NOT FOR PUBLICATION WITHOUT THE

APPROVAL OF THE APPELLATE DIVISION

SUPERIOR COURT OF NEW JERSEY

APPELLATE DIVISION

DOCKET NO. A-1152-20 

PREMIER PHYSICIAN 

NETWORK, LLC,

Plaintiff-Respondent,

v.

ROBERT MARO, JR., M.D.,

Defendant-Appellant.

_________________________

PREMIER PHYSICIAN 

NETWORK, LLC,

Plaintiff-Respondent,

v.

TIMOTHY SHACK, M.D., 

Defendant-Appellant.

_________________________

Argued March 9, 2021 – Decided May 26, 2021

Before Judges Fisher, Moynihan, and Gummer.

On appeal from the Superior Court of New Jersey, 

Law Division, Camden County, Docket Nos. L-0166-

18 and L-0167-18.

APPROVED FOR PUBLICATION

May 26, 2021

APPELLATE DIVISION
A-1152-20 2

Peter M. Rhodes argued the cause for appellants 

(Cahill, Wilinski, Rhodes & Joyce, PA, attorneys; 

Peter M. Rhodes, on the brief).

Robert G. Kenny argued the cause for respondent 

(Hoagland, Longo, Moran, Dunst & Doukas, LLP, 

attorneys; Michael J. Baker, of counsel; Richard J. 

Mirra, on the brief).

The opinion of the court was delivered by 

GUMMER, J.S.C., (temporarily assigned)

Because the court misinterpreted statutory law1in determining a draft 

operating agreement was the operating agreement of a limited liability 

company (LLC), and because a genuine issue of material fact exists as to 

whether and when a draft operating agreement became the operating agreement 

of plaintiff Premier Physician Network, LLC (PPN), we reverse the trial 

court's order granting in part plaintiff's partial summary-judgment motion and 

affirm its order denying defendants' partial summary-judgment cross-motion. 

Finding no abuse of discretion, we affirm the order compelling production of 

defendants' tax returns.

For the appeal of the order granting plaintiff's summary-judgment 

motion, we take the facts from the record, viewing them in a light most 

favorable to defendants, the non-moving parties. Green v. Monmouth Univ., 

1

 The Revised Uniform Limited Liability Company Act, N.J.S.A. 42:2C-1 to -

94 (the Act).
A-1152-20 3

237 N.J. 516, 529 (2019); Brill v. Guardian Life Ins. Co. of Am., 142 N.J. 520, 

540 (1995).

Defendants Robert Maro and Timothy Shack were partners with four 

other physicians in a medical practice called Robert J. Maro, M.D., P.A. (Maro 

Group). Sometime in or around August 2014, defendants and their partners 

were approached about forming an organization with other doctors that would 

allow them to save on costs and receive higher reimbursement from insurers. 

That organization ultimately was PPN, which was created as a limited liability 

company by the filing of a certificate of formation with the New Jersey 

Division of Revenue on August 12, 2014. 

Maro and other physicians signed a Letter of Intention Agreement (LOI) 

on or about October 16, 2014.2 Its introductory paragraph stated the LOI was 

"intended to set forth in principle the terms of a proposed transaction involving 

each of the physicians . . . who sign counterparts of this [LOI], pursuant to 

which the [physicians] intend to participate [in] a multi-specialty medical 

group [PPN]." Paragraph one of the LOI set forth the purpose of PPN: to 

2

 The LOI appears to have been executed by Drs. Catherine Montgomery, 

Eduardo Enriquez, Andrew Blumenthal, Toby Soble, Joseph Costabile, Lisa 

Dructor, Sean Goudsward, Barbara Winfield, Mark Todt, Terence Schiller, 

Keith Damerau, Thomas P. McMahon, MaryAnn McMahon, and defendant 

Maro. Shack's signature does not appear on the copy of the LOI in defendants' 

appellate appendix but in their brief defendants assert he signed it. In its brief, 

plaintiff acknowledges Shack joined PPN with the rest of the Maro Group. 
A-1152-20 4

