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information of SWMG, including "patient lists" and "patient
medical records". The PEAs provided in addition that
the Physician shall not use any information obtained in
the course of his or her employment with * * * [SWMG]
for the purpose of notifying patients of * * * [SWMG]
of the termination of his or her employment, or of his
or her willingness to provide medical services;
provided, however, the departing Physician may give
written notice to the Departing Physician's patients
named in the Departing Physician's patient list
furnished to SMF on or before the [November 1, 1994]
Effective Date [of the PEA], announcing the Departing
Physician's separation from * * * SWMG and his or her
new practice location, and offering the patient an
opportunity to choose whether his or her patient
records should remain with SMF or be transferred to the
Departing Physician.
We shall hereinafter refer to the foregoing patient notification
right, together with the PSA's exemption from its noncompete
provision for SWMG physicians who ceased employment with SWMG, as
the free-to-compete provision.
Each affiliating UHMG physician (or partnership), including
petitioners, agreed to sell his/her (or its) medical practice
assets to SMF pursuant to an APA. Although each seller entered
into a separate APA with SMF, the APAs were virtually identical.19
Pursuant to article 1 of those agreements, SMF agreed to purchase
from each seller "all of the fixtures and personal property of
every kind and description, whether tangible or intangible and
wherever located, * * * used in the operation of [the seller's]
business." Those assets included the seller's fixed assets
19 The APAs were prepared from master agreements that were
customized for each seller.
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Last modified: March 27, 2008