IN THE UNITED STATES DISTRICT COURT

FOR THE NORTHERN DISTRICT OF ILLINOIS

EASTERN DIVISION

DR. NICHOLAS ANGELOPOULOS, )

)

Plaintiff, ) Case No. 12-cv-05836

v. )

) Hon. Robert M. Dow, Jr.

KEYSTONE ORTHOPEDIC SPECIALISTS, )

S.C., WACHN, LLC, MARTIN R. HALL, )

M.D., )

Defendants. )

FINAL PRETRIAL ORDER

This Order will control the course of the trial and may not be amended except by consent of 

the parties, or by order of the Court to prevent manifest injustice. 

Case: 1:12-cv-05836 Document #: 316 Filed: 04/10/17 Page 1 of 7 PageID #:9655
Pursuant to the Court’s December 20, 2016 Order and its Standing Order on Preparation for Final 

Pretrial Order for Civil Case Before Judge Dow, the Parties submit the following Final Pretrial 

Order: 

1. Jurisdiction

This Court has subject matter jurisdiction over this matter under 28 U.S.C. §§ 1331 and 

1367. Specifically, Dr. Angelopoulos is seeking damages under 26 U.S.C. § 7434 for the 

fraudulent filing of a false information return. This Court has original jurisdiction over Count One 

under 28 U.S.C. § 1331, as it arises under the laws of the United States. This Court has 

supplemental jurisdiction over the remaining state law claims against the Defendants under 28 

U.S.C. § 1367 as they are so related to Count One that they form part of the same case or 

controversy under Article III of the United States Constitution. 

2. Claims

Plaintiff alleges six claims against the Defendants. In Count One, Plaintiff alleges that 

Defendant Keystone Orthopedic Specialists, S.C. (“Keystone”) and Defendant Martin R. Hall, 

M.D. (“Dr. Hall”) violated 26 U.S.C. § 7434 by willfully filing a fraudulent tax form relating to 

Dr. Angelopoulos with the IRS. In Count Two, Plaintiff alleges that Defendants devised and 

executed a scheme to defraud Plaintiff to obtain money and property that rightfully belonged to 

Plaintiff. In Count Three, Plaintiff alleges that Dr. Hall breached his fiduciary duties owed to 

Plaintiff both as to their business relationship in Keystone and as to WACHN, LLC (“WACHN”)

in various ways. Count Four will be decided by me. In Count Five, in the event that it is found that 

the Operating Agreement of WACHN was valid, Plaintiff alleges that WACHN breached the 

Operating Agreement by failing to pay Plaintiff for his interest in WACHN when he dissociated 

from it. In Count Six, Plaintiff alleges that Keystone breached its oral contract with Plaintiff by 

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failing to pay him what Plaintiff was owed under the contract, and by breaching the contract in 

several other ways that bore on Plaintiff’s interest in the company.

The Defendants deny that either Dr. Hall or Keystone is liable for filing a fraudulent tax 

return, that any of them defrauded the Plaintiff in any way, that Dr. Hall owed or breached any 

fiduciary duty to the Plaintiff, that WACHN breached the WACHN Operating Agreement or owes 

the Plaintiff any money due to it, and that Keystone breached the oral contract for Plaintiff's 

employment. 

The Defendants assert two counterclaims against Plaintiff. In Counterclaim Count I, Dr. 

Hall and WACHN assert that Dr. Angelopoulos breached the Operating Agreement of WACHN 

by failing to pay the debt he accrued while occupying WACHN's premises. In Counterclaim Count 

II, Keystone asserts that Dr. Angelopoulos breached his employment agreement by failing to pay 

amounts he owed Keystone. Dr. Angelopoulos denies that the WACHN Operating Agreement was 

a valid contract and, even if it were, denies that he breached that contract. Dr. Angelopoulos denies 

that he breached the Keystone contract.

3. Relief sought

Dr. Angelopoulos seeks the following damages:

a) Compensatory damages, which includes attorneys’ fees and costs under Count I, and 

prejudgment interest as itemized in the “Damages Summary” of Plaintiff’s expert on 

Defendants’ accounting practices and on damages, which Summary is attached hereto 

as Ex. 1;

b) A determination, pursuant to 26 U.S.C. § 7434(e), of the correct amount that Keystone 

should have reported in miscellaneous revenue for Dr. Angelopoulos on the Form 

1099-MISC, which tax form is the subject of Count I;

c) An order that Keystone and Dr. Hall withdraw the false and fraudulent Form 1099-

MISC and make a correct report in an amount to be established at trial reflecting Dr. 

Angelopoulos’s miscellaneous income, if any, for tax year 2007;

d) Punitive damages under the fraud and breach of fiduciary duty claims; 

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e) Disgorgement of Dr. Angelopoulos’s share of Dr. Hall’s “administrative fee” in the 

amount of $182,720.89;

f) An order requiring Dr. Hall to personally indemnify and hold Dr. Angelopoulos 

harmless for any liability Angelopoulos may incur in the future as a result of his 

personal guaranty of the WACHN loan as an alternative to any order requiring 

WACHN to remove Dr. Angelopoulos as personal guarantor of the WACHN loan; 

g) A determination of the fair value of Dr. Angelopoulos’s interest in WACHN, including 

accrued interest; 

h) A determination, under 805 ILCS § 180/35-65, of the terms of WACHN’s repurchase 

of Dr. Angelopoulos’s distributional interest; 

i) An order releasing Dr. Angelopoulos from any and all liability to WACHN;

j) An order requiring WACHN to pay off or refinance its loan or to otherwise cause the 

bank to remove Dr. Angelopoulos as a guarantor of that loan, or alternatively, an order

requiring the members of WACHN to personally indemnify and hold Dr. Angelopoulos 

harmless for any liability Angelopoulos may incur in the future as a result of his 

personal guaranty of the WACHN loan;

k) A finding that WACHN acted arbitrarily, vexatiously and in bad faith, and that Dr. 

