INDEX NO. 70606/2017 FILED: WESTCHESTER COUNTY CLERK 12/19/2017 11:18 AM NYSCEF DOC. NO. 1 RECEIVED NYSCEF: 12/19/2017 SUPREME COURT COUNTY SAMIR SODHA, CHRISTOPHER V. OF THE STATE NEW YORK OF OF WESTCHESTER BASSORA, HANNA YEON, INZERILLO, Date M.D., BEHARRIE, M.D., Index and 12/19/17 No.: SUMMONS -against- of Basis Plaintiffs' RUN HEALTHCARE CRYSTAL Filing: M.D., Plaintiffs, RUN of ROCCO M.D., ANDREW M.D., KIM, HOWARD M.D., HEALTHCARE HOLDINGS II, TRANSFORMATION residence in Westchester Bronxville, County. CRH LLP, RUN CRYSTAL and LLC, CRYSTAL LLP, PHYSICIANS venue: HOLDINGS, LLC, Defendants. ABOVE THE TO YOU Samir Sodha, Andrew on Plaintiffs' day personally answer, of delivered judgment SUMMONED Howard and M.D., (or will M.D., V. Hanna Kim, M.D. within to you be to Yeon, within attorneys service DEFENDANTS: HEREBY M.D., Beharrie, the of the ARE NAMED within taken (30) the against in this days days after State you the Christopher (20) twenty thirty answer of New by action the Complaint. 1 of 35 Rocco to serve a copy service service for of this is complete and York); default and the of M.D., Inzerillo, after the Complaint Verified in case relief of the Bassora, of your your demanded Answer Summons failure in M.D., exclusive Summons, if this Plaintiffs, to the is not appear Verified or FILED: WESTCHESTER COUNTY CLERK 12/19/2017 11:18 AM NYSCEF DOC. NO. 1 Dated: RECEIVED NYSCEF: 12/19/2017 December 19, 2017 & GANFER LLP SHORE, By: v . Shore Brad Matetsky Ira Madeline 360 New R. Lexington New York, Greenblatt Avenue (212) 922-9250 (212) 922-9335 York (facsimile) sshore@ganfershore.com Attorneys TO: CRYSTAL RUN HEALTHCARE 155 Run Crystal Middletown, CRYSTAL 95 Crystal Middletown, York Crystal Middletown, CRYSTAL 95 Crystal Middletown, LLP PHYSICIANS LLP Road New York II, Run 10941 LLC Road New RUN Run Plainnys 10941 RUN HEALTHCARE Run for Road New CRH HOLDINGS 155 INDEX NO. 70606/2017 York 10941 TRANSFORMATION HOLDINGS, Road New York 10941 2 of 35 LLC 10017 INDEX NO. 70606/2017 FILED: WESTCHESTER COUNTY CLERK 12/19/2017 11:18 AM NYSCEF DOC. NO. 1 RECEIVED NYSCEF: 12/19/2017 SUPREME OF NEW STATE YORK OF WESTCHESTER SAMIR V. OF THE COURT COUNTY SODHA, CHRISTOPHER BASSORA, KIM, YEON, INZERILLO, No. Index M.D., ROCCO M.D., ANDREW M.D., HANNA HOWARD M.D., BEHARRIE, COMPLAINT VERIFIED and M.D., M.D., Plaintiffs, -against- RUN HEALTHCARE CRYSTAL RUN HEALTHCARE HOLDINGS II, CRH LLP, RUN CRYSTAL and LLC, TRANSFORMATION CRYSTAL LLP, PHYSICIANS HOLDINGS, LLC, Defendants. SAMIR Plaintiffs, INZERILLO, Verified Run BASSORA, against Healthcare their LLP Holdings, LLC (a/k/a Run CRH-II LLP), CRH "New as and LLP, (" ("Crystal LLP Holdings II, Entities" Entities"), HANNA and M.D., Shore, Healthcare the (collectively, BEHARRIE, 4 CHRISTOPHER V. M.D., Ganfer attorneys, Crystal Defendants, YEON, ANDREW M.D., by Physicians Transformation HOWARD M.D., "Plaintiffs" "Plaintiffs"), (collectively, Complaint Crystal Run ROCCO M.D., M.D. KIM, SODHA, for their and Run") and LLC, and state Crystal allege as follows: STATEMENT PRELIMINARY 1. This is Plaintiffs' Run's Crystal combination existence Run's with in other action for interests partnership business an its current physician Crystal Run, institution - in a larger and declaratory form and will injunctive predicated a combination have a material members. 3 of 35 relief and for upon Crystal that admittedly adverse effect the redemption Run's will on of impending end Plaintiffs Crystal and INDEX NO. 70606/2017 FILED: WESTCHESTER COUNTY CLERK 12/19/2017 11:18 AM NYSCEF DOC. NO. 1 RECEIVED NYSCEF: 12/19/2017 Each 2. experience, In is of a decade matters a board-certified with physician at Crystal working Run would be required 4. The at its to provide created newly regardless of interest; entire State agreement whether years many locations in of and Orange of also physician's New contains departure, overbroad and agreement. that draconian which are unenforceable Essentially, from partners new employer to might and non-compete would judgment provision become of this even Crystal indentured require with for was in treatment effect than existing to patient' patient's the the employment taking Run's the within proposed broader servants entity, things, anywhere The they employees. Montefiore purportedly temporally that employment virtually direct. Making business other that move covenants geographically to business Plaintiffs from a partners. created among patients a physician proposed into resigning refer to non-compete Plaintiffs would, professional require the physicians ever the including a newly Crystal the upon already partnership Run's New Entities. Crystal 5. transaction, the Run has admitted physicians' ownership that interests in connection in Crystal 2 4 of 35 Run with are the being it ("Montefiore"), physician with before their of agreements physicians in other physicians agreement notice require unreasonably York other Center economics that Plaintiffs, including Medical Run's member employment believed they would the (3) would entity; and and years' three its partners, The Crystal to employment Plaintiffs proposed City. and advised new sign transform would physicians to Run physician Montefiore York Plaintiffs to Crystal its with New in unfavorable worse, advised combination headquartered are still Run a business institution combination Crystal 2016, into entering larger best Plaintiffs Counties. 3. which the at least including Sullivan was of impending transferred Montefiore to a different a INDEX NO. 70606/2017 FILED: WESTCHESTER COUNTY CLERK 12/19/2017 11:18 AM NYSCEF DOC. NO. 1 RECEIVED NYSCEF: 12/19/2017 in and entity addition LLP Physicians is being 6. 