"form a multi-specialty medical group, intended to provide increased financial 

stability to its members and improved patient care and outcomes, by partnering 

with insurance companies and other stakeholders, developing ancillary 

services, leveraging economies of scale, facilitating practice coverage . . . and 

developing superior back office management and IT support." Paragraph two 

provided that a signature on the LOI "will constitute that person's consent to 

the terms contained in this [LOI]" and that after at least four people signed the 

LOI, the signors and the identified "[o]rganizers"3"will initiate negotiation and 

preparation of a definitive operational agreement (the 'Definitive Agreement') 

and any other collateral agreement(s) necessary and proper to facilitate the 

formation and commencement of the professional and business affairs of 

[PPN]." Paragraph four stated "the parties will use good faith efforts to 

execute the Definite [sic] Agreement prior to December 13, 2014," and "[i]f 

the parties are unable to negotiate and execute the Definitive Agreement by 

such date, any [s]ignatory, for any reason whatever, with or without cause, 

may terminate negotiations as to their participation in [PPN] by written notice 

to the [o]rganizers." Paragraph seven specified, "[s]ubsequent to the execution 

of this [LOI], and in connection with the negotiation and preparation of the 

3

 The "[o]rganizers" were identified as Enriquez, Costabile, Soble, 

Blumenthal, and Montgomery. 
A-1152-20 5

Definitive Agreement and related documents, [the physician] agrees to 

negotiate diligently and in good faith the terms of the Definitive Agreement, 

which negotiation is expected to involve . . . prompt review of and response to 

proposed agreements and other undertakings. Notwithstanding the foregoing, 

[the physician] shall not be under any obligation to continue with his/her 

involvement if he/she [sic] the terms of the proposed Definitive Agreement are 

not satisfactory . . . for any reason in his/her sole discretion." Paragraph ten 

stated the "[i]ntent of [p]arties": 

The agreements set forth in Paragraphs [three, four, 

and five] of this [LOI] shall be binding legal 

obligations of the parties hereto. The remaining 

portions of this [LOI] are intended only as guidelines 

for the drafting and execution of a Definitive 

Agreement and are not intended to and shall not 

constitute a binding legal obligation, which shall only 

arise upon the execution and delivery of the Definitive 

Agreement. While the concepts expressed in this 

[LOI] represent the mutual understanding of the 

parties to date, it is not intended that the specific 

language of the provisions shall not be negotiated, and 

the specific terms of the Definitive Agreement are 

finally subject to the mutual approval of all parties 

thereto. 

Paragraph twelve provided: "[t]his Agreement contains the entire agreements 

among the parties relating to the subject matter thereof and supersedes all prior 

agreements or commitments. This Agreement may not be amended or 

modified except by a writing executed by all Signatories." 
A-1152-20 6

On January 9, 2015, William Febus, CEO of PPN, sent an email to 

several email addresses, including addresses appearing to belong to 

defendants.4 In the email, Febus included an agenda for a January 12, 2015 

meeting; the first subject on the agenda was "[o]perating [a]greement." On 

January 21, 2015, Febus sent an email with the subject "Schoppmann's 

Response," stating he had attached comments "from our attorney Kern 

Augustine Conroy and Schoppmann," referencing a teleconference meeting the 

next evening, and advising "I have not received the [forty-two] concerns 

regarding the Operating Agreement. Once[] I receive them[,] I will send them 

to everyone along with a copy of my contract. If you have any questions or 

concerns, please let me know."5 

On January 26, 2015, Febus sent an email with the subject "Operating 

Agreement," asking the recipients to review an attached draft operating 

agreement:

I have attached the Operating Agreement with the 

changes per our phone call this past Thursday evening. 

4

 Two addresses appear to be defendants' email addresses because they include 

defendants' names. During oral argument, defendants' counsel did not deny 

those addresses were defendants' addresses. 

