AMERICAN IMAGING OF JERSEY CITY, INC. and BERGEN OPEN MRI & DIAGNOSTIC CENTER, INC., Plaintiffs-Respondents,
RICARDO T. BALDONADO, M.D., Defendant/Third-Party Plaintiff-Appellant,
ALAN WASSERMAN, Third-Party Defendant-Respondent.
NOT FOR PUBLICATION WITHOUT THE APPROVAL OF THE APPELLATE DIVISION
Argued February 4, 2013
On appeal from Superior Court of New Jersey, Law Division, Hudson County, Docket No. L-6561-10.
James J. Shrager argued the cause for appellant (Norris McLaughlin & Marcus, P.A., attorneys; Mr. Shrager, of counsel and on the briefs; Bradford W. Muller, on the briefs).
William C. Mead, Jr. argued the cause for respondents American Imaging of Jersey City, Inc. and Bergen Open MRI & Diagnostic Center, Inc. (Litchfield Cavo, LLP, attorneys; Adrienne C. Rogove and Bruce M. Gorman, Jr., on the brief).
Bob Kasolas argued the cause for respondent Alan Wasserman (Brach Eichler, L.L.C., attorneys; Mr. Kasolas, of counsel and on the brief).
Before Judges Graves, Ashrafi and Espinosa.
This is the second action arising from the demise of a professional relationship. Defendant Ricardo T. Baldonado, M.D., a radiologist, was an equal partner with third-party defendant Alan Wasserman in a diagnostic and radiology company, DIA of Jersey City (DIA). He appeals from two orders: one granting summary judgment to plaintiffs and entering judgment against him personally for a judgment against DIA, and the second, which dismissed his complaint against Wasserman for contribution. For the reasons that follow, we affirm the entry of summary judgment to plaintiffs and reverse the dismissal of Baldonado's third-party complaint against Wasserman.
In 1992, Baldonado began a business relationship with Dr. Robert A. Fogari (Fogari). Baldonado provided Fogari with the financial assistance and support he needed to acquire or establish various medical imaging centers, including American Imaging of Jersey City, Inc. (AIJC), Bergen Open MRI & Diagnostic Center, Inc. (Bergen), and Hackettstown Open MRI, Inc. (Hackettstown). Baldonado also advanced funds to Fogari, guaranteed equipment leases for the businesses, and made payments on the businesses' behalf. Baldonado and DIA provided radiology reading services at the facilities. In 1997, Fogari terminated the agreement and DIA ceased doing business.
The first action was initiated in June 2001, when Baldonado, individually and on behalf of DIA, filed a complaint against Fogari, Fogari's wife, AIJC, Bergen, Hackettstown, and other entities with which Fogari was affiliated (the Fogari defendants), seeking recovery of payments he and DIA were allegedly owed for their services, as well as repayment of the loans made to Fogari and the various businesses. The Fogari defendants filed an amended answer and counterclaims against both Baldonado and DIA. This dispute proceeded to arbitration pursuant to the New Jersey Alternative Procedure for Dispute Resolution Act, N.J.S.A. 2A:23A-1 to -19. Both sides appealed from the resulting decision, which was affirmed by the trial court. After both sides appealed to this court, we remanded for consideration of two issues the umpire failed to address: the claims of Baldonado and DIA to be compensated for reading services provided before being terminated and the Fogari defendants' counterclaim theory of tortious interference.
On remand, these issues were decided. In July 2010, final judgment was entered in favor of AIJC for $274, 049 against DIA for excess fees that AIJC paid to DIA for services. Judgments were entered in favor of Baldonado against Hackettstown for fees owed to him of $25, 945; and against Bergen for fees owed to him of $391, 317. A judgment was entered in favor of Bergen against DIA in the amount of $143, 977. The judgment included the following handwritten addendum:
Counsel for the defendants . . . argues that the judgments [against DIA] should be against BALDONADO also -- pursuant to N.J.S.A. 42:1A-19(d)(4). . . .
To be clear, the entry of this order is not a substantive ruling on the merits as to whether BALDONADO is personally liable for the claim against DIA if there are no partnership assets to satisfy the judgment against DIA.
That determination . . . should be litigated, if necessary, as part of the collection process.
It is undisputed that DIA lacks sufficient funds to satisfy the judgment. The second action was commenced in November 2010, with the filing of a complaint by AIJC and Bergen (plaintiffs), seeking to hold Baldonado jointly and severally liable for the July 2010 judgments against DIA. Baldonado filed an answer and third-party complaint, in which he sought contribution from Wasserman in the event that he was held liable. Wasserman filed an answer denying liability.
Plaintiffs moved for summary judgment, seeking the entry of a judgment in favor of AIJC for $274, 049, and in favor of Bergen for $143, 977. Baldonado cross-moved for summary judgment dismissing plaintiffs' complaint against him. Wasserman thereafter filed a motion to dismiss Baldonado's third-party complaint against him for failure to state a cause of action.
Plaintiffs' summary judgment motion
In an opinion issued June 17, 2011, the motion judge granted summary judgment in favor of plaintiffs and held Baldonado personally liable for the judgments that AIJC ...