1, has and employment the Run agreement and threatened to declined advise other Because Exactly upon the non-signing would Guaranteed number years of counsel and more even the need financial and tens adequately additional of millions funded. $7 in Absent million or their would you enter of which he and specific the tens of will will investment litigation signed the as signing Partners in be even transaction keep have be the addition, would to Partners last a specified have millions the executed non-signing required the all and Partnership the and outside who consequences lose depend non-signing In with of will for apply. Partners the million transaction is no Partnership analyze the a closing, the Agreement still capital working $20+ the as a result If, in the case, any would aborted, to employment e-mail Partners Agreement to new stated: there non-signing to an the Officer new e-mail the and January unwilling the with Partners, with risk occurs. in Partnership and as of documents. In remain Partnership closing the covenants the transaction is sign, - the grave partners signing Healthcare Executive sign to part, are Chief disagreed all Employment would the on current to restrictive negative if and the they transaction. the asked responded transaction to and offered. relevant binding proposed by if In in the to proceeds (Emphasis of rights are requirement the dollars effect documents terms declined CEO reference Partner to is significant refusal an bound Committee the Partners, plans the be the Management there on Payment Specifically, in happens what effect Partners votes the they terms. Partners Run take transaction Plaintiffs if of new the Partnership for 2) year. on on the will transaction such of Run's millions employment provision of Crystal for various favor happen documents. Crystal as transaction the documents one 2017, would Plaintiffs sue to accept 1) 15, in other and what that sign not known business. Plaintiffs are agreement to new determined that On December Run now has entity" professional the Plaintiffs employment Crystal for demanded agreement. 7. "new a created Crystal 2018 into that the to health put up lost. added). 8. threatening," Despite the its substance paragraph introductory of the e-mail that that Crystal 5 of 35 purports Run's CEO to be sent "respectful" to Plaintiffs and is that "non- they INDEX NO. 70606/2017 FILED: WESTCHESTER COUNTY CLERK 12/19/2017 11:18 AM NYSCEF DOC. NO. 1 have no employees hold them millions the but choice become will RECEIVED NYSCEF: 12/19/2017 dollars, amounts they with burdensome book patients' the longer see her though her own to Crystal its with contributions Run. Plaintiffs these payments. to with physician was as When not is thus and of at the this new practice a result of recent press had apparently whose consulted a senior of the and Run was not was physicians into terms. in the at the answering work In that been have physicians. a different context developments and location. also hundreds instead at least could she patient no even physician, The of thousands of made decisions of Crystal Run's was asked learned recently then Run and Plaintiffs, told them pay protested changed. coverage 6 of 35 seeing for Amended for they Run Partnership Entities recent where seeing Crystal its responsible Plaintiffs the decision at Crystal other experienced begin administration about executive made less Fourth New locations with and must of personnel Run Restated to them to refusing coerce the light sue employment with in one instead to seeking appointments seeing the Crystal else likely and and interests, or while Amended affiliate senior Run alternative the best affiliated, unconscionable Crystal practicing but official a public the that less and still Plaintiffs, executives were learned making a history in Plaintiffs at the from be Crystal problematic have appointments physician senior unfair is particularly away as did Run that to their in provisions, Third or its appointments Plaintiffs 10. and insistence long-time Run, with Plaintiffs a patient instance, Run's Crystal and in equity Agreement" Agreement"), transaction patients their of wish not non-compete Crystal Agreement. do they is not believe they draconian under owed booking steer to which them deprive Recently, and a transaction and transaction Run. directed Run entity Defendants' telephones one an "Partnership Montefiore Crystal to of are in the 9. the by Partnership acquisescing of bound and (the Restated be to of Agreement to to dollars favorable management explain what that in Crystal campaign to Crystal to appeared make to INDEX NO. 70606/2017 FILED: WESTCHESTER COUNTY CLERK 12/19/2017 11:18 AM NYSCEF DOC. NO. 1 RECEIVED NYSCEF: 12/19/2017 be an unlawful needs and to do 11. will cease to of either the and are and Montefiore; and such provisions Crystal Run Crystal are or the Run events; that if Crystal Run that the non-compete New agreement Entities. the of the and is Plaintiff a physician Samir licensed Sodha, also to practice Crystal of not seek finding, Run both and damages Agreement; not may in the be amounts that (2) that or on other with combination agreement partnership and (1) predicated liability the current and alia, Agreement Plaintiffs to apply inter following the provisions determining, withdrawal no is agreement. Partnership have employer the non-compete Partnership other and in that any event, enforced by either that are owed Valley, New York Dr. Sodha first they Agreement. Partnership M.D. the unenforceable THE 13. do and Plaintiffs terms in accounts declaring, the Agreement. Partnership employment specifically partners are a "Terminating because judgment will leave management Plaintiffs capital overbroad new under for the addition, and and provisions invalid, In proposed Plaintiffs they of of their declaratory provided that constitutes provisions occurred things which in Montefiore onerous parties, have (3) employment a certain entity distribution or the the payments overbroad, under of to new the by seek Events the such (4) proposed the obligations to obligations bound the agreement. that Agreement Terminating of occurrence financial and entitled of Plaintiffs of with the are about. applicable to receive not Partnership rights the Plaintiffs are the terms the form the there know not combination under right Accordingly, Liquidating the Plaintiffs in the Event" with need Run upon Plaintiffs' existing 12. Crystal that substance, physicians exist accordance exist, declaring to trigger in ceasing that a "Liquidating events payments fact in responded, other the The and These by that admittedly Event" he payoff, PARTIES is an individual medicine in 7 of 35 the in residing State of Central New York. INDEX NO. 70606/2017 FILED: WESTCHESTER COUNTY CLERK 12/19/2017 11:18 AM NYSCEF DOC. NO. 1 became and RECEIVED NYSCEF: 12/19/2017 employed by at Crystal practices 14. employed licensed 15. New Inzerillo first orthopedist became employed and first became employed orthopedist and in the practice Run location in medicine Crystal Run in and Run's 2009 an Bronxville, York. in and in Dr. He the orthopedist New Yeon an is first York became orthopedist in of New a partner New and in a partner in Middletown, Dr. York. 2007. Franklin New of State in Ridgewood, He is an York. residing the residing State became became in locations in individual individual practice York. 2010. Middletown, an is in is 2005 to at Crystal of New is an He New residing medicine in 