New litigation is giving the most detail yet on what followed a sale of Total Access Urgent Care, as executives from the St. Louis-based chain of 27 local clinics fight over funds involved in development of additional locations.
In February, Total Access announced a sale to New York investment firm ICV Partners LLC. But Dr. Matthew Bruckel, the firm's founder, in May told employees, via a memo obtained by the Business Journal, that he was no longer CEO, and complained of having been excluded from company meetings and denied resources. A continued investor in Total Access, Bruckel in July sued for financial information about the company that he claimed was being withheld. That suit is pending.
Now, in a lawsuit filed this month in St. Louis County Circuit Court, Bruckel has laid out more complaints against Total Access' president, Dr. Troy Dinkel; his son and its director of development, Jacob Dinkel; as well as ICV and its managing director, Ira Moreland.
Bruckel didn't respond to requests for comment. Total Access had no comment, but in an email to employees obtained by the Business Journal, Dinkel acknowledged the litigation, saying Total Access "believes that the allegations made against all defendants in the lawsuit are entirely without merit," and added that the company "will vigorously defend this lawsuit."
Bruckel's suit says that Dinkel, whom Bruckel hired in 2013 and owned 25% of the company, for years pushed for its sale. Bruckel, though, said he needed to wait until a pending divorce was resolved.
By early 2020, Bruckel agreed to explore a sale, in part because of "recognition of the strong partnership" he and Dinkel shared, it says.
But, before a sale, Bruckel wanted to renegotiate a deal with Jacob Dinkel, who was hired in 2014 with an agreement that he be paid a percentage of Total Access' annual distributions, the suit says. Because Total Access, which the suit described as "highly profitable," had been so successful, those distributions "had grown well beyond any amount Dr. Bruckel had ever anticipated," the suit says. It noted that Jacob Dinkel's distributions were also poised to step up to higher percentage levels "that could have eclipsed even the value of Dr. Dinkel's stake in the company."
After "contentious discussions," the suit says Jacob Dinkel agreed to a new contract in which he would be paid a $1 million advance on the proceeds of a future sale if Total Access had not been sold by the end of 2020, or a $2 million advance if it was not sold by the end of this year, providing "extra incentive for Dr. Bruckel to sell the company quickly."
The sale process restarted in summer 2020, after Bruckel's divorce was finalized, the suits says. It says ICV's proposal included transferring majority ownership to the New York company, with Bruckel and Dinkel retaining "a significant equity stake" and continuing in their roles with Total Access.
Also important to Bruckel, his suit says, was the continued business relationship between Total Access and a Bruckel-founded firm, called TAUC Properties LLC, that bought land for its new locations. He says that sister entity benefited Total Access by sheltering development costs and giving it lease rates below what an outside developer would charge, "to maximize" Total Access' earnings. ICV, which didn't purchase TAUC Properties, "repeatedly said that nothing with the business would change after the sale," the suit says.
The sale, which closed Feb. 12, gave Bruckel, Dinkel and Jacob Dinkel "sizable" cash payouts, the suit says, with minority stakes retained.
But on April 1, Moreland, ICV's managing director, told Bruckel that Dinkel and the rest of Total Access' management wasn't happy with Bruckel, and that Dinkel no longer wanted to work with him, the suit says. Dinkel then "declined to engage in a meaningful discussion with his longtime friend and colleague," and a call ended quickly, it alleges.
Bruckel's suit says Dinkel's daily calls and emails to him stopped, and Bruckel's calendar invitations for Total Access meetings were removed, denying him access to resources necessary to work as CEO. Further, it says he was excluded from events such as a quarterly dinner honoring employees, who were "instructed not to interact with and respond to" Bruckel.
He says he still worked, though, on development plans.
Then, on April 17, Dinkel demanded Bruckel buy him out of his 25% stake in TAUC Properties, pursuant to a contract provision added to the company's operating agreement at Dinkel's request in September 2020, the suit alleges.
While Dinkel said that move would allow Bruckel to handle a planned signing for a Kansas City-area property alone, the suit says it would have enabled Dinkel to cash out his interest "at the peak of its value and leave Dr. Bruckel — and only Dr. Bruckel — holding the bag, financially and otherwise."
Dinkel then told Moreland he refused to work with Bruckel and would resign unless Bruckel left Total Access, the suit claims, adding that Total Access then sent Bruckel an "onerous" draft separation agreement.
Bruckel, though, said he wouldn't respond to that agreement until Total Access had signed leases with TAUC Properties for 10 new locations, including four in St. Louis County, the suit says. Moreland responded that Total Access "would not sign leases with an individual it has an undefined relationship with going forward," the suit says.
After Bruckel tried to "amicably negotiate and define his and TAUC Properties' future relationship" with Total Access, the urgent care chain on May 27 sent him a letter signed by Moreland, terminating him as CEO "without cause," the suit says.
Total Access is now "actively seeking and pursuing at least two other developers to work with on new locations," the suit claims, while refusing to lease the 10 locations developed by TAUC Properties, two of which are "completed and ready to open."
It adds that Bruckel is bound by non-compete and non-solicitation restrictions because of the February sale of the company, restricting his ability to re-market the TAUC Properties sites.
Represented by attorney David Castleman, Bruckel and TAUC Properties are asking the court to prohibit Total Access from refusing to execute lease agreements and award the plaintiffs damages.