United States District Court, D. Kansas
RADIOLOGIX, INC. and RADIOLOGY AND NUCLEAR MEDICINE IMAGING PARTNERS, INC., Plaintiffs,
RADIOLOGY AND NUCLEAR MEDICINE, LLC, et al., Defendants.
MEMORANDUM AND ORDER
D. Crabtree United States District Judge
Radiologix, Inc. (“Radiologix”) and Radiology and
Nuclear Medicine Imaging Partners, Inc. (“RNMIP”)
bring this lawsuit against defendants Radiology and Nuclear
Medicine, LLC (“RNM”) and 19 individual
physicians (“the Physician Defendants”). The
Physician Defendants have filed a Motion for Judgment on the
Pleadings under Fed.R.Civ.P. 12(c) (Doc. 92), against the
only claim that plaintiffs assert against them-one for breach
of contract. Plaintiffs have submitted a Response (Doc. 95),
opposing the Physician Defendants' motion. And, the
Physician Defendants have filed a Reply (Doc. 98). After
considering the parties' arguments, the court denies the
Physician Defendants' motion. The court explains why
following facts are taken from plaintiffs' Second Amended
Complaint (Doc. 61), accepted as true, and viewed in the
light most favorable to them. Ramirez v. Dep't of
Corr., 222 F.3d 1238, 1240 (10th Cir. 2000) (explaining
that, on a motion for judgment on the pleadings, the court
must “accept the well-pleaded allegations of the
complaint as true and construe them in the light most
favorable to the plaintiff” (citation omitted)).
Radiologix is a national provider of imaging services based
in Dallas, Texas. Defendant RNM is a Kansas limited liability
company and physician-owned radiology practice based in
northeast Kansas. Since 1997, plaintiff Radiologix or one of
its predecessors-in-interest has provided management services
to defendant RNM under a long-term management service
defendant RNM's physician-owners has signed a
“Physician Employment Agreement” with defendant
RNM. In 1997, defendant RNM's physician-owners signed a
“Physician Employment Agreement” that named
American Physician Partners, Inc. (“APPI”) as a
third-party beneficiary. See Doc. 61-1 [“the
1997 Agreement”]. APPI later merged with plaintiff
Radiologix. The 1997 Agreement provided, in pertinent part:
F. Physician acknowledges that Employer [who is defendant
RNM] has entered into a Service Agreement dated as of June
27, 1997 with American Physician Partners, Inc., a Delaware
corporation (“APPI”) (as may be amended from time
to time, the “Service Agreement”). Physician
further acknowledges that in accordance with the provisions
of the Service Agreement, APPI will have third party
beneficiary rights to enforce certain provisions of this
. . . .
2.12 Covenant Not to Compete or Solicit.
(a) Physician acknowledges that, during the term of this
Agreement, (i) Employer will introduce Physician to
Employer's patients and to the medical community and (ii)
Physician will receive substantial direct and indirect
benefits from the existence of the Service Agreement, both of
which will enable Physician to develop his or her
professional reputation in a manner which, if Physician
terminates his or her relationship with Employer, could be
used to the financial detriment of Employer and APPI.
Accordingly, during the term of this Agreement and for a
period of twenty-four (24) months thereafter, Physician
covenants as follows:
. . . .
(ii) that Physician will not, directly or indirectly . . .
(B) whether for himself or any other person or entity, . . .
divert or take away, or attempt to . . . divert or take away
. . . business or clients of . . . APPI . . . or (E) disrupt,
damage, impair or interfere with the business of . . . APPI.
Doc. 61-1 at 1, 6.
2002, plaintiffs and defendant RNM executed an Amended and
Restated Service Agreement (“2002 Amended and Restated
Service Agreement”). Under the 2002 Amended and
Restated Service Agreement, plaintiffs agreed to provide