5

 According to Lisa A. Dructor, D.O., who identifies herself as a former 

member of the Maro Group and PPN, the attached document included a 

response by PPN's attorneys to comments from Montgomery's personal 

attorney. 
A-1152-20 7

Since, there is a possibility of tomorrow being a snow 

day then tomorrow will be a great opportunity to 

review the Agreement. Time is [of] the essence and I 

need to have [these] documents to our Insurance 

carriers . . . by the middle of this [sic] to have 

everything in place for February 1st. So, I have our 

carriers pick them this week. If you have any 

questions, please do not hesitate to contact me.

Section 1.63 of the draft defined "Member" as "a person executing this 

Agreement or a Joinder Agreement as an existing Member or a new Member, 

the Member Services Agreement and an Asset Contribution Agreement, if 

applicable, as directed by the Board of Managers." Section 2.5 of the draft 

stated "[a]ll current Members of [PPN] . . . shall be listed on the most current 

attached Exhibit A . . . ." The Exhibit A attached to the draft did not contain 

any names. 

In support of its motion for partial summary judgment, plaintiff 

submitted the certification of its attorney, who certified that "a true and 

accurate copy of the Operating Agreement of [PPN] dated January 1, 2015"6

was attached. That document, which had an effective date of January 1, 2015, 

contains signatures, none of which is dated. Exhibit A attached to the 

6

 Counsel did not explain how he would have personal knowledge the attached

document was "a true and accurate copy" of PPN's operating agreement. See

R. 1:6-6 (stating a court may consider "affidavits made on personal 

knowledge, setting forth only facts . . . to which the affiant is competent to 

testify"). 
A-1152-20 8

document sets forth a "LIST OF MEMBERS," which does not include 

defendants. 

Defendants did not execute the operating agreement.7 Defendants assert 

in their appellate brief they had not seen the operating agreement until this 

litigation began. Maro testified he had seen the operating agreement before his 

deposition but not before he joined PPN. During his deposition, Shack 

testified he did not recall seeing or signing the operating agreement. The 

record does not contain any proof the signed copy of the purported operating 

agreement was sent to defendants. 

Between January 1, 2015, and January 22, 2016, defendants submitted 

insurance-claim billings to PPN, cash payments for deposit in PPN accounts, 

and credit-card payments for deposit through PPN's credit-card company 

system. During that time, PPN handled the billing, collection, and accountspayable work for defendants and paid their malpractice insurance premiums 

and rent for the building where they practiced. Employees from the former 

Maro group were paid by PPN. On April 16, and April 22, 2015, respectively, 

7

 The trial court found "the final draft of the agreement that ultimately was 

signed by everyone, except for [defendants], was circulated." It is not clear to 

us what the trial court meant by "everyone." Some people, other than 

defendants, who had signed the LOI did not sign the operating agreement, and 

some people who were listed as members in Exhibit A of the purported 

operating agreement had not signed the LOI. 
A-1152-20 9

Maro and Shack executed a personal guaranty agreement with Choice Health 

Finance on behalf of PPN. PPN issued K-1's to defendants for 2014, 2015, and 

2016. After January 22, 2016, defendants stopped submitting payments to 

PPN and returned "to practicing on their own" in February 2016. 

Plaintiff filed complaints against defendants, alleging they had joined 

PPN as members on or about January 1, 2015, were bound by plaintiff's 

operating agreement, and owed plaintiff any "[s]hortfall [a]mount" and 

penalties for giving less than ninety-days' notice of their withdrawal and for 

withdrawing after the first anniversary and before the third anniversary of 

PPN's creation. Defendants filed answers, denying they were bound by the 

operating agreement or owed plaintiff any money, and counterclaims, asserting 

plaintiff's "total failure to uphold its promises" caused them to "expend large 

sums of money to revamp their offices, attempt to collect its accounts 

receivable and other expenses." The court later consolidated the cases. 

