Wilkes v Springside Nursing Home, Inc. Case Brief for Law School
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No two individuals are alike and every one of our residents' needs are naturally unique. We understand that and develop a plan, and continue to revisit that plan, as your loved one's needs may change. We encourage family members to provide feedback and continue the conversation as our top objective is always to enhance the quality of life of our patients and residents. According to our latest records from CMS, the average daily amount billed by Springside Rehabilitation And Skilled Care Center to Medicare is $505.34 per day (compared to a Massachusetts average of $755.25) and Medicare reimbursed them an average of $409.65 per day . It is worth mentioning that Medicare pays for what they deem as 'medically necessary' skilled nursing care.
We do not disturb the judgment in so far as it dismissed a counterclaim by Springside against Wilkes arising from the payment of money by Quinn to Wilkes after the sale in 1965 of certain property of Springside to a corporation owned at that time by Quinn and his wife. This inference arises from the fact that Connor, acting on behalf of the three controlling stockholders, offered to purchase Wilkes's shares for a price Connor admittedly would not have accepted for his own shares. Wilkes was unable to attend the meeting of the board of directors in February or the annual meeting of the stockholders in March, 1967.
Wilkes v. Springside Nursing Home, Inc. - 370 Mass. 842, 353 N.E.2d 657 (
If called on to settle a dispute, the court must weigh the legitimate business purpose asserted by majority stockholders, if any, against the practicability of a less harmful alternative. On August 5, 1971, the plaintiff filed a bill in equity for declaratory judgment in the Probate Court for Berkshire County, naming as defendants T. Edward Quinn , Leon L. Riche , the First Agricultural National Bank of Berkshire County and Frank Sutherland MacShane as executors under the will of Lawrence R. Connor , and the Springside Nursing Home, Inc. . Wilkes sought, among other forms of relief, damages in the amount of the salary he would have received had he continued as a director and officer of Springside subsequent to March, 1967.
Thereafter a judgment shall be entered declaring that Quinn, Riche and Connor breached their fiduciary duty to Wilkes as a minority stockholder in Springside, and awarding money damages therefor. Edward Quinn and the estate of Lawrence R. Connor, ratably, according to the inequitable enrichment of each, the salary he would have received had he remained an officer and director of Springside. In considering the issue of damages the judge on remand shall take into account the extent to which any remaining corporate funds of Springside may be diverted to satisfy Wilkes's claim.
A daughter couldn't reach anyone at her mother's Pittsfield nursing home. So she called the police
"Any time that we have an outbreak of this magnitude at a long-term care facility it's upsetting and alarming," Tyer said. The Springside Rehabilitation and Skilled Care Center in Pittsfield in its latest report said 72 residents and 37 staff have tested positive for the disease to date, with 52 active cases among residents and 27 among staff, The Berkshire EaglereportedMonday. Morris, of Braintree, joined BaneCare in 2017 as a vice president of operations, and became president last year, according to the company website.
Averaging the available ratings gives an aggregate star rating of 2.43 for Springside Rehabilitation And Skilled Care Center versus the MA average of 3.40 and a national average of 3.20. As of the last update they had a daily average of 89.5 residents compared to the MA average of 82.64 and a National average of 86.4. The Centers for Medicare & Medicaid Services does their best to provide a fair assessment of every Nursing Home, but please note these ratings are a snapshot in time.
Springside Rehabilitation And Skilled Care Center?
Springside Rehabilitation And Skilled Care Center received an overall rating from CMS of 3 stars compared to the MA average of 3.36 and a National average of 3.32. Ratings from residents, family members, and visitors to our site are available below. We encourage you to leave one of your own if you are familiar with their services. We also recommend giving them a call to address any additional senior and nursing care questions you may have after reviewing their Nursing Home Site profile.
On the night shift, there is one nursing aide per 53 residents in the locked dementia unit as of Monday, according to someone familiar with the facility who fears retaliation for speaking out. The DPH’s rapid response team added one registered nurse to the night shift over the past week, and two RNs to the two day shifts. They said it is standard policy for the facility to have only one RN on the night shift. Springside owner and BaneCare President Kevin Morris declined to comment when asked how the company plans to augment staffing.
