A-MEDICAL ADVANTAGE HEALTHCARE SYSTEMS, ASSOCIATED, KEVIN WILLIAMS, M.D., ADVANTAGE MEDICAL CLINIC, INC., JOHN ZACHARIAS AND LINDA RILEY, Appellants
JULIA SHWARTS, INDIVIDUALLY AND AS EXECUTOR OF THE ESTATE OF KALMAN SHWARTS, AND KAL SHWARTS, M.D., P.A., Appellees
the 13th District Court Navarro County, Texas Trial Court No.
Chief Justice Gray, Justice Davis, and Justice Neill
A-Medical Advantage Healthcare Systems, Associated
("AHS"), Kevin Williams, M.D.
("Williams"), Advantage Medical Clinic, Inc.
("AMC"), John Zacharias ("Zacharias"),
and Linda Riley ("Riley") (collectively
"Appellants") bring this interlocutory appeal
challenging the trial court's order appointing a
receiver. We will affirm.
initiated this suit as ancillary to an existing probate
proceeding-In the Estate of Kalman J. Shwarts,
Deceased, Cause No. P18036-filed in the Navarro County
Court. In their Third Amended Petition, Appellees outline the
events preceding the filing of their lawsuit. In 2003, Kalman
Shwarts, M.D. started an urgent care clinic in Waxahachie,
Texas known as Enviva Health Services ("Enviva").
The clinic was operated by Kal Shwarts, M.D., P.A., a Texas
professional association formed by Dr. Shwarts in 1977
("the PA"). Dr. Shwarts died unexpectedly on August
3, 2012. A probate proceeding styled In the Estate of
Kalman Jay Shwarts, Deceased, was filed under Cause No.
P18036 in Navarro County, Texas on August 9, 2012. Dr.
Shwarts's heirs are his wife, Julia Shwarts ("Mrs.
Shwarts"); his son, Adam Shwarts; and his daughter,
Anastasia Israel (collectively "the Heirs"). Mrs.
Shwarts is the step-mother of Mr. Shwarts and Ms. Israel. She
is also an executor of Dr. Shwarts's estate ("the
Dr. Shwarts was alive, Riley, Zacharias, Pin Point
Management, L.L.C. ("Pinpoint"),  and/or AHS
provided management services to Enviva. From 2011 to the
present, the sole member, director and officer of AHS has
been Williams. Zacharias and Riley acted as agents of AHS
both in communicating with the Estate and in managing the
day-to-day operations of AHS. After Dr. Shwarts's death,
AHS, Pinpoint, Riley and/or Zacharias agreed to continue to
provide management services to Enviva. From August 2012 until
February 2014, AHS, Pinpoint, Riley and/or Zacharias caused
Enviva to issue distribution payments to the Heirs and to Pin
Point and took the position that they owned 50 percent of
March 11, 2014, AMC entered into a written agreement to
purchase Enviva from the Estate. The officers of AMC are
Zacharias and Riley. The closing of the sale was to take
place on or before April 15, 2014. Because of the imminent
closing, the Heirs agreed that Enviva could stop paying
distributions to them. The sale of Enviva did not close in
April 2014. Over the following months, Zacharias and Riley
each communicated with the Estate about the status of the
closing. As late as July 2014, Riley assured the Estate of
AMC's intention to close. The closing never occurred, but
the payment of distributions to the Heirs never resumed.
Estate made multiple requests to Appellants to be provided
Enviva's clinic's financial records, but no records
were provided. On March 18, 2015, Mrs. Shwarts sent a letter
to counsel for Appellants requesting to inspect Enviva's
books and records. On March 25, 2015, Appellants responded,
stating that they could not comply with Mrs. Shwarts's
request because they had ceased management of the clinic.
Appellants also claimed that Enviva had stopped operating in
April 2014 and that Appellants were holding Enviva's
equipment "in trust." None of the Appellants had
notified the Heirs, the Estate or the PA that they planned to
stop managing Enviva, or that their management had ceased.
April 8, 2015, Mrs. Shwarts sent another letter requesting
access to Enviva's records and equipment. Once again,
Appellants failed to provide any information regarding
Enviva's records or equipment. Mrs. Shwarts then
discovered that Enviva's sign had been removed from its
location and replaced with a sign reading "Advantage
Medical Clinic," and that the phones were being answered
as "Advantage" instead of "Enviva."
Appellants subsequently moved the clinic to a new location
without consulting with or notifying Appellees.
filed suit seeking damages for breach of fiduciary duty,
theft of trade secrets, breach of contract and additionally
seeking declaratory relief, disgorgement, an accounting, and
the appointment of a receiver.
Point filed counterclaims for breach of contract, promissory
estoppel, and negligent misrepresentation. The trial court
granted Appellees' motion for partial summary judgment as
to these counterclaims. Appellees filed a motion for partial
summary judgment based upon their claim for declaratory
relief, requesting that the trial court find that AMC is
actually Enviva and is an asset of the Estate. Appellees also
filed a motion for partial summary judgment against the
Appellants for breach of fiduciary duty. The trial court
granted both of Appellees' motions for partial summary
judgment. Appellees' motion for appointment of a receiver
was also granted after an evidentiary hearing. As noted,
Appellants' interlocutory appeal challenges the trial
court's appointment of the receiver.
the appeal was filed, Appellants filed three motions to stay
proceedings and an emergency motion to modify supersedeas