The dictionary defines the word default as a failure to act, an inaction or neglect. In business, it usually mean a failure to meet one's financial obligation. On Monday, November 15th, Paradigm BioDevices Incorporated announced that it filed a lawsuit in the U. S. Dictrict Court of Massachusetts against Viscogliosi Brothers, LLC, Viscogliosi & Company, LLC, Paradigm Spine, LLC, Centinel Spine, Incorporated, and Anthony "Tony" Viscogliosi and John "BBQ" Viscogliosi alleging successor liability, willful and tortious interference, unfair competition, malicious business practices, fraud and the default of a United Kingdom High Court order to pay monetary damages that were awarded to Paradigm BioDevices.
A major concern of anyone buying a business should be whether or not the buyer (VBrothers) would be exposed to any of the sellers (SurgiCraft's) liabilities, meaning, were the V Brothers exposed to SurgiCraft's liabilities? Successor liabilities usually exist when there is a stock purchase instead of an asset purchase, meaning if the buyer (V Brothers) purchased a business by acquiring the common stock, in this case SurgiCraft's, or the partnership interests in a partnership, or the membership interests in an LLC, the V Brothers would step into the shoes as the owner of that entity. So if this rule applies, the question must be asked, were the Viscogliosi Brothers aware of the contingent liabilities that SurgiCraft had? And, did the Viscogliosi Brothers structure the purchase transaction as an asset based purchase? The other Successor Liabilities would include; Product Line Successor Rule, Failure to Comply with Bulk Sales and liabilities pertaining to taxes. These liabilities don't seem to apply, yet, one doesn't know unless they know all the claims in the suit.
Tortious interference occurs whenever a third party acts to intentionally and willfully interfere and break an existing contract between two parties causing damage to the relationship between the original two parties. In this case PBD and SurgiCraft. If the V Brothers assumed all liabilities, a U. S. Court will not only determine if they violated these allegations, but, also whether they were complicit in fostering a climate of unfair competition and fraud which usually encompasses an intentional misrepresentation of material existing fact made by one person to another with knowledge of its falsities for the purpose of inducing the other person to act, and upon which the other person relies with resulting injury or damages.
Based on comments made by Mike "Punchy" O'Neill, President and CEO of Paradigm BioDevices, "All the parties involved were and are acutely aware of the financial obligations due PBD in the event of the termination of our contract due to a change of control." The allegations claim that an elaborate scheme was cooked up by Centinel Spine, its Directors, and related interested parties to circumvent these obligations, breach the PBD contract and defraud us of our rightful compensation due PBD as ordered by a English High Court.
Seems like this bout will have more intensity than the Pacquiao - Margarito fight. The question is, who will be on the Margarito end, and whom will have bruises dotting their face standing for the final count? Everyone knew this was coming, maybe its time to start selling seats. If TSB is a betting man, I'm placing my money on O'Neill in the ring. Bob Arum, where are you when we need a real promoter in spine? TSB wants to know, who are readers are placing their money on?
wow the interesting things here will be - how long will this take to reach a definitive conclusion (these 15 rounds in court last more than 3 minutes each) and who will be declared a winner. Even if Mike O wins- will he actually receive anything - or will the VB's throw the towel in and close the doors at Centinel spine?
ReplyDeleteV Brothers lose, close the doors at Centinel, will they still be responsible to pay O'Neill? If they walk away, they have ruined an already questionable reputation. You can't rest on your laurels from ten years ago forever. How will investors look upon a potential relationship with them?
ReplyDeleteThe only people that stand to make a lot of money are the attorneys. My money is on "Punchy." The V Brothers are on the defensive, they've already lost in the English Courts. The U.S. Courts are unpredictable at best,. A deal is a deal. Let's see what the courts have to say. God Save the Queen.
Bankrupt Centinal and the V's are clear. How much of Centinel is left anyway?
ReplyDeleteThe liability then falls to Surgicraft as the only solvent entity left which is still a party to the suit. Then Surgicraft either pays or folds also. US Courts have no jurisdiction in the U.K.
Bankruptcy is the suit killer...unless you owe Uncle Sam. He will chase you to the grave.
Suckas!
ReplyDeleteMike O will and should win! He still had several years on the contract that Centinel inherited with the acquisition -and tried to circumvent. Hopefully the US court will see this fraud as the UK court already has. PBD was doing about $15 million a year in sales when the fraud went down, as I see it they owe PBD at least $45 extra large! Put em' down Punchy!
ReplyDeleteThis comment has been removed by a blog administrator.
ReplyDeleteWhat the hell does that have to do with this topic. I hate it when some jackass gets on here to deliver his agenda. While your at it tell me how you saved money on your car insurance.
ReplyDeleteDear 5:22
ReplyDeleteSometimes the lights all shinin' on me
Other times I can barely see
Lately it occurs to meeeeeeeeeeeeee....
what a long strange trip its been
Did the V Brothers know about the obligations? Are you kidding?????? THEY DID THIS THEMSELVES. The V brothers learned of the success of Paradigm BioDevices as a result of discovery from Paradigm BioDevice's original trademark lawsuit against Paradigm Spine. This may be the key "piercing the corporate veil" to go after the V brothers personally. They did it to make an unethical buck and to screw Mike at the same time. Well... Evil deeds eventually catches up with the guilt party. IMO Mike has them (personally) against the wall, with their feet dangling above the floor, and a giant fist coming their direction. Knockout. 3rd round. Hooray for Mike!!
ReplyDeleteHow much were PBD sales in UK? What was the award?
