Pago Pago, AMERICAN SAMOA — The CEO of Hope Dialysis Center, Chris Fisher is calling the actions by HDC’s board to remove him as president and CEO of the corporation an attempted corporate coup to take over HDC. He reiterates that HDC will close its’ doors next month because “Medicaid refuses to reimburse HDC’s Medicaid patients after April 16 which is half of HDC’s monthly revenues.”

Samoa News reported on Monday, Apr. 11, 2022 that HDC’s board of directors had passed a resolution to remove Fisher as president of the corporation, suspending him as a director of the HDC Board, and terminating him as an employee of HDC for cause. Several reasons are cited for Fisher’s removal in the resolution, calling them “a pattern of malfeasance in his [Fisher] capacity as president and chairman,” as well as having “acquired information suggesting that Chris Fisher may have also misappropriated HDC funds for payment of personal expenses.”

Fisher in response told Samoa News in an earlier email that he owns 50% of the shares and “I can't be outvoted.”

In a recent email, dated Apr. 11 to Samoa News, responding to a story published on the same date about the center closing next month and the resolution passed by the HDC BoD, Fisher issues the following statement as founder and chairman of HDC:

“In my absence, HDC’s board members illegally obtained private financial records in HDC’s TBAS account then made false assumptions about them. Without any discussion to HDC’s accountants or myself, the board members attempted a corporate coup to take over HDC after I announced HDC would be closing due to no more Medicaid reimbursement. I was then slandered by shareholders, who created a believable but false scenario.

“On April 5 members of HDC’s board of directors led by their attorney Thomas Jones, held an unauthorized meeting without contacting me in violation of HDC corporate bylaws. Then, they created a forged document to oust me on the same day, and went to TBAS with said document to illegally access HDC’s corporate bank account and take control of the corporation and all assets. TBAS stopped the action citing the board members violated HDC’s corporate bylaws and didn’t include me.

“HDC’s attorney Togiola issued Thomas Jones a “Cease and Desist” on April 7 which was ignored and the board members were removed from HDC’s board by myself, the majority shareholder and Chairman, on April 8.

“HDC staff attempted to steal my vehicle, so the police were involved for the recovery of my property. The hostile takeover continued on April 9 by shutting off HDC’s security system so I cannot access it, HDC staff refused to make bank deposits required to continue business operations, and staff told patients and vendors that Jean Letarte who is an employee, is the new owner in charge.

“HDC will shut down next month. This was previously stated on HDC’s facebook page and distributed to the media. The reason for HDC’s shutdown is Medicaid refuses to reimburse HDC’s Medicaid patients after April 16 which is half of HDC’s monthly revenues.

“If shareholders believe I did something wrong, they should report these allegations to the authorities for a proper investigation. Instead, they chose to sabotage the corporation to loot the bank account after I announced we were forced to close.”

Fisher also included the Notice to Cease and Desist issued to Thomas Jones on Apr. 7, 2022, by HDC’s lawyer, Togiola Tulafono. It is as follows:

"NOTICE TO CEASE AND DESIST:  This is notice to you and all those who are aiding and abetting in this illegal conspiracy labeled a termination of Chris Fisher as President and CEO of Hope Dialysis as represented by your letter which was copied to me in the email I am replying to here. 

“You and your co-conspirators have attempted to meet as a board of directors without notice to all the directors and without notice to the holder of the majority of shares of the corporation. Cease and desist now, and publish notice and the newspaper informing the public and all those whom you have notified that Mr Fisher was terminated, informing all that the notice was a mistake and is withdrawn.

“Do this also as a retraction of the libel and slander you have all circulated against Mr. Fisher. 

“Stop this nonsense now and stop interfering with the business of the company.

“This attempt at forcibly ousting Mr Fisher in my opinion is nothing less than an illegal corporate coup staged by your clients on your advice. This will have serious consequences if you and your clients do not stop this nonsense.

“If you all want to call a meeting of the shareholders or the board of directors, let us follow the proper corporate procedures the make proper determinations of your client's claims.

“Make your publication and notifications by Friday, April 8, 2022 as well as withdrawal of the illegal notice you and your clients have served on the Territorial Bank of American Samoa attempting to interfere with the business of Hope Dialysis. 

Sincerely.  Togiola Tulafono, Attorney for Hope Dialysis Center.”

Fisher further included the notice issued to directors notifying them that he has removal them from the Board of Directors of HDC.

“DATE:  4/8/2022

“TO:  Jean Letarte, Johnson Masunu

“You are hereby notified that, in accordance with Section 38 of the Bylaws of Hope Dialysis Center, Inc., the Chairman Chris Fisher, the majority shareholder has removed you from your position as board director of said Corporation.

“This action of the Chairman, taken by means of your lack of response to a cease and desist to you and your counsel, effectively removed you from office as of today 4/8/2022.

“The remaining action is to contact TBAS and reverse your illegal banking resolution by 4/11/2022 or legal action will be taken against both parties.”

Fisher signs the notice as Chris Fisher, Chairman, Hope Dialysis Center.

The CEO, in his Apr. 11th email to Samoa News, said, “The bottom line is we have to close because of medicaid.

“If I could make it work I would for the patients.

“Hopefully ASG will buy us as a satellite clinic for LBJ so everyone wins,” he concluded.

MEMORANDUM OF UNDERSTANDING

Samoa News reported on Tuesday, Apr. 12 about a case that will be brought against HDC by the government, if the matter cannot be settled amicably, for alleged breach of the Memorandum of Understanding (MOU) between the center and the American Samoa Venture Fund (ASVF). The action was requested by the Department of Commerce, according to the Attorney General’s Office.

The ASVF provided a $300K “capital infusion to HDC”, and with the alleged breach of the MOU, the dialysis center is being told, among other things, that it must return the money.

Samoa News reached out to Fisher for a comment about the MOU and the possible ‘breach’. In an email response, dated Apr. 11, he released the following statement:

“MOU’s are non-legally binding agreements between investors and a corporation. Theres no possibility of a lawsuit as it is meritless.

“The AG document says they want their money back and our investment docs state investments are risks and there’s no guaranteed returns unless the corporation profits.

“I have contacted the DOC three times in the past 2 months to speak with the director with no response.

“As far as I know, the ASVF is no longer active and all the people I originally worked with are gone.

“ASVF initially had a board seat but their member never showed up so he was removed per our guidelines.

“ I believe they heard that HDC is closing next month so they filed this for whatever reason,” Fisher concluded.

In an aside, Fisher added that he is not on-island (in the territory) and has not been ‘properly served’ the letter — “Without service, there’s no suit so this isn’t news until I’m served in person.”