Strohmyer v. Papillion Family Medicine, 296 Neb. 884

Three physicians (Strohmyer, Naegele, Mantler) formed Papillion Family Medicine, P.C. (PFM) in 2000; bylaws contained a "Buy Out" clause (October 16, 2000) but signature/adoption evidence was incomplete.
Strohmyer gave notice effective March 31, 2014, to leave and open his own practice; dispute followed over buyout payments, director fees, unpaid compensation, asset valuation, and alleged breaches of fiduciary duties.
District court held PFM was not a valid Nebraska professional corporation, treated it as a business corporation, found stock value for Strohmyer roughly $104,720, awarded Strohmyer $9,389.27 in unpaid compensation, and awarded PFM $30,673 on counterclaims for fiduciary breach (Medicaid patients).
Court rejected plaintiff’s claim under the Nebraska Wage Payment and Collection Act, finding physicians were not "employees" under the Act and thus not entitled to statutory wages/attorney fees.
On appeal, Nebraska Supreme Court affirmed most valuation and wage rulings but reversed the fiduciary-breach damages for treating Medicaid patients based on ratification by PFM of Strohmyer’s conduct; remanded for further proceedings consistent with the opinion.

Issue	Strohmyer’s Argument	PFM/Defendants’ Argument	Held
Valuation of stock/fixed assets	Trial court undervalued assets; should rely on plaintiff’s appraisal and award more	Court should credit defendants’ replacement-cost evidence (eBay/Craigslist)	Court’s arithmetic had minor errors but ultimate valuation (~$104,720) affirmed; plaintiffs’ challenge not reversible
Goodwill/intangibles	Medical practice had intangible value (~$165,000) separate from physician	Any goodwill depended on Strohmyer’s personal practice; not a marketable asset of PFM	No compensable goodwill; affirmed
Wage claim under Nebraska Wage Payment & Collection Act	Physicians were employees entitled to unpaid wages, director fees, and attorney fees under Act	Physicians were not employees (set own schedules, no employment agreements)	Physicians not employees under Act; wage/fee claim denied; affirmed
Fiduciary duty re: Medicaid patients	No enforceable prohibition; defendants acquiesced/ratified his conduct	Strohmyer breached fiduciary duty by treating Medicaid patients contrary to board decision	Trial court’s damage award to PFM vacated: defendants had knowledge and failed to disaffirm for years -> ratification; reversal and vacatur of $30,673 award

Rauscher v. City of Lincoln, 269 Neb. 267 (general appellate de novo principles in equity appeals)
In re Estate of Stuchlik, 289 Neb. 673 (existence/scope of fiduciary duties as questions of law)
Trieweiler v. Sears, 268 Neb. 952 (directors and officers occupy fiduciary relations to corporation)
D & J Hatchery, Inc. v. Feeders Elevator, Inc., 202 Neb. 69 (corporate ratification by silence/inaction)
Taylor v. Taylor, 222 Neb. 721 (professional goodwill: marketable business goodwill vs. individual-dependent goodwill)
Detter v. Miracle Hills Animal Hosp., 269 Neb. 164 (existence and valuation of professional goodwill is factual)
Thomas v. Marvin E. Jewell & Co., 232 Neb. 261 (client files and goodwill allocation on partner departure)
Bellino v. McGrath North, 274 Neb. 130 (partners/officers must act for common benefit; standard for fiduciary duties)
First Baptist Church v. State, 178 Neb. 831 (competency of owner testimony and general approach to market-value opinion evidence)