2006. York. M.D. M.D. Bassora, Hill, State New Inzerillo, Run's Rock a partner Middletown, Crystal in individual licensed by practices is an to a partner and became licensed Rocco is a physician and and in by became medicine 2008 at Crystal practices Plaintiff M.D. Christopher a physician 16. Jersey V. is and Jersey in and in Middletown Yeon, location Run's Plaintiff 2004 to practice Run at Crystal practices in locations Howard Crystal by Run Run's Plaintiff is a physician and Crystal Dr. York. 2011 or Bassora He is an 2012. Rock and Monroe, New Lakes, Hill, New York. 17. is a physician became employed and and practices 18. is a physician employed practices Andrew Plaintiff by licensed by to Crystal Run's Plaintiff Hanna licensed to Crystal at Crystal Run Run's practice Run at Crystal M.D. Beharrie, in 2007 M.D. is an medicine in and locations and the individual in the State a partner became in Middletown, Rock 6 8 of 35 New of a partner in Rock Hill, and residing of in Hill, in residing State became in Middletown practice 2008 in medicine locations Kim, is an individual New 2010. and in Dr. York. 2009. Goshen, first orthopedist York. New Bronxville, She York Beharrie is an He New York. New Harriman, Dr. is Kim first a dermatologist New York. York and became and INDEX NO. 70606/2017 FILED: WESTCHESTER COUNTY CLERK 12/19/2017 11:18 AM NYSCEF DOC. NO. 1 RECEIVED NYSCEF: 12/19/2017 19. principal Defendant of place 20. (a/k/a CRH-II discussed 21. limited LLC Upon is a New limited New limited liability with partnership its York. Defendant belief, York information and created company 22. York Run Crystal liability Healthcare created partnership LLP Physicians for of purposes the herein. Upon liability and a New is New a is in Middletown, information LLP) transactions located business Upon Run Crystal for information York limited belief, Defendant purposes of the and liability CRH Run Crystal created company for LLC II, discussed transactions Defendant belief, Holdings of purposes a New is York herein. Transformation Holdings the discussed transactions herein. AND JURISDICTION 23. Section 3001 This 7 of and the 6301 the acts 301 This and and 302 of of two State the Court has it in of the the is organized County of and and action the in operates Westchester of the pursuant to and Law, Judiciary Article VI, Sections Rules. over took action this 140-b jurisdiction personal to this over Section Law Practice rise giving jurisdiction Constitution, Civil because Venue residence subject-matter has York omissions 25. the New et seq. 24. CPLR Court VENUE place State of the State pursuant to the within is proper Crystal Defendant, New York of New CPLR under Run, and because York. 503 based upon in the State parties. FACTS 26. of New specialty. York Dr. Each of and has Sodha, the Dr. is a physician Plaintiffs many Yeon, years Dr. of duly experience Inzerillo, Dr. licensed medicine practicing Bassora, 7 9 of 35 to practice and Dr. Beharrie medicine in his are or her orthopedists field of and INDEX NO. 70606/2017 FILED: WESTCHESTER COUNTY CLERK 12/19/2017 11:18 AM NYSCEF DOC. NO. 1 Dr. Kim RECEIVED NYSCEF: 12/19/2017 is a dermatologist. 27. about Crystal 1, 1996 May and services, been and that partnership 28. physician 30. do Agreement of Plaintiffs entered practice formed 2 in Crystal Run always Sullivan a has Crystal present, is or on healthcare is and At County, present, was providing counties. Rockland two medicine, medical adjoining Run 1 in County, limited liability partners. became entered of practice physician approximately has Healthcare that with affiliated years Crystal on the later, affiliation into any the Third The to this is now Run as an employed set forth dates with Partnership the is necessarily to herein as the operative agreement. Agreement requires Pursuant over of the unaffected to even these a period of Partnership case. the and New above. Entities. if that provisions, several belief, Agreement is Third now Fourth Amended each the effect, but however, physicians of now and Amended partner in of Run Crystal Agreement"; the Agreement and Restated most provides that of Restated. capital make made Plaintiffs has a partner physician years. Agreement 10 of 35 Restated and The "Partnership the Run. 11.2.2 Restated Amended information be contributions Section Upon would Partnership Crystal into LLP. and is referred allegations capital 32. 133 that partnership Run's At initially Amended Partnership Agreement substantial 5 in County. Plaintiffs Run believe Complaint's contributions the a Fourth not of 31. Plaintiffs a partner Crystal of Plaintiffs the and County, York the Crystal County approximately of the Each that of in providers. Orange liability Agreement Partnership contends New of None Partnership 2 limited engaging Orange in became 29. care sites in York of purpose around consists Each and Partnership the centered County, a New is health 12 practice Ulster the for managing primarily operates The Run INDEX NO. 70606/2017 FILED: WESTCHESTER COUNTY CLERK 12/19/2017 11:18 AM NYSCEF DOC. NO. 1 may RECEIVED NYSCEF: 12/19/2017 withdraw voluntarily withdrawal. This 33. either provision of the 34. partner terminated with 12.2 provides shall physician be physician's capital defined in the Partnership Agreement), in full. alia, This provision purportedly is at least giving version of the Event" with days' 180 This of notice such Agreement. Partnership respect cause. without a partner to provision 85% of payment of Section Fourth as including is the under same rate residual 1% above and Restated amount prime from (as to payable rate Agreement collections to the collections" the of equal Price "residual that the Event, Terminating a Redemption provides Amended physician's the a physician's the at the of of 12.4.2 interest the occurrence 85% plus compound in the to the entitled and modified eliminating upon account bear is to or that the partner either by Agreement. of terminated Run a "Terminating amount the Crystal under physician, Partnership Section of same defines a partner of version is the 12.1 Section expulsion the as a partner until paid by, inter amount the to be distributed. The 35. takes place Committee event elect provision of its alia, two-thirds of Crystal Run dissolve unlawful or same in both Section 13.2 Event, Liquidating Partnership it is the 36. respective to makes that payment inter if, Capital Agreement the Run's shall Account except to of the that shall be to the This Fourth on the that of concurrence upon "[t]he business Event" a "Liquidating Management the of happening of the other