Early Detection Center, Inc. v. Wilson

The opinion of the court was delivered by Early Detection Center, Inc., (EDC) appeals from the decision
of the trial court granting summary judgment to Dr. Marvin H.
Wilson. EDC filed this action against Dr. Marvin H. Wilson, an
incorporator, officer, director, 30% shareholder, and employee of
EDC, alleging that Dr. Wilson, after having been removed as
president of EDC, breached his fiduciary duty to the corporation
by forming a competing business with Lou A. Standiferd, which
business was known as Advanced Diagnostic Center (ADC). The trial
court dismissed EDC's claims against Standiferd and ADC. That
decision is not an issue in this appeal. EDC's appeal was
transferred to this court pursuant to K.S.A. 20-3018 (c). Dr. Wilson and Dr. Benson Powell, who are licensed to practice
medicine and surgery in Kansas, formed a partnership in 1977. In
1983 the partnership was incorporated as Vascular Diagnostic
Center, P.A., a professional corporation. The articles of
incorporation and the certificate issued by the Kansas State
Board of Healing Arts were filed with the Kansas Secretary of
State. The articles of incorporation restricted the directors and
ownership of the corporation stock to persons licensed to
practice medicine or professional nursing in the State of Kansas.
All stock certificates issued by the corporation were required to
state that "the ownership and transfer of this stock and the
rights and obligations of stockholders are subject to the
limitations and provisions of the professional corporation law of
Kansas."