When Beverly Hills plastic surgeon Jay Calvert went the crowdfunding route in November for MD Insider, a search engine that pairs patients with doctors, the idea resonated so well he raised $1.5 million in a matter of minutes.
The Santa Monica startup, now backed with even more money from a slew of angel investors, has expanded rapidly, already outgrowing its original office. Calvert might not be surprised by that ascent, but it sure caught Adam Michael-Perzow by surprise. Perzow was Calvert’s first partner in the project, eventually selling out because he said he was told the doctor had lost interest and wouldn’t be pursuing it any longer. As a result, Perzow believes he walked away from a stake that now could be worth hundreds of millions of dollars.
“I was just kind of shocked; I didn’t know what was going on,” Perzow said of the realization that MD Insider is alive and well. “He promised me he was going to shut it down.”
Calvert’s lawyer tells a different story. Still, Perzow’s experience, which has landed in front of a judge, has become an increasingly common one in an environment where tech startups are flowering. Battles over ownership have surged in recent years as the market for emerging companies has perked up, said attorney Bill Donovan, a partner in Cooley’s Santa Monica office who regularly represents startup executives engulfed in similar disputes.
“This is a more common situation than you would think,” he said. “You’re naturally going to have more disputes because there’s much more equity to fight about.”
Luan Tran, a partner at downtown L.A. law firm Lee Tran & Liang, represented Reggie Brown in a similar dispute over Snapchat Inc. The fight between Brown, who says he came up with the idea for a disappearing photo app with Stanford University classmates Evan Spiegel and Bobby Murphy, was eventually settled, and Tran said he now gets a call or two a week from disgruntled startup executives feuding with partners.
“A lot of businesses are started by friends or family members, and when you’re dealing with friends or family members, you tend to let your guard down,” said Tran. “You don’t run down to a lawyer to have a lawyer prepare a contract very often as if you were to go into business with a stranger.”
What’s more, Tran said feuds among co-founders are likely to keep growing as Silicon Beach startups continue to turn young entrepreneurs into millionaires (or billionaires, in the case of Snapchat).
While the dispute between Calvert and Perzow simmers, MD Insider Chief Executive David Norris said he isn’t too concerned.
“People want to go in and have a slice of a pie that’s really valuable,” Norris said.
Starting up
Calvert, an accomplished plastic surgeon with practices in Beverly Hills and Newport Beach, came up with the idea for MD Insider around 2008. He believed that if he could build an online platform that contained definitive data on doctors’ training, experience, outcomes and other key factors, patients would be willing to pay for the information as part of their search for health care.
But seeing patients at two offices meant Calvert didn’t have the time to develop his brainchild into a viable business.
Then he met Perzow.
“I was actually under Dr. Calvert’s care for an accident I endured in 2010 and we got to talking on a personal level,” Perzow said. “He just didn’t have the time, resources, whatever it was, to turn it from an idea into a real company. That’s where I came in.”
With experience as a financial adviser and in investing, Perzow teamed up with his doctor and MD Insider was incorporated in 2011.
Later that year, Perzow claims, Calvert said he wanted to shut the fledgling venture down because his interest had waned. They agreed that Calvert would buy out Perzow’s interest for $3,000 and the two parted ways.
The idea apparently languished until 2013, when Calvert met Norris, whose LinkedIn profile identifies him as a co-founder as well as chief executive of MD Insider.
Norris had launched five tech startups by the time he met Calvert, and said he fell in love with the idea for MD Insider because of his bad experience with doctors. About a decade ago, he said that he had knee surgery that ultimately led to a severe staph infection and monthlong hospital stay.
“I almost died from what was supposed to be a really simple procedure,” he said. “I didn’t have the right facts about the doctor. So I made the choice that wasn’t really a good one and I paid the price.”
MD Insider now offers two products, one designed for self-insured employers and another for health care systems. Their employees or members can get on the system to look up doctors, searching through data that Norris calls “baseball stats for doctors.”
Investors have jumped on the idea, pumping at least $2.8 million into the venture, according to CrunchBase.
Winding down
MD Insider re-emerged on Perzow’s radar near the end of 2013.
“After conducting a little bit of research, it was obvious this business was very much alive and never was shut down,” Perzow said. “I basically realized right then and there (Calvert) defrauded me.”
Determined to recoup his share of the company, he brought his claim to court in March of last year.
An Orange County Superior Court judge ruled in January that there was enough evidence that Calvert told Perzow he wanted to wind down the business when he actually intended to carry on with someone else, and allowed the suit to move forward.
But, Judge James J. Di Cesare cautioned, Perzow is not necessarily entitled to his original 50 percent stake.
“This is likely a matter for expert economists to determine the fair value of (Perzow)’s interest in MD Insider by comparing its value when the fraudulent inducement occurred and when notice of rescission (presumably the filing of this lawsuit) occurred,” Di Cesare wrote.
Today, the company could be valued in the nine- to 10-figure range, said Perzow’s attorney, Richard Kellner, a partner at downtown L.A. law firm Kabateck Brown Kellner.
Calvert declined to comment on the dispute, but Arthur Barens, his attorney, said Perzow has no right to reap the benefits of MD Insider’s recent success. He added that the company was worthless at the time Perzow left.
“The business today has nothing to do with what the concept was in 2011,” he said. “It’s like what a high-performance Mercedes has to do with a 1932 Volkswagen. This is the ultimate get-something-for-nothing lawsuit.”
A trial to determine how much – if any – of the company belongs to Perzow is slated to begin June 22.