any Partnership." This Agreement. Agreement distributed the the or Partnership Partnership Balances. with carry 13.1 Section as a partnership, business be in partners the impossible versions of Crystal liabilities) provides Agreement Partnership provides wound up, physician provision Amended 11 of 35 is and that and partners the same Restated upon Crystal in in the occurrence Run's assets accordance both Agreement of versions makes a (after with their of the specific INDEX NO. 70606/2017 FILED: WESTCHESTER COUNTY CLERK 12/19/2017 11:18 AM NYSCEF DOC. NO. 1 reference RECEIVED NYSCEF: 12/19/2017 to liquidation Section 37. a physician's medicine, treat miles of any or patients, Crystal of maintain Agreement Partnership to have an inter facilities. Crystal of in a medical This provision interest account balances. contains provides, a member be capital positive purportedly Run's 6.1 accurate expense, have audit the Partnership's same in both the right, Each of Montefiore 40. Crystal Run a Covenant alia, that Run, the a period shall physician practice is for Not located the same Compete of one not within year practice fifteen both in To versions (15) of the physician 41. care of at any time Run and account and without records notice inter provides, "[e]ach that to Partner other any normal during business at shall, to Partner, hours." Crystal that alia, his or examine, This Run her sole copy and provision is the Agreement. Partnership Plaintiffs the Agreement Partnership has throughout his all met or her of or his years of her professional with affiliation contractual and Crystal Run. Transaction In management the 2016, intended with combination the books the of to Crystal obligations of books versions 39. medical the ceasing Section 38. The of partners' the Agreement. Partnership shall of which following the 12.3 "Non-Compete" "Non-Compete"), (the all of transform to would facilities become is Montefiore its based provided Crystal structure Crystal so that Montefiore, partners of and Run employees in through New Run a network operations would City of longer no new of the York informed physician the by partners entering into in current exist its a that business form and entity. and operates more than at 150 least six locations hospitals in New and York State. 42. Under the proposed transaction, each of I 12 of 35 the Plaintiffs would cease to be a partner INDEX NO. 70606/2017 FILED: WESTCHESTER COUNTY CLERK 12/19/2017 11:18 AM NYSCEF DOC. NO. 1 in RECEIVED NYSCEF: 12/19/2017 Crystal but Run, existing Crystal More Run required sign would would a newly new created with the new Thus, the employment Crystal (the The makes transaction partners entity, with "Proposed proposed Run's the and Entity. In Run's be transferred from of the in In created the transaction, interests and Crystal the Run physicians mandatorily LLC II, Transformation entity. and of partners instead Crystal what be be assets Holdings physician Run addition, CHR Crystal would Partnership's then turn, in that partners the would Defendant interest first which under entity, (LLC). be also Crystal hold Run required to Crystal in interests describes sign as "a employment entity. Run agreement 47. Agreement Run Crystal to sign required than Crystal current 46. affect the rather entity, would which physician The partners a 33% closing company in entity would LLC. II, New this a new ownership liability entity" to purchase at the partnership limited professional 45. Holdings physician to would is that result the assets Montefiore interests Agreement partners those their lose agreements new and The 44. partners' CRH to physician the contribute LLC Holdings, distributed a new interest. physician the Defendant entity, be by then would a partial only of employee a Distribution/Recontribution nominally recontributed hold an become specifically, to a new to would would ownership 43. Run instead existing situation contemplates as they are will cease tendered to Plaintiffs new entity, Employment combination physicians even and today, which the Plaintiffs that that will they in its to exist would present become longer no be with affiliated the other physician it has stated that partners the a physicians form would Agreement" Agreement"). between such Crystal as Plaintiffs, worse. ll 13 of 35 Run and and a form. and which of employees Montefiore the Proposed would adversely Employment of be INDEX NO. 70606/2017 FILED: WESTCHESTER COUNTY CLERK 12/19/2017 11:18 AM NYSCEF DOC. NO. 1 RECEIVED NYSCEF: 12/19/2017 48. withdraw with Under from terms under the the and The with when 50. Crystal the personnel Crystal Run locations senior one and of must with less the begin Run practice was 51. that in for where work Run campaign was a different The that In she instead at least could protested to Entities, rights existing Entities. or any Run and and whose the of all of the become to creation was long-time own physician as Run, the past from away with making physician was did with a history still of and but less seeing instead at the practicing Plaintiffs, few at the appointments see her in the that appointments patients patients' in information that, booking steer Entities other learned and to New the a patient Crystal New would New the or her Crystal instance, her of requires light have to book his exist in directed to with telephones longer though in affiliate one no even physician, patient been one Plaintiffs into. Plaintiffs the the of that not problematic things, and did entered Plaintiffs have Plaintiffs, told was answering physicians. this new changed. and thing its Crystal Plaintiffs senior contributions to they seeing Another Crystal favorable responsible location. not that other that entity of of the as partners is particularly Among experienced seeing Crystal insistence inferior provision no positions Agreement and in management contains created transaction and Plaintiffs a newly an employee from voice no their up Partnership learned. months, appointments of Run's Montefiore recently give to the with Agreement agree become different and each Agreement, and employment employees contemplated Plaintiffs of Employment partnership Partnership to or of the Run Agreement, partners affiliated context Crystal Partnership physician Proposed conditions 49. not the Run. recently learned had apparently executives to a Plaintiffs public were official not whose consulted 12 14 of 35 as a result made of hundreds administration about the recent press of thousands then decision coverage made of Crystal of was dollars decisions Run's INDEX NO. 70606/2017 