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Texas Court Asked to Appoint Receiver for Key Subsidiary of TSX Listed Northstar Healthcare, Inc. (TSX NHC) on Claims of Mismanagement and Breach of Fiduciary Duty
Date:2/17/2010

ES OF ACTION First Cause of Action – Breach of Fiduciary Duty (Against Defendants Northstar Healthcare General Partner, L.L.C. and Northstar Healthcare Limited Partner, L.L.C.) 25. Plaintiff repeats and realleges each allegation set forth herein. 26. Plaintiff and the Northstar companies are parties to the Amended and Restated Partnership Agreement of The Palladium for Surgery—Houston, Ltd. ("Partnership Agreement"). The Partnership Agreement governs the responsibilities of the members of the Partnership. 27. Defendant Northstar Healthcare General Partner, L.L.C. is the general partner of the Partnership, and Defendant Northstar Healthcare Limited Partner, L.L.C. is a limited partner in the Partnership. Under the terms of the Partnership Agreement, the Northstar companies owe a duty of loyalty and a duty of care to the Partnership and its members. 28. Plaintiff specifically limits the scope of his cause of action to events occurring after October 21, 2009. 29. On information and belief, without informing Plaintiff or the Partnership, beginning in January 2010, the Northstar companies began attempting to divert the Partnership's most important assets—its physicians—to a competing ambulatory surgery center. 30. On information and belief, the Northstar companies are offering the opportunity to invest in the competing new surgery center to some limited partners but not to other limited partners, including Plaintiff. 31. On information and belief, without informing the Partnership, beginning in November 2009, the Northstar companies attempted to sell Palladium to one of the current partners for approximately $2.6 million. 32. On information and belief, without informing the Partnership, beginning in November 2009, the Northstar companies engaged in self-
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SOURCE Brad Kovnat
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