ReplyDeleteThe evidence before the court is
ReplyDeleteIncontrivertable, there's no need for
The jury to retire.
In all my years of judging
I have never heard before
Of someone more deserving
Of the full penaltie of law.
The way you made them suffer,
Your exquisite wife and mother,
Fills me with the urge to defecate!
"Hey Judge! Shit on him!"
Since, my friend, you have revealed your
Deepest fear,
I sentence you to be exposed before
Your peers.
Tear down the wall!
TEAR DOWN THE WALL!!!
2:37: "The only people that stand to make a lot of money are the attorneys."
ReplyDeleteAh, a happy ending.
This is an easy one. PBD wins without question. How can I be so sure? Well, lets just say that my father's last name is Matlock and my mother's maiden name is Nostradamus.
ReplyDeleteHey MM, here's an interesting topic for your next blog post; former pro athletes now working as spine reps. It would be interesting to see who's working for what companies, where, and how their fame (or former fame in some cases) has helped or hurt their careers as spine sales reps. Are they arrogant and lazy, or are they humble and hardworking? I know a real meat-head that works in the city next to mine that prides himself on using his name to get business rather than his sales skills (which is probably smart in his case because this guy doesn't have a clue!). On the other hand, I know another ex-pro athlete that is the complete opposite. He only talks about his "glory days" when asked, and he is also one of the hardest working reps that I have ever met. Either way, it would be an interesting topic to explore. What do ya say?
Shut up.
ReplyDeletehey 1:42 i found your comments in paragraph 1 interesting....until i read those in paragraph 2. dope.
ReplyDeleteoops, 2:39 is the dope
ReplyDeleteThe only winners thus far have been the wrong guys. I think that is about to change.
ReplyDeleteWhy is everybody hatin' on 2:39? Sounds like an interesting topic to me too. There's an ex-pro baseball player that works for my company, and he's a total douche. I wonder if his fans know that he now sucks cock for a living?
ReplyDeleteI know of at least one ex-hockey player that has taken one too many shots to the head to be a decent rep. Dumb as a bag of rocks, but tells enough war stories to keep the few surgeon fans intrigued
ReplyDeleteCorporate America's crefo: I'll hire anyone that gives me a leg up on the competition for the almighty dollar, only to find out performance enhancing drugs will not make a difference who gives a rats ass about some washed up has been. Stryker?
ReplyDeletecan you type a story discussing what the best stem cell and biologic companies are to work for for us avergae joes that make 180-250k/yr in spine? i guess i should know this, but i have been focused on metal for so long. this article, though interesting, doesnt add value to me.
ReplyDelete7:48, are you serious? MM doesn't write this blog to "add value" to his readers. Do you even know what a blog is? It's simply an open forum that allows him to voice his opinions freely and uncensored. In other words, he does not get paid or compensated to do this, and for you to criticize him in one sentence and ask for his help in another is just outrageous. You are exactly what this industry does not need. There are too many of you self-centered, arrogant pricks out there who want a big fat paycheck ($180-250k per year and you don't have a clue about who the major players are in biologics? Nice try!), but don't think you should have to earn it like everyone else. So, with that said, my advice to you is that you seek employment with a really great biologics company called Bacterin. They are #1 in my book.
ReplyDeleteBacterin only hires from the American Institute of Medical Sales in Memphis. So if you know nothing about this industry, have no medical experience, and subsequently will not question how or why Bacterin conducts their business. Then please contact Bacterin in Belgrade MT. You will receive a 90 day guarantee
ReplyDeleteHey 9:28, just exposing some of the non-sense that perpetuates itself in this industry provides value to any reader. I don't have blisters on my sisters or callouses on my knees. Sometimes you need to be a man. Nice of you to interpret that 7:48 is criticizing this forum, proves my theory that readers don't read what is written, they read what they think is written. Just because someone makes $180 -$250k per year doesn't make them arrogant, it means they are working hard for a living. No one is writing checks like that you're running Bacterin, you know a really great biologics company LOL. Go back to watching grizzlies it's a new sport.
ReplyDeleteIt has become very apparent that there is great need for a sarcasm font.
ReplyDeleteMM... I disagree with you on this one. I 180-250k/year in spine and no idea of a biologic. Have him propose the same question to his grandfather. Cbar
ReplyDeleteThis is 7:48 again....I know of many biologics and small companies... actifuse, apatech, osteotech, amniotic stem cell derived tissue companies like nutech/nucell, amplify, osteocell plus, osteotech...anyways, i was just wondering if you could rank the best...considering infuse will be going away to some extent... thanks. i love your blog by the way.
ReplyDelete210k last year for me (after tax). could you rank the best paying, the best technology, and the best working situation and maybe even the clever ways these companies bundle and seize market share better than other companies. it seems biologics is the way of the future.
Digress much?
ReplyDeleteThis comment has been removed by a blog administrator.
ReplyDelete... actually I would. You couldn't pay me $250k a year to do it!
ReplyDeleteright, so now that you have shown your repressed anger...can we please discuss the exciting field of biologics you stupid jumbo shrimp.
ReplyDeleteMM, I have lost a lot of respect for you. Take your own advice and read what was written...not what you wanted to read. The last sentence is obviously sarcasm, ass hole.
ReplyDelete9:28
The smart money is on Mike to win this. Centinel is strapped for cash and has no legal defense. They should have declared bankruptcy months ago.
ReplyDeleteThe question that must be asked is Mike O'Neill a fan of TSB?
Hey 10:18!
ReplyDeleteMakes my knees hurt.