FILED: WESTCHESTER COUNTY CLERK 12/19/2017 11:18 AM NYSCEF DOC. NO. 1 RECEIVED NYSCEF: 12/19/2017 management to explain appeared what things that of not manner know the Proposed Crystal Run that in other the Run to the Run are there know not other in Run's in the suspect certain transactions acted has Plaintiffs dark, are to about. management and Plaintiffs transaction at this in time a do dated transferred Run physicians December Montefiore impending other into signing documents. physicians as Crystal known coerce other being that asked was self-dealing. member with Crystal such need Crystal Run substance, engaged also Because and its in physicians has Crystal at 8, Healthcare Physicians Dr. on and entity LLP Run physicians' the transaction, to a different Crystal 2017, in addition is being that a for created business. On 55. Crystal and decline sign to an e-mail December Chief Run's transaction Proposed the Yeon and present certain raising happen on Employment Drs Hanna does Sodha Officer, Sodha Agreement and of questions 1 with January behalf respect other the e-mailed Plaintiffs regarding the proposed to physician-members documents. Dr. who Sodha first as follows: their Dr. Plaintiff 2017, would what asking reading of the 15, Executive Myself, After to entity" professional new e-mail in that seeking Agreement connection interests ownership the an he responded, physician-members of extent is now Employment In admitted full Run's executive payoff, Agreement. Crystal kept a senior Crystal that Partnership and and to do believe and 54. "new needs specifies 53. the the When payments. to be an unlawful Plaintiffs violation secretive these management 52. in make form. listed was asked Rocco Kim Let in this Chris Bassora, are not prepared us know what to will Andrew Inzerillo, sign the happen documents on January Howard Beharrie, you 1st have for in sent me and rest email. to provide more details, he sent I 15 of 35 a second e-mail which stated: sent INDEX NO. 70606/2017 FILED: WESTCHESTER COUNTY CLERK 12/19/2017 11:18 AM NYSCEF DOC. NO. 1 RECEIVED NYSCEF: 12/19/2017 We believe financial that despite this performance employment referral for mandate as think the surgeries to of passage we year, such terms the and time deal the significant the is not good. and Montefiore, notice others many proposed the Also, withdrawal non-compete, in changes and period, are not acceptable to us. 56. Is there a provision Crystal Run's e-mail threatening Please which take your 1) The facts, some a. is financial NOT future; is conditioned documents provide distribution to does not the current same is the merger? with date an and inflammatory have factual but attempt to way. know: already done a respectful written: anticipate from receiving rather but before, the on Montefiore: what will we will be in do the whether for 2) Exactly upon the votes will for basis for each Partner all that remain the in the with Partners original in LLP, LLP. new all documents, (Fourth and Amended Partners and Employment are bound as well Restated) Agreement in proposed be bound years Partner to and all you as executed rights of the and In would Employment to remain need the I 16 of 35 you all Partners In apply. with and have the last a specified addition, outside who depend executed for Partnership analyze the specific non-signing Agreement still would to no will the case, Agreement with and Partnership any Partnership covenants is Partners non-signing current the restrictive the to there Partners, documents. transaction. requirement the all transaction reference by on binding in the the Committee the the are happens the Specifically, Management sign you on what Payment of rata provide ASC new of the Partners non-signing would Guaranteed the Agreement Partnership effect Partners a pro transaction Montefiore questions: Because provision utilize to Partner Payment your Regarding who employees Partnership year. on reduced reorganization current and current last from available sign. of Guaranteed documents-the — the signing Partners Regardless the Partners consideration to becoming counsel the it may the addition year. you that of number which we on ASC the which we terms The 1) of on in a non-threatening questions what at the by in spirit to join want as follows: entirety, on privileges 3) the don't responded consideration based b. 2) then who and the who partners in its in note answer some First, CEO stated, this accurately for the litigation signed as INDEX NO. 70606/2017 FILED: WESTCHESTER COUNTY CLERK 12/19/2017 11:18 AM NYSCEF DOC. NO. 1 RECEIVED NYSCEF: 12/19/2017 there is significant even Partners, refusal to - grave and tens earlier did the Partnership damages this put Despite that they best interest, have if would all sign, be with you compensation, all can legal none of assuage governance, so you plans put an up you advise for redress be a horrible us want your as documents, would would sure to the what seek to health to be lost. signed This I am at risk. work have, you have more proceeds the keep will even be transaction will not partners. non-signing may did would to signing Partners non-signing in Partners investment group the millions required closing, business to of the option and to the them sue substance no become Run will for paragraph introductory absolutely Crystal are One want its approach, they following: whole you threatening" likely the another autonomy, concerns 57. else you but of the result that result. concerns about and operations, the whatever sign. comfortably added). (Emphasis or million the by I Accordingly, $20+ do? the professional or their year, to caused could a and Partnership consequences tens capital working the a result the lose Absent ask I would Partners, other in millions would to as If, is aborted, partners $7 million you occurs. transaction signing risk financial closing funded. additional and the the of adequately As if sign, the negative of choice the but to employees hold millions of to e-mail be that instead with do sent wish not their capital the proposed to and Plaintiffs is not to be non-compete "non- and believe they they draconian "respectful" CEO Run's which returning a take a transaction and of to Crystal by burdensome dollars purports bound an entity of them that in is their affiliated, and provisions paying them what owed. Plaintiffs 58. favorable to the believe that and Partnership the that economic terms terms many of of the joint Employment venture are Agreement not were unconscionable. 