Angelopoulos is entitled to attorney’s fees and expenses under 805 ILCS § 180/35-60;

l) Alternatively, for a dissolution of WACHN and payment to Dr. Angelopoulos of his 

distributive share pursuant to 801 ILCS 180/35-1(4)(D) and 801 ILCS 180/35-10;

m) Any other relief as the Court deems just and appropriate. 

The Defendants seek the following damages:

a) A finding that Plaintiff breached the WACHN Operating Agreement and owes money 

to WACHN as a result of that breach;

b) A finding that Plaintiff breached the terms of his employment agreement with 

Keystone and owes money to Keystone as a result of that breach;

c) Compensatory damages for each of the two counterclaims; 

d) Attorneys’ fees and costs; and

e) Any other relief as the Court deems just and appropriate.

4. Witnesses

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Plaintiff’s witness list with deposition designations of Merritt Roalsen and Defendants’ 

objections to those designations is attached hereto as Ex. 2. Defendants have filed a Daubert 

motion relating to Plaintiff’s expert, Jay Sanders, and are filing motions in limine relating to 

Plaintiff’s witnesses, Michael Hartman, Keith Pitchford, Blair Rhode, and an additional one with 

respect to certain of Mr. Sanders' opinions.

The deposition transcript of Merritt Roalsen is attached hereto as Ex. 3. It is color-coded 

to indicate Plaintiff’s designations (blue), Defendants’ designations (yellow), and Plaintiff’s 

counter-designations (green).

Defendants’ witness list with deposition designations and Plaintiff’s objections to those 

designations is attached hereto as Ex. 4. Plaintiff has filed a motion in limine relating to 

Defendants’ expert, Michael Pakter. 

Plaintiff’s statement as to his expert, Jay Sanders, is attached hereto as Ex. 5. 

Defendants’ statement as to their expert, Michael Pakter, is attached hereto as Ex. 6.

5. Exhibits

The joint exhibit list (JX) is attached hereto as Ex. 7. 

Plaintiff’s exhibit list (PX) with Defendants’ objections is attached hereto as Ex. 8. 

Defendants’ exhibit list (DX) with Plaintiff’s objections is attached hereto as Ex. 9. 

Stipulations as to authenticity and as to hearsay is attached hereto as Ex. 10. These 

stipulations also includes a stipulation regarding the voluntary dismissal of Count VII for Unjust 

Enrichment. 

6. Type and length of trial

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The trial will be a jury trial. Plaintiff estimates the trial will last 5-7 days. Defendants 

estimate the trial will last approximately 4 days. Plaintiff will be filing a stipulation of dismissal 

with prejudice on Count VII, unjust enrichment.

7. Proposed voir dire questions

The Parties’ joint proposed voir dire questions are attached hereto as Ex. 11. 

8. Proposed jury instructions, verdict forms, and special interrogatories

Proposed preliminary jury instructions to which the Parties agreed are attached hereto as 

Ex. 12. 

Proposed preliminary jury instructions to which the Parties did not agree are attached 

hereto as Ex. 13. 

Proposed final jury instructions to which the Parties agreed are attached hereto as Ex. 14.

Plaintiff’s proposed final jury instructions to which Defendants did not agree are attached 

hereto as Ex. 15. 

Defendants’ proposed jury instructions to which Plaintiff did not agree are attached hereto 

as Ex. 16.

9. Trial Briefs

Plaintiff and Defendants are filing their Trial Briefs concurrently with the filing of this 

Final Pre-Trial Order.

10. Discovery

All discovery is complete, including the depositions of expert witnesses. 

11. Motions in limine

Plaintiff and Defendants are filing their motions in limine concurrently with the filing of 

this Final Pre-Trial Order. 

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_________________________

The Honorable Robert M. Dow

_________________________

Date

KEYSTONE ORTHOPEDIC 

SPECIALISTS, S.C., WACHN, LLC, 

DR. NICHOLAS ANGELOPOULOS and MARTIN R. HALL, M.D.

By: /s/ Chris Gair By: /s/ Arthur Holtzman

One of his Attorneys One of their Attorneys

Chris Gair (ARDC # 6190781) Arthur Holtzman (#1252844)

Thomas R. Heisler (ARDC # 6296712) Naureen Amjad (#6295770)

Ryan P. Laurie (ARDC # 6318306) PEDERSEN & HOUPT

Gair Eberhard Nelson Dedinas, Ltd. 161 North Clark Street, Suite 2700

1 East Wacker Drive, Suite 2600 Chicago, Illinois 60601

Chicago, IL 60601 (312) 641-6888

(312) 600-4900 aholtzman@pedersenhoupt.com

cgair@gairlawgroup.com namjad@pedersenhoupt.com

theisler@gairlawgroup.com

rlaurie@gairlawgroup.com

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