Before the close of discovery, plaintiff moved to compel production of 

defendants' 2014, 2015, and 2016 tax returns. Plaintiff also moved for partial 

summary judgment, asking the trial court to find defendants were members of 

PPN from January 1, 2015, until at least January 22, 2016, were bound by the 

operating agreement, voluntarily withdrew on January 22, 2016, and owed 

plaintiff a shortfall amount, penalties, and attorneys' fees based on the terms of 
A-1152-20 10

the operating agreement. Defendants opposed plaintiff's motions and crossmoved for a protective order to prevent disclosure of their tax returns and for 

partial summary judgment, seeking an order declaring the operating agreement 

void and dismissing the complaint with prejudice. 

After hearing oral argument, the trial court rendered an oral opinion. 

Relying primarily on the language of N.J.S.A. 42:2C-12(b), which states "[a] 

person that becomes a member of a limited liability company is deemed to 

assent to the operating agreement," the court held "all members of the LLC in 

this case are deemed to have assented to the operating agreement," including 

defendants even though they had not signed it. The trial court reached that 

conclusion even though it also found "[t]here's a material issue as to whether 

or not [Maro] ever agreed to the operating agreement so that the definition of 

operating agreement came into effect." The trial court determined defendants 

had to produce "any tax documents that they intend to use in their 

counterclaim." 

On November 13, 2020, the court issued orders granting in part 

plaintiff's motion for partial summary judgment: finding defendants were 

members of PPN "in 2014 and at all relevant times set forth in the [c]omplaint" 

and were bound by the operating agreement "drafted and circulated in or about 

January 2015" even though they had not executed it; denying without prejudice 
A-1152-20 11

plaintiff's request for damages and fees; granting plaintiff's motion to compel 

production of defendants' tax returns, requiring defendants to produce their tax 

returns if they or their expert "intend to use any information contained within 

these tax returns at trial or in the preparation of any expert report"; and 

denying defendants' cross-motions for summary judgment and a protective 

order. We granted defendants' motion for leave to appeal. 

We review a grant of summary judgment using the same standard that 

governs the trial court's decision. RSI Bank v. Providence Mut. Fire Ins. Co., 

234 N.J. 459, 472 (2018). Under that standard, summary judgment will be 

granted when "the competent evidential materials submitted by the parties," 

viewed in the light most favorable to the non-moving party, show there are no 

"genuine issues of material fact" and that "the moving party is entitled to 

summary judgment as a matter of law." Bhagat v. Bhagat, 217 N.J. 22, 38 

(2014); see also Grande v. Saint Clare's Health Sys., 230 N.J. 1, 24 (2017); R.

4:46-2(c). 

"An issue of material fact is 'genuine only if, considering the burden of 

persuasion at trial, the evidence submitted by the parties on the motion, 

together with all legitimate inferences therefrom favoring the non-moving 

party, would require submission of the issue to the trier of fact.'" Grande, 230 
A-1152-20 12

N.J. at 24 (quoting R. 4:46-2(c)). We owe no special deference to the trial 

court's legal analysis. RSI Bank, 234 N.J. at 472.

The resolution of this appeal depends on the meaning of language 

contained in the Act. N.J.S.A. 42:2C-2 defines "[o]perating agreement" as 

the agreement, whether or not referred to as an 

operating agreement and whether oral, in a record, 

implied, or in any combination thereof, of all the 

members of a limited liability company, including a 

sole member, concerning the matters described in 

subsection a. of section 11 of this act. The term 

includes the agreement as amended or restated.

N.J.S.A 42:2C-12(b) provides: "[a] person that becomes a member of a 

limited liability company is deemed to assent to the operating agreement."

Our "paramount goal" in interpreting a statute is to determine the 

"Legislature's intent." DiProspero v. Penn, 183 N.J. 477, 492 (2005). To 

achieve that goal, "we start with the words the Legislature used." Simadiris v. 

Paterson Pub. Sch. Dist., 466 N.J. Super. 40, 45 (App. Div. 2021). In 

reviewing the Legislature's words, we follow the "bedrock assumption that the 

Legislature did not use 'any unnecessary or meaningless language.'" Jersey 

Cent. Power & Light Co. v. Melcar Util. Co., 212 N.J. 576, 587 (2013) 

(quoting Patel v. N.J. Motor Vehicle Comm'n, 200 N.J. 413, 418-19 (2009)). 

