By Jim Schutze
By Rachel Watts
By Lauren Drewes Daniels
By Anna Merlan
By Lee Escobedo
By Eric Nicholson
The next day, Charlotte phoned Dr. Braun. Good news, she told him. Dr. West, the other physician at the clinic, had agreed to be her medical director. She was now ready to come to terms.
Two weeks later, on January 3, 1995, Mike Collins relayed Dr. Braun's offer: he would sell her the clinic for $500,000, payable over three years. He would carry the note. She would assume all liability, including the pending lawsuit. Dr. Braun would retain one representative on the board during the payout to make certain his interests were being protected.
Charlotte was unenthused. The idea of Dr. Braun retaining a seat on the board sounded like sabotage to Charlotte. Although the clinic had realized some profit in the last few years, it was nothing compared to the kind of money she would need to meet this new obligation. And the idea of compromising her vision to maximize profits, as always, made her pause.
In the meantime, Mike Collins was proceeding ahead full throttle. If Charlotte did buy the clinic, it would be hers to do as she wished. But if she resigned, Dr. Braun had his lieutenants in place. Mary Jones and Kassie Gossom were two clinic staffers who were loyal to Dr. Braun and stood ready to run the clinic as a business.
On January 25, 1995, Mike Collins convened an emergency meeting of the board of directors at his office. Dr. Braun was present but remained silent. The following day, said Collins, a mediation session was scheduled for the Thorpe lawsuit. He listed the major complaints Lindsay had against the clinic. He wanted to be able to "state certain things as facts" to Lindsay, that "policies she felt hurt by were no longer in place." He wanted to be able to tell her that staff meetings were all business now, that discussions of personal feelings were a thing of the past; that The Form had been eliminated, and the management report fully implemented.
Collins went around the room and asked each board member individually: "Can you go along with this?" Kassie Gossom, the business manager aligned with Dr. Braun, said yes. Sallie Stratton, a supervisor aligned with Charlotte, reluctantly agreed. Then Collins turned to Charlotte. She saw this confrontation as an ultimatum. If she didn't agree, she felt she would be fired. And she wasn't ready to leave the clinic. She could live with this, dance around the management study until they came to terms on the purchase. "No problem," she told Collins.
The lawyer had done his job. With the buyout as the carrot and the lawsuit as the stick, Collins kept Charlotte off balance and got his way. The next day the lawsuit was settled, says Collins, for an undisclosed amount.
Pressing his advantage, Collins called an emergency meeting of the board the following day, January 27. Charlotte was sick that day but came to the clinic with only 30 minutes notice. Collins began the meeting, saying now that the lawsuit had been settled, they could get on with business.
He announced that since Dr. Braun was the owner, he would now be chairman of the board. His wife, Ginny Braun, was also made a board member. Her job would be to interview each staff person, work with them, determine what their needs were. Collins wanted to address the staff immediately, introduce Ginny, himself--inform the staff of all the changes.
Although Collins says he wasn't stacking the board against Charlotte, she knew at that moment she had to leave. She couldn't stand there in front of her staff and admit that she had agreed to this. "It would have been a desecration of the staff," recalls Charlotte. "Like giving them a Trojan horse."
She convinced Collins to wait a few days; most of the staff was still in surgery. The delay would give her the opportunity to speak with her staff and explain why she was tendering her resignation. "There was no way my values and my vision were going to be honored. It was going to be an excruciating experience for me to continue."
Mike Collins says that Charlotte's resignation came as a "quasi" surprise to him. What must have surprised him even more was the faxed counter-offer for the purchase of the clinic that he received from Charlotte's lawyer on January 30, the same day she resigned: total price: $250,000, with the first $75,000 to be paid at closing, and the rest to be paid within one-year. No outside board members, just a one year no-recourse note to Dr. Braun.
Collins' response was as quick as it was terse. "My client has decided it would not be in his best interest to finance this purchase...The clinic is not going to be sold at a distressed fire-sale basis. The clinic will remain a viable business entity."
Earlier that morning, Dr. Braun received Charlotte's formal letter of resignation: "I am writing with deep sadness to make my formal resignation as Director of the Routh Street Women's Clinic...We both know that it will not work for me to be here with the changes you are making...I have given my heart to this undertaking and have been richly rewarded in learning and love...What I have given and received cannot be measured."