, the clinic staff and practice management serviceprovider with whom Physician had a working relationship during Physician’s employment withEmployer, provided that this Section 7.a.(3) shall remain effective for a period of one (1) yearfollowing the expiration or the earlier termination of this Agreement;(4) Solicit or divert patients with whom Physician had personal contactduring such employment; or(5) Influence or attempt to influence any payor, provider or other personor entity to cease, reduce or alter any business relationship with Employer relating to the PracticeSites.b. Construction and Enforcement. The covenants on the part of Physicianin Section 7.a. above shall be construed as an agreement independent of any other provision in thisAgreement, and the existence of any other claims or causes of action by Physician againstEmployer, whether predicated on this A greement or otherwise, shall not constitute a defense to theenforcement by Employer of said covenants. Physician acknowledges and agrees the restrictionsset forth in Subsection 7.a. above are necessary for the protection of Employer’s legitimatebusiness and professional interests and are reasonable in scope and content. The parties recognizeif the provisions in Subsection 7.a. above are breached or threatened to be breached by Physician,the extent of actual damages sustained by Employer will be difficult to ascertain, although greatand irreparable, and compensation at law will be inadequate, and money damages alone may notbe an appropriate measure of the harm to Employer from such continuing breach, especiallybecause Physician’s employment is part of a long range business plan. Therefore, the partiesexpressly agree Employer shall have the right to injunctive relief for breach or threatened breachof such provisions, in addition to any other available legal or equitable remedies. Physician shallindemnify and hold Employer harmless with respect to all of Employer’s costs and expenses(including attorneys’ fees and costs) in successfully enforcing such provisions. If any portion ofany covenant or its application is construed to be invalid, illegal or unenforceable then the otherportions or their application shall not be affected ther 

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