We "must presume that every word in a statute has meaning and is not mere 

surplusage," In re Att'y Gen.'s "Directive on Exit Polling: Media & Non-
A-1152-20 13

Partisan Pub. Int. Grps.", 200 N.J. 283, 297-98 (2009), and we "give effect to 

every word" so we do not "construe the statute to render part of it 

superfluous." Med. Soc'y of N.J. v. N.J. Dep't of Law & Pub. Safety, 120 N.J. 

18, 26-27 (1990). We cannot "rewrite a plainly written statute" or "presume 

that the Legislature meant something other than what it conveyed in its clearly 

expressed language." Murray v. Plainfield Rescue Squad, 210 N.J. 581, 592 

(2012); see also DiProspero, 183 N.J. at 492 (finding courts cannot add 

language to a statute). We also "ascribe to the statutory words their ordinary 

meaning and significance . . . and read them in context with related provisions 

so as to give sense to the legislation as a whole." DiProspero, 183 N.J. at 492. 

To adopt the trial court's interpretation of the Act, we would have to 

ignore the Legislature's use of the word "all" in its definition of operating 

agreement in N.J.S.A. 42:2C-2, or we would have to read into the Act a 

provision that says a majority of members, instead of "all the members," can 

vote to adopt a draft operating agreement. But we can't do either because 

courts don't have the authority to ignore language the Legislature included and 

don't have authority to graft onto a statute language the Legislature chose not 

to include. 

Applying the actual and complete statutory language, we hold a draft 

operating agreement does not become the operating agreement of an LLC 
A-1152-20 14

unless it is "the agreement . . . of all the members of" the LLC, N.J.S.A. 

42:2C-2, meaning "all the members" have to agree to it.8 If all existing 

members do not agree to the draft agreement when it is proposed, then the 

draft operating agreement remains just that – a draft agreement; it never 

becomes the operating agreement of the LLC. If all members agree to a draft 

operating agreement, it then becomes the operating agreement of the LLC and 

any subsequent members are bound by the already-existing operating 

agreement. If the court's finding that defendants were members of PPN in 

2014 is correct and if defendants' assertion that they never agreed to the draft 

operating agreement, which the trial court found was "drafted and circulated in 

8

 Our reading of the Act is consistent with commentary to the parallel sections 

of the Uniform Limited Liability Company Act (2006) (amended 2013) (Nat'l 

Conf. of Commr's on Unif. State Ls., Draft Aug. 19, 2015) (ULLCA). 

Compare N.J.S.A. 42:2C-2 and -12(b) with ULLCA §§ 102(13) and 106(b); 

see also ULLCA § 102 cmt. (para. 13) (describing § 106(b) as "deeming new 

members to assent to the then-existing operating agreement" and noting "[a]n 

agreement among less than all members might well be enforceable among 

those members as parties, but would not be part of the operating agreement") 

and § 106 cmt. (b) ("a person becoming a member of an existing limited 

liability company should take precautions to ascertain fully the contents of the 

operating agreement"). A person "becoming a member of an existing" LLC 

can "ascertain . . . contents of the operating agreement" only if the original 

existing members of the LLC already have agreed to and adopted the operating 

agreement. Id. at § 106 cmt. (b) (emphasis added). Even if a rudimentary 

operating agreement is deemed to exist on the formation of an LLC, see id. at 

§ 102 cmt. (para. 13), that rudimentary operating agreement would require the 

"consent of all the members" to amend it, see id. at § 407(b)(4)(B). Compare

ULLCA § 407(b)(4)(B) with N.J.S.A. 42:2C-37(b)(5).
A-1152-20 15

or about January 2015," is correct, then the draft agreement was not the 

agreement of "all the members" and it never became the operating agreement 

of PPN. 

The Act does not specify how the members must indicate their 

agreement to a draft operating agreement in order to render it effective. It 

does not require their agreement to be bound by an operating agreement be in 

writing or that it be executed by them. In fact, the operating agreement itself 

need not be written and may be oral. N.J.S.A. 42:2C-2 (including "oral" 

agreement in definition of operating agreement). 