59. physician from deciding other Among to provide employment. to terminate the things, New employing Requiring employment the an Proposed Entities employee violates Employment with to public three remain at policy, fails 15 17 of 35 Agreement years' full an notice employer to serve would of for any any three legitimate require a resignation years interest after of INDEX NO. 70606/2017 FILED: WESTCHESTER COUNTY CLERK 12/19/2017 11:18 AM NYSCEF DOC. NO. 1 the RECEIVED NYSCEF: 12/19/2017 and employer, 60. The requirement that of to any its believes be in the served a requirement to an both greater rather of and one location any - services 63. Agreement in The has even far another if Crystal For distant location Run different the or ethics the existing purport to the within the and residence Fourth purports the he or if that physician's she to specialty 18 of 35 Such provisions are overbroad in termination Run and bar are Crystal never worked at that location. provides temporal face. existing a physician for 15 miles expanse, their Partnership also overbroad from working Run, near scope Proposed within on that employment Montefiore Run's versions) in the of medicine Crystal practiced physician I - unreasonable Amendment would Montefiore. geographical The in the physician interests non-compete the Crystal are best than practicing of if the restrictions following from even that profession. non-compete contained in which even the years other Agreement non-compete non-compete location offer her requirements patient's contains territory. provisions Third also combination proposed 15 miles, not two geographical of this the or his apply the Plaintiffs' of a physician created newly non-compete example, forbid that Partnership for contains provider Agreement last both unreasonable manifestly relocate would judgment purportedly greater does and policy than scope the to also requirement facility Employment the from professional example, and (including Such For which overall unenforceable. location a a substantially and duration, year, employee Agreement temporally. Agreement than to extent geographically Employment or her Proposed The even his to public the contains State. to Montefiore. referral is contrary 62. - of also direct to Employment patients exercise by York Proposed refer Agreement is allowed in New servitude. to involuntary Employment employer the The must be tantamount Proposed locations 61. physician would that if and in Crystal Run location and a INDEX NO. 70606/2017 FILED: WESTCHESTER COUNTY CLERK 12/19/2017 11:18 AM NYSCEF DOC. NO. 1 RECEIVED NYSCEF: 12/19/2017 For 64. at Crystal Run's purports York some Crystal Run would 15 New in facilities purport to of miles cannot 65. such as the New Crystal status and prohibit legally and not include patient from practicing though Plaintiffs Run, even the relationships from never and there) currently York. The never even at New in practiced for Run's two Crystal Agreement within dermatology Crystal if Partnership Partnership practicing practiced practice orthopedics at the Similarly, Kim Dr. They practiced specialties is a dermatologist, if New County, orthopedics. even facility, Crystal though who Kim, Run at that that facility Run does (and so offer not facility. not are or Entities, obliged that Crystal enter to transfer to in left Run's under the distribution Crystal Entities Plaintiffs Dr. as a partner the the following do City insistence Event 67. parties York Crystal Liquidating New City even orthopedists. their and so, as it now Run with interest ownership do they employment into its in Crystal Run termination impending constitute exists, created a newly to of entity New the Plaintiffs' Event a Terminating under Agreement. 66. the York Run's Partnership business Middletown, Plaintiffs the Entities. existing from and are Orange Middletown, miles services dermatology Plaintiffs plus developed have the leaving Crystal any near of after 60 New in one them, to bar but and in facilities Agreement City, all example, Plaintiffs its insistence that that unconscionable if financially with no they choice decline but to to file the remain enter must terms, form current winding also of Crystal the New up a constitutes Run's physicians. Plaintiffs they its requiring partner to the in business doing Agreement, assets transaction, containing and of Partnership of Run's Montefiore cessation into and Crystal sign, have this I 19 of 35 action. affiliated an Run's created with employment threats Entities with agreement to a controversy retaliate against between the INDEX NO. 70606/2017 FILED: WESTCHESTER COUNTY CLERK 12/19/2017 11:18 AM NYSCEF DOC. NO. 1 RECEIVED NYSCEF: 12/19/2017 FOR A AS AND All (By Plaintiffs Plaintiffs forth repeat As Agreement forth set in the (or, 70. The such event under When Plaintiffs' Plaintiffs been expelled Such 72. without limited Partnership residual 74. constitute The a for Event) allegations the foregoing days' and as if set fully the distribution other their who with compound interest. physician's of departure the Partnership from substantive Run Run not have is in effect a terminated. form the as if of Plaintiffs Agreement been reason and does not 20 of 35 for (under under obligations of result cause, payment any in the including but Third a Terminating in for provided the document) by I payments and Run the be applicable. expelled applicable Crystal under be required non-compete the with affiliations otherwise otherwise balances is the Crystal their any to receive account believe same might Plaintiffs Plaintiffs constitute cause. Crystal with that document) capital without as would complying partners Partnership that Crystal to terminate withdrawal entitles the partnership. Plaintiffs which collections, a breach of with effect, the having to situations Partnership takes Run thereafter Event of exist, entitles notice as withdrawing Agreement A Event any the parties Agreement). Restated relationship from are certain defines Crystal without (or to Run and transaction cease prior Crystal Amended a partner existing Terminating Agreement to of will Agreement Partnership Partnership not Defendants the and a physician's Montefiore the 180 giving 73. their ACTION Terminating of Agreement Terminating Agreement, Partnership not the from Fourth which employer current Plaintiffs the expulsion is the 71. the all reallege above, Partnership Event" Run and alternative, "Terminating had - OF herein. 