UNPUBLISHED

UNITED STATES COURT OF APPEALS

FOR THE FOURTH CIRCUIT

No. 15-2519

STEPHANY SWART, M.D.,

Plaintiff - Appellant,

v.

SURENDRA PAWAR, M.D.; MONONGALIA RADIOLOGY ASSOCIATES, 

P.C.,

Defendants - Appellees,

and

MARK KRAULAND; JAMES BOLT; KLINE, KEPPEL & KORYAK, P.C.,

Defendants,

v.

WADE B. STOUGHTON; ERIC D. JOHNSON, M.D.; CYNTHIA JOHNSON,

Third Party Defendants.

No. 15-2555

STEPHANY SWART, M.D.,

Plaintiff - Appellee,

v.
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MONONGALIA RADIOLOGY ASSOCIATES, P.C.,

Defendant - Appellant,

and

SURENDRA PAWAR, M.D.; MARK KRAULAND; JAMES BOLT; KLINE, 

KEPPEL & KORYAK, P.C.,

Defendants,

v.

WADE B. STOUGHTON; ERIC D. JOHNSON, M.D.; CYNTHIA JOHNSON,

Third Party Defendants.

Appeals from the United States District Court for the Northern District of West Virginia, 

at Clarksburg. Irene M. Keeley, District Judge. (1:14-cv-00010-IMK-MJA)

Argued: March 23, 2017 Decided: April 6, 2017 

Before MOTZ, THACKER, and HARRIS, Circuit Judges.

Affirmed by unpublished per curiam opinion.

ARGUED: Paul J. Harris, HARRIS LAW OFFICES, Wheeling, West Virginia, for 

Appellant/Cross-Appellee. James Michael Baggett, MCCANN GARLAND RIDALL &

BURKE, Pittsburgh, Pennsylvania, for Appellees/Cross-Appellant. ON BRIEF: James 

T. McClure, GOMPERS MCCARTHY & MCCLURE, Wheeling, West Virginia, for 

Appellant/Cross-Appellee. William A. Kolibash, PHILLIPS GARDILL KAISER 

KOLIBASH & ALTMEYER, PLLC, Wheeling, West Virginia, for Appellees/CrossAppellant.

Unpublished opinions are not binding precedent in this circuit.
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PER CURIAM:

Monongalia Radiology Associates (“MRA”) is a professional corporation 

incorporated in Pennsylvania. Until it ceased doing business in December 2011, MRA 

had its principal office in West Virginia and provided radiological services to two 

hospitals in West Virginia. MRA has a board of directors composed of two directors: 

Dr. Surendra Pawar, the president of the corporation, and Dr. Stephany Swart, the 

secretary and treasurer. Pawar and Swart each hold 50% of the voting shares in MRA, 

which employed both of them.

At some point in late 2010 or early 2011, the relationship between Swart and 

Pawar soured and MRA became unable to function effectively. In December 2011, MRA 

ceased providing radiology services and ceased doing business. MRA’s sole office is 

now in Pennsylvania and its activities are limited to dissolving the corporation’s pension 

plan and responding to litigation.

Swart filed suit in West Virginia state court against Pawar, MRA, and several 

others; she asserted claims for fraud and breach of fiduciary duty against Pawar and 

MRA, and conversion against Pawar. MRA counterclaimed against Swart for breach of 

fiduciary duty, breach of contract, and contractual interference. Pawar also filed 

counterclaims against Swart. After Swart filed her complaint, one of the other defendants 

removed the case to federal court with the consent of all defendants. Swart moved to 

remand, arguing that because she had not given her approval for MRA to consent to 

removal, MRA had not actually consented and the unanimity requirement of 28 U.S.C. 

§ 1446 had not been met. The district court denied the motion to remand.
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After over a year of discovery and the dismissal of the other defendants, in a 

thorough written opinion, the district court dismissed with prejudice some of the parties’ 

claims and counterclaims. The court granted summary judgment to Swart on all of 

MRA’s counterclaims, holding that Pawar did not have the authority as president of 

MRA to bring claims in the name of the corporation against a co-equal owner and that 

Pawar had not met the pleading requirements of Federal Rule of Civil Procedure 23.1 to 

bring a derivative action. The district court also dismissed part of Swart’s conversion 

claim against Pawar and one of Pawar’s counterclaims. Swart then voluntarily dismissed

with prejudice her conversion claim in its entirety. Several weeks later, the district court 

dismissed the remainder of Swart’s claims and Pawar’s counterclaims, holding that their 

claims were derivative of those of the corporation and that, therefore, neither Swart nor 

Pawar had standing to bring their claims in a direct action. This appeal and cross-appeal 

followed.

On appeal, Swart challenges the district court’s dismissal of her claims as 

derivative of those of the corporation, the district court’s choice of law determination, 

and the district court’s finding that Pawar had the authority to consent on the 

corporation’s behalf to the removal of the case to federal court. MRA’s cross-appeal 

challenges the district court’s determination that Pawar did not have authority to bring 

counterclaims against a co-equal owner in the name of the corporation and that he had 

not adequately pled a shareholder’s derivative action. Pawar does not appeal the 

dismissal of his individual counterclaims.
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After careful consideration of the relevant legal authority and the parties’ 

extensive briefs and oral arguments, we can find no error in the district court’s lengthy, 

detailed, and careful opinions. Accordingly, we affirm on the basis of the district court’s 

excellent opinions.

AFFIRMED