A party to a contract can show assent to the terms of a contract in 

writing, verbally, or by their acts. Skuse v. Pfizer, Inc., 244 N.J. 30, 50 

(2020). The parties concur defendants did not agree in writing or verbally to 

the draft operating agreement. They dispute whether defendants' actions 

constituted consent to the draft operating agreement. Because of that genuine 

dispute9and because the trial court incorrectly interpreted N.J.S.A. 42:2C12(b), we reverse its order granting in part plaintiff's motion for partial 

9

 The trial court briefly touched on defendants' actions. Given the fleeting 

nature of that reference, the trial court's finding of a material issue as to 

whether Maro agreed to the draft operating agreement, and the court's repeated 

reference to the language of N.J.S.A. 42C:2C-12(b) as the basis of its decision, 

we do not view the court's cursory allusion to defendants' conduct as a 

resolution of this issue. 
A-1152-20 16

summary judgment and affirm its order denying defendants' cross-motion for 

partial summary judgment.

"A [trial] court's discovery rulings should not be reversed on appeal 

absent an abuse of discretion or a mistaken understanding of the applicable 

law." Bayer v. Twp. of Union, 414 N.J. Super. 238, 272-73 (App. Div. 2010); 

see also Capital Health Sys. v. Horizon Healthcare Servs., 230 N.J. 73, 79-80 

(2017). Discovery rules "are to be construed liberally in favor of broad 

pretrial discovery." Payton v. N.J. Tpk. Auth., 148 N.J. 524, 535 (1997); see 

also Capital Health Sys., 230 N.J. at 80. Discovery includes the obtaining of 

any information, not privileged, relevant to the subject matter involved in the 

pending action including information related to a party's claim. See R. 4:10-

2(a). The scope of discovery, however, is not infinite. Bayer, 414 N.J. Super. 

at 272. Rule 4:10-3 allows a court to prevent the disclosure of certain 

discoverable information "for good cause shown . . . to protect a party or 

person from annoyance, embarrassment, oppression, or undue burden or 

expense." "Good cause" is determined on a case-by-case basis. Ullmann v. 

Hartford Fire Ins. Co., 87 N.J. Super. 409, 414 (App. Div. 1965). 

The "[d]isclosure of a litigant's tax return is . . . a highly sensitive 

endeavor." Campione v. Soden, 150 N.J. 163, 190 (1997). Generally, "[a] 

taxpayer is entitled to nondisclosure of his or her [tax] return absent a 'strong 
A-1152-20 17

need' for information contained in the return." Ibid. (quoting Ullmann, 87 N.J. 

Super. at 415). But the production of tax returns can be ordered if "it clearly 

appears they are relevant to the subject matter of the action or to the issues 

raised thereunder, and further, there is a compelling need therefor because the 

information contained therein is not otherwise readily obtainable." Ullmann, 

87 N.J. Super. at 415 (quoting Cooper v. Hallgarten & Co., 34 F.R.D. 482, 484 

(S.D.N.Y. 1964)); see also Campione, 150 N.J. at 189-90.

We see no abuse of discretion in the trial court's order requiring the 

production of defendants' tax returns if they or their expert witnesses "intend 

to use any information contained within these tax returns at trial or in 

preparation of any expert report." The trial court recognized the sensitive 

nature of the production of tax returns and appropriately narrowed the 

circumstances of their production. Neither the judge's ruling nor ours 

precludes the taxpayer from seeking redaction of any parts of the relevant tax 

returns so as to protect the taxpayer's privacy about information within those 

documents that is irrelevant or not likely to lead to the discovery of relevant 

information.

Affirmed in part as to the orders denying defendants' summary judgment 

motion and compelling defendants to produce their tax returns; reversed in part 

as to the order granting in part plaintiff's motion for summary judgment; 
A-1152-20 18

remanded for proceedings consistent with this opinion. We do not retain 

jurisdiction.