69. One All Against Judgment Declaratory 68. CAUSE FIRST required Amended of 85% Event of does payments INDEX NO. 70606/2017 FILED: WESTCHESTER COUNTY CLERK 12/19/2017 11:18 AM NYSCEF DOC. NO. 1 by the RECEIVED NYSCEF: 12/19/2017 physician distribution Crystal to of or his Run. her to Indeed, capital account the such contrary, and balance event other the entitles the physician for provided payments to the under the Agreement. Partnership Crystal 75. or will occurred, Run occur denies An 77. Accordingly, actual a Terminating approval upon 76. that and and justiciable under Event consummation of the exists controversy the has transaction. Montefiore as to the Agreement Partnership and rights of obligations the parties. Section 3001 of Terminating Plaintiffs the Civil the Event will not required are affiliations with Agreement (or Crystal any Law Practice occur as to give or Run other should Court of and document); that respect days' prior Plaintiffs to the their the (2) their Partnership their of a (1) terminating payment to Plaintiffs; of provisions entitled are of of that declaring each notice non-compete any and to pursuant judgment, determining, with 180 with (3) a declaratory finding, 1, 2018 Run comply Plaintiffs Rules, January Crystal to grant Capital 85'/o' Account Balances, 85% partner under terminated withdrawal of their the (By All forth Plaintiffs repeat obligations Plaintiffs All Against - reallege all of amounts Run or the OF ACTION for Defendants not New be them of subject as a to any Entities. a Event) Liquidating the each due will Plaintiffs (4) CAUSE Judgment and other Crystal to FOR A SECOND Declaratory 78. and Agreement; financial AS AND and collections, Partnership or other payment residual the foregoing allegations as if fully set herein. 79. Agreement As (or, 80. set in the The forth alternative, Partnership Plaintiffs above, the Fourth Agreement and Crystal Amended provides and in I 21 of 35 Run are Restated Section 13.1 parties to the Partnership Agreement). that a "Liquidating Event" INDEX NO. 70606/2017 FILED: WESTCHESTER COUNTY CLERK 12/19/2017 11:18 AM NYSCEF DOC. NO. 1 shall take RECEIVED NYSCEF: 12/19/2017 Management of in the place Committee other any event makes that two-thirds alia, Crystal to dissolve elect event inter that, unlawful it of the Run or partners with as a partnership, to impossible the or upon on carry of concurrence "[t]he happening business the the of the Partnership." 81. enter Crystal into resembling a business its current 82. partners Plaintiffs do Run's partner itself 84. have to business Section such distributed and the new the in its have near which Crystal future Crystal legal Run Run in of a new with will anything physician new the entity, to do. with Montefiore Crystal entity, other the obligation combination employees and Agreement or contractual business the Plaintiffs that Employment no become it and Run has cause elected of the Run's as Plaintiffs shall physician physician's will stated be impossible has occurred intentions and for Crystal the obligations Run to it will on carry its Event or will shortly occur as defined in Agreement. Partnership 13.2 Run's form. a Liquidating Crystal A Crystal entity, current Event, to the 87. demanded Proposed upon based addition, Section Liquidating under Montefiore has into to in the that as a partnership. Accordingly, of and enter to as a partnership 86. partners to do announced to exist. onerous physicians Montefiore 13.1 cease and voting In 85. with management wish not By to dissolve Run's a new 83. Crystal will form into has management combination Crystal enter which Run's partners departure business be shall be and satisfied, in accordance from provides Agreement Partnership Crystal wound Crystal with Run 22 of 35 their by up, that Crystal Run's respective reason of upon Runs remaining capital a Liquidating the of occurrence obligations assets account Event to shall a its be balances. does not INDEX NO. 70606/2017 FILED: WESTCHESTER COUNTY CLERK 12/19/2017 11:18 AM NYSCEF DOC. NO. 1 RECEIVED NYSCEF: 12/19/2017 a breach constitute physician the of Crystal or will Run. Indeed, capital account for provided 88. occurred, Partnership or her his payments the Crystal to distribution other of under Run occur 89. An 90. Accordingly, actual and to contrary, that such rata pro in event entitles required any payments physician the Crystal of share under Event consummation and result Run's assets by to the and the Agreement. a Liquidating justiciable not does and Partnership approval and the balance the denies upon Agreement of the exists controversy the Montefiore as to the Agreement Partnership has transaction. and rights of obligations the parties. 3001 Section of Liquidating Event Agreement; (2) of all their residual occur Crystal Run's to and obligations to (By All their (4) Crystal AS AND forth Plaintiffs Against repeat pro wound will All not subject New CAUSE of all meaning Plaintiffs capital are account Run's to the Partnership to payment balance and 85'/o' 85% assets as in provided or payment As Agreement (or, set in the forth alternative, Plaintiffs above, the Fourth of the other OF for a Declaratory the - Judgment Agreement) Partnership of ACTION foregoing the allegations as if fully herein. 92. a (1) entitled withdrawal any that declaring of to Entities.. Defendants reallege (3) Crystal of be and the their shares Provisions and up; including rata or the within pursuant judgment, determining, 2018 FOR A THIRD Non-Compete 91. be a declaratory finding, 1, Run, Plaintiffs Run Plaintiffs is to Plaintiffs Rules, January Crystal by and Agreement; Partnership and business them collections, of as grant should Law Practice will owed amounts financial Civil the Court the and Crystal Amended I 23 of 35 and Run Restated are parties Agreement). to the Partnership set INDEX NO. 70606/2017 FILED: WESTCHESTER COUNTY CLERK 12/19/2017 11:18 AM NYSCEF DOC. NO. 1 RECEIVED NYSCEF: 12/19/2017 Section 93. which of a member ceasing to or have an interest in the Crystal of a medical Agreement Partnership inter provides, purportedly be 12.3 alia, that Run, the for a period physician located practice contains of shall within a Covenant year one not fifteen practice To Compete, following physician' a physician's medicine, treat of miles (15) Not any of patients, Crystal Run's facilities. 