In Donahue itself, for example, the majority refused the minority an equal opportunity to sell a ratable number of shares to the corporation at the same price available to the majority. The net result of this refusal, we said, was that the minority could be forced to "sell out at less than fair value," 367 Mass. at 592, since there is by definition no ready market for minority stock in a close corporation. Molly Thomas, who called police in order to help her mother, said she wanted to speak out about what she termed “inhumane care” of her mother, who has multiple health issues, including breathing problems. Her mother is one of dozens of residents and staff who tested positive for COVID-19 in the last several weeks, further depleting what workers say are already unsafe staffing levels. It is an inescapable conclusion from all the evidence that the action of the majority stockholders here was a designed "freeze out" for which no legitimate business purpose has been suggested. Furthermore, we may infer that a design to pressure Wilkes into selling his shares to the corporation at a price below their value well may have been at the heart of the majority's plan.
Nd took away his stipend (despite the fact that another owner at that point received a stipend while having no day-to-day responsibilities). Defendants argued that they had the power, under the corporate by-laws, to set salaries and positions. The denial of employment to the minority at the hands of the majority is especially pernicious in some instances. A guaranty of employment with the corporation may have been one of the "basic reason why a minority owner has invested capital in the firm." Symposium — The Close Corporation, 52 Nw. They may not act out of avarice, expediency or self-interest in derogation of their duty of loyalty to the other stockholders and to the corporation." 367 Mass. at 593 n. 18. Elected president of Springside, Wilkes was elected treasurer, and Quinn was elected clerk.
In 1965 the stockholders decided to sell a portion of the corporate property to Quinn who, in addition to being a stockholder in Springside, possessed an interest in another corporation which desired to operate a rest home on the property. Wilkes was successful in prevailing on the other stockholders of Springside to procure a higher sale price for the property than Quinn apparently anticipated paying or desired to pay. After the sale was consummated, the relationship between Quinn and Wilkes began to deteriorate. Their fiduciary duty to him as a minority stockholder by their action in February and March, 1967. Each and every patient and resident at Springside has an individualized plan of care that includes input from themselves, family and each member of our clinical team.
Shareholders have a duty of loyalty to other shareholders in a close corporation, and in this case the duty owed to Plaintiff by Defendants was violated. In close corporations, a minority shareholder can be easily frozen out by the majority since there is not a readily available market for their shares. Although this is traditionally an issue of management, the test for close corporations, should be whether the management decision that severely frustrates a minority owner has a legitimate business purpose. In the case at issue, Defendants’ decision would assure that Plaintiff would never receive a return on the investment while offering no justification. Probate Court for Berkshire County for further proceedings concerning the issue of damages.
“I don’t want this to ever happen to anyone else,” Thomas said of what she views as substandard care. The facility admitted her mother on Jan. 12 to recover from an injury caused by one of her illnesses, and to manage her pain. The issue is whether Defendants violated a fiduciary duty when they removed Plaintiff from his position after a falling-out between the parties. Delicious meals are prepared daily by a chef each night or residents can choose to cook for themselves in the comfort of their kitchen. The center of the congregate apartment building is the hub of daily life. Springside residents also enjoy not only our beautiful garden and grounds but participate in education, cultural and wellness events.
Her mother has lost about 10 pounds since she arrived there, and is down to 98 pounds, she added. Carolyn Villanova, whose 99-year-old mother is at Springside, is one of several people who have contacted the paper to express concern about conditions there. Springside also accepted the state DPH’s offer to call in National Guard health care workers, as it did during a COVID-19 outbreak in January 2021. Pittsfield police then called the nursing home twice about that transfer. Pittsfield Police confirmed that an officer went Thursday to Springside Rehabilitation and Skilled Care Center and arranged for the woman, 67, to be taken by ambulance to Berkshire Medical Center, where she was evaluated.
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