MORRISTOWN HEART CONSULTANTS, PLLC, ET AL.
PRAGNESH PATEL, M.D.
Assigned on Briefs May 1, 2019
from the Circuit Court for Hamblen County No. 15-CV-185
Robert E. Lee Davies, Senior Judge.
granted this Tennessee Rule of Appellate Procedure 9
interlocutory appeal to consider whether the Trial Court
erred in ordering disclosure of the representation file
maintained by attorney Troy L. Bowlin, II, during his
representation of Morristown Heart Consultants, PLLC
("MHC") to a member of MHC. We find and hold that
the Trial Court did not err in determining that MHC had not
properly authorized the hiring of Mr. Bowlin and that
attorney-client privilege did not apply to prevent disclosure
of Mr. Bowlin's legal file to a member of MHC with fifty
percent financial rights and thirty-three percent governing
rights to the company. We, therefore, affirm the Trial
Court's order permitting the member to acquire Mr.
Bowlin's legal file concerning MHC and conduct relevant
discovery concerning that representation.
R. App. P. 9 Interlocutory Appeal; Judgment of the Circuit
Court Affirmed; Case Remanded
L. Bowlin, II, Morristown, Tennessee, for the appellants,
Morristown Heart Consultants, PLLC, and Sunil T. Ramaprasad,
Clinton Little, Knoxville, Tennessee, and Matthew B. Evans
and Matthew W. Sexton, Morristown, Tennessee, for the
appellee, Pragnesh Patel, M.D.
Michael Swiney, C.J., delivered the opinion of the court, in
which Frank G. Clement, Jr., P.J., M.S., and Kenny W.
Armstrong, J., joined.
MICHAEL SWINEY, CHIEF JUDGE
a closely-held professional limited liability company
operating in Tennessee. In 2007, Sunil Ramaprasad, M.D.
("Dr. Ramaprasad") began MHC. In August 2009, Dr.
Ramaprasad and Pragnesh Patel, M.D. ("Dr. Patel")
entered into the "Operating Agreement of Morristown
Heart Consultants, PLLC" ("Operating
Agreement"). The Operating Agreement provided in
Management. The Company shall be Member-managed in
accordance with this Agreement.
Members. The Members of the Company at this time are
Sunil Ramaprasad, M.D. (herein, "Sunil") and
Pragnesh Patel, M.D. (herein, "Pragnesh") Their
capital contributions and their percentage interest in the
Company are noted on EXHIBIT A, which is attached hereto. The
Members acknowledge that, simultaneously with the execution
hereof, the Members entered into that certain Membership
Interest Purchase Agreement (the "Purchase
Agreement"), through which Sunil agreed to sell, and
Pragnesh agreed to purchase, a fifty (50%) percent Membership
Interest in Company pursuant to the terms and conditions of
the Purchase Agreement. In accordance with the Purchase
Agreement, Sunil shall grant, and Pragnesh shall receive: (i)
on the execution date of the Purchase Agreement (the
"Execution Date"), a one (1%) percent Membership
Interest in Company; (ii) on the twelve (12) month
anniversary of the Execution Date, a twenty-four (24%)
percent Membership Interest in Company, and, on the
twenty-four (24) month anniversary of the Execution Date, an
additional twenty-five (25) percent Membership Interest in
company. Pragnesh's compensation for the 1st
three (3) years of his membership in Company shall be
governed by the Purchase Agreement.
ARTICLE 7 MEETINGS OF MEMBERS
1. Annual Meeting. The annual meeting, if any, shall
be held at a time and place as decided by a majority of the
2. Special Meetings. Meetings of the Members may be
called by any Member owning TEN PERCENT (10%) or more of the
Company. The place and time of the meeting shall be
determined by the Member calling for the meeting.
3. Voting by Members. Members shall be entitled to
vote on all matters which provide for a vote of the Members
in accordance with each Member's Membership interest.
4. Written Consent. Action of the Members or
Officers may be accomplished with or without a meeting. If a
meeting is held, evidence of the action shall be by Minutes
or Resolution reflecting the action of the Meeting and signed
by the requisite number of Members needed to consent to the
proposed action. Action without a meeting may be evidenced by
a written consent signed by the requisite number of Members
needed to consent to the proposed action.
5. Majority Required. Unless otherwise stated in
this Agreement, a majority vote of all the Membership
Interests of the Company at that time shall be required to
authorize the proposed action.
6. Notice. Notices of meetings shall be in writing
stating the date, time and purpose of such meeting. Notices
shall be delivered either personally, by mail or electronic
mail to each Member of the Company. Such notices must be
delivered at least Twelve (12) business days but not more
than Thirty (30) business days prior to such meeting date,
and shall be deemed delivered when deposited in the mail
postage paid and properly addressed, upon hand delivery or
upon an electronic mail transmission. Actual notice, no
matter how delivered, shall suffice.
7. Waiver of Notice. Whenever a notice is required
in this Agreement, a Member may waive the notice requirement
in writing either before or after the time that the notice
was due. If a Member attends such meeting, then notice shall
be presumed received.
(Other paragraph numbering omitted.)
later point, Dr. Patel's physician privileges were
temporarily suspended by Morristown-Hamblen Healthcare
System. The record on appeal does not specify the reasoning
behind the suspension. Following the suspension of Dr.
Patel's privileges, Dr. Patel and Dr. Ramaprasad signed a
Memorandum of Understanding ("MOU") on June 2,
2015. The MOU provided "certain amendments and
clarifications" to the Operating Agreement.
Specifically, the MOU provided in relevant part:
Whereas certain events occurred on or about May 13, 2015 that
have caused a requirement on the part of Patel that he
participate in a mini-fellowship during a ninety day leave of
absence from the ...