94. where four only of Section York 12.3 City places of would in The Plaintiffs for limitations on near any (b) The the physician extending substantially contained legitimate business sixty in but include, does economic harm legitimate facilities (2) Plaintiffs from (60) in plus under in large working miles New from away York the City, language parts of New their current and the are not not serve undue limited any the to, to the is overbroad, invalid, following: legitimate hardship is substantially members' to ability any Agreement Partnership interest Crystal of physician members Run as such as purpose; Non-Compete beyond two orthopedists), be precluded some Non-Compete offsetting are has Middletown. that reasons causes Run Manhattan), and The thus without of Run whom of to Crystal Non-Compete (a) and (none according employment unenforceable employer, work all Crystal because instance, physicians (including 95. and for Thus, restrictions overbroad employment secure and and limitations imposes after necessary restrictions leaving to serve Crystal Crystal and Run Run's interests; (c) The (d) The geographical of scope the Non-Compete overbroad is and unreasonable; temporal scope and duration unreasonable; 22 24 of 35 of the Non-Compete is overbroad and INDEX NO. 70606/2017 FILED: WESTCHESTER COUNTY CLERK 12/19/2017 11:18 AM NYSCEF DOC. NO. 1 RECEIVED NYSCEF: 12/19/2017 The (e) a physician prevent if the physician from never The a physician if Crystal Run from does (g) Run will Crystal New have Run York or 15 miles at or near physician's of that within 15 miles of at that location; unreasonable between served Run purports to even location, Crystal it because Crystal any Run of enforcement by it location; and combination because Crystal any overbroad specialty to be unreasonable Run and the purports to even location, Crystal Montefiore, Non-Compete because to exist; (i) Enforcement is not Non-Compete other position act; voluntary in numerous Manhattan are will Agreement Partnership the assignable Run Crystal by their would Non-Compete Run current or comparable to a new under entity terms, will longer no employer so that be inequitable afford upon Plaintiffs' in contained from departure Crystal the physician partner Plaintiffs terms the upon because the existing Run is not and of Enforcement additional that non-compete with combination the of Crystal Montefiore, (j) Crystal within medicine interests The Agreement following and Run is the (h) with Partnership their overbroad law; combination positions the protectable cease Crystal practicing Following no will for Non-Compete offer not is medicine practicing practiced (f) prevent Non-Compete with Montefiore geographical not presently be broadened was the signed by Crystal the Run, beyond scope would to the be extent that Run.. 25 of 35 so the could that the scope serve inequitable particularly that, the Westchester, including substantially and and because, locations, served Non-Compete Montefiore Bronx, geographical contemplated any legitimate and operates portions scope of when interest of the the of INDEX NO. 70606/2017 FILED: WESTCHESTER COUNTY CLERK 12/19/2017 11:18 AM NYSCEF DOC. NO. 1 RECEIVED NYSCEF: 12/19/2017 96. Crystal Agreement and is will consummation of the Run its reiterated transaction position Run's remain valid, the that the and will in both enforceable, Indeed, Non-Compete contained Non-Compete binding, combination. Montefiore position that is in the December remain binding the Partnership and presently 15, 2017 upon after Crystal e-mail, after Plaintiffs the closes. 97. An 98. Accordingly, actual and justiciable exists controversy as to the and rights obligations of the parties. Section 3001 of that Civil Plaintiffs are within under the no AS AND (By All Plaintiffs forth Plaintiffs Rules, finding, Agreement FOR A FOURTH and all and for of the and or with to that the declaring wholly part any pursuant unenforceable thereof. OF ACTION a Declaratory Agreement reallege determining, is invalid CAUSE Defendants Employment judgment, therewith to comply All a declaratory - Judgment Ineffective) the foregoing allegations as if fully set herein. 100. Agreement As (or, 101. Plaintiffs instead to agree and in the the become forth Run enormous is seeking intends of are Fourth the to physician employees changes to impose Crystal Amended enter members a new under and Plaintiffs above, alternative, other Plaintiffs to the Run set Crystal 102. Crystal grant Partnership Against repeat Plaintiffs and obligation Proposed 99. should Law Practice contained Non-Compete and the Court the and into the will cease Run are Restated be to the Partnership Agreement). combination to parties with partners under Montefiore in Crystal Run and which would entity. no in upon under obligation, the terms and the conditions them. 24 26 of 35 Partnership of their Agreement professional or otherwise, positions that INDEX NO. 70606/2017 FILED: WESTCHESTER COUNTY CLERK 12/19/2017 11:18 AM NYSCEF DOC. NO. 1 RECEIVED NYSCEF: 12/19/2017 Crystal 103. has demanded that 104. The Agreement their are terms contains In terms of conditions less favorable Employment employment set Plaintiffs and to of conditions addition of period in Plaintiffs' any of place 106. professional intent and thus as Plaintiffs Agreement forth in other the to and Plaintiffs Proposed in Employment Run Crystal partnership than physicians Crystal and their necessary limitations current to serve Run under (c) on The Run's the employer's to the the harm does geographical and is not serve (3) excessive requirement that Covenant because: unenforceable legitimate any to hardship the of interest physician business of overbroad substantially beyond substantially scope three a Non-Compete wholly ability extending legitimate contains physicians' employed the to the members purpose; Non-Compete the and give a highly entity, employer; economic legitimate new amount virtually must employee the also invalid, and and Agreement direction. Agreement Non-Compete Proposed with of Employment unconscionable employment interest offsetting employment, Crystal a physician things, is overbroad, economic any The other Employment Proposed Proposed and legitimate that the terms, unreasonable from is subject causes without (b) restrictions no Non-Compete" Non-Compete") The are resign to residence (a) economic among Proposed The "Proposed employer, that that, serves that inferior to conditions and notice leaving Proposed the it. and and servitude involuntary such tendered Agreement. 105. (the sign they terms Partnership notice has substantially existing years' Run to any secure and imposes employment restrictions and after limitations interests; the Proposed unreasonable; 27 of 35 Non-Compete is overbroad and INDEX NO. 70606/2017 FILED: WESTCHESTER COUNTY CLERK 12/19/2017 11:18 AM NYSCEF DOC. NO. 1 RECEIVED NYSCEF: 12/19/2017 overbroad and The a physician even location, if the even physician if Crystal will Crystal New have of Proposed the Non-Compