ROBERT C. GOLDTRAP, D.D.S. AND ROBERT C. GOLDTRAP, D.D.S. P.A., AN ARKANSAS DENTAL CORPORATION APPELLANTS
BOLD DENTAL MANAGEMENT, LLC, A DELAWARE LIMITED LIABILITY COMPANY AND BOLD DENTAL PARTNERS, PLLC, AN ARKANSAS PROFESSIONAL LIMITED LIABILITY COMPANY APPELLEES
FROM THE SEBASTIAN COUNTY CIRCUIT COURT, FORT SMITH DISTRICT
[NO. 66FCV-15-580] HONORABLE STEPHEN TABOR, JUDGE
Gean & Gean, by: Roy Gean III, for appellants.
Ragon Owen, P.A., by: Dylan H. Potts and Danielle M.
Whitehouse, for appellees.
WAYMOND M. BROWN, Judge.
Robert C. Goldtrap (Goldtrap) and Robert C. Goldtrap, D.D.S.
P.A., appeal the Sebastian County Circuit Court's order
denying their motion to vacate, modify, or correct an
arbitration award in favor of appellees Bold Dental
Management and Bold Dental Partners (Bold). Appellants also
appeal the court's denial of their motion for
reconsideration of the same. They argue on appeal that the
court erred in refusing to vacate the arbitration award. They
also argue that the court erred in reducing the time for
Goldtrap to resubmit his breach-of-contract claim. We affirm.
parties entered into several agreements on May 1, 2014. In
the "Asset Purchase and Sale Agreement, " appellant
Goldtrap agreed to sell his dental practice to appellees for
$30, 000 and 330, 000 shares of membership interest in Bold.
In another agreement, Goldtrap was retained as an employee of
Bold and entitled to a guaranteed thirty-percent payment of
"actual collections attributable to and produced from
services provided by Goldtrap." Goldtrap began
practicing dentistry through Bold, but he was subsequently
terminated on March 3, 2015.
filed a complaint against Bold on July 15, 2015, alleging
three separate counts: (1) breach of contract, (2) wrongful
termination, and (3) right to accounting and production of
records. Appellees filed an answer on August 10, 2015,
denying the essential elements of appellants' complaint.
On August 13, 2015, appellees filed a motion to compel
arbitration and stay judicial proceedings. According to the
motion, the parties entered into a "Joinder
Agreement" in which appellants agreed to become a
party/member to the "Amended and Restated Operating
Agreement" of Bold and to be fully, legally bound by,
and subject to, all of the covenants, terms, and conditions
of the "Operating Agreement." Article XV of the
"Amended and Restated Operating Agreement"
Any dispute or controversy between the Members or Board of
Managers arising out of or otherwise relating to the Company
or this Agreement shall be settled by arbitration to be held
in Springdale, Arkansas in accordance with the rules then in
effect of the American Arbitration Association or its
Bold asked the court to enter an order compelling arbitration
and staying the action until the arbitration process had been
concluded. Appellants filed a response on August 24, 2015,
denying that they had agreed to arbitrate any dispute
relating to the "Purchase Agreement, " the
"Guaranteed Payment and Service Agreement, " and
the "Covenant not to Compete and Confidentiality
Agreement." Thus, appellants asked that appellees'
motion be denied. A hearing on appellees' motion took
place on September 16, 2015, and the court entered an order
on September 21, 2015, granting appellees' motion as it
related to counts one and two of appellants' complaint.
The court stayed action on count three "pending
completion of arbitration or further Order of this
arbitration hearing took place on November 14,
2015. Prior to the commencement of the hearing,
appellants withdrew from consideration all claims other than
the claim for wrongful termination. In the arbitration award
dated January 10, 2017, the arbitrator noted that
appellants' withdrawal of the claims was the equivalent
of a nonsuit in state court. The award stated in pertinent
Goldtrap's employment contract with Bold was part of the
sale of his practice to a Bold affiliate, Bold Dental
Management, LLC ("Bold Management"). After the
sale, Goldtrap continued to practice dentistry in the same
office but as an employee under the management and direction
While the Agreement also hires Robert C. Goldtrap, D.D.S.,
P.A., to perform services, it defines those services to be
personal to Goldtrap, nonassignable and nondelegable.
Goldtrap agreed to (a) perform his duties and carry out his
responsibilities in a diligent manner, (b) devote a mutually
agreed amount of time to the business and affairs of the
practice, (c) use all reasonable efforts to promote the
interest of his employer, Bold, and (d) be just and faithful
in the performance of his duties and responsibilities.
See Respondent's Ex. 3, paragraph 1.
The Agreement states that Goldtrap cannot be terminated at
will or for the convenience of his employer, Bold Dental
Partners, PLLC ("Bold"). There is no dispute
Goldtrap was terminated, so this act must be justified under
the termination provisions of paragraph 4 of the Agreement.
See Respondent's Ex. 3.
contends he did not breach the terms of his employment
agreement so was not justifiably terminated or,
alternatively, was not afforded an opportunity to cure his
defaults. Central to Goldtrap's problem with Bold was
that he failed to adapt to his role as employee, including
losing operational control of the practice he sold to Bold
Management and the privileges of being his own boss.
Goldtrap's termination was justified:
1. Bold hired a dental practice consultant, Carol Feliciano,
who worked in Goldtrap's clinic to identify and correct
deficiencies and bring Goldtrap's office and dental
practice into compliance with Bold standards and policies.
Goldtrap resisted Feliciano's suggestions and the
insistence of Bold management that he comply with her
recommendations. Goldtrap did not want Feliciano in the
office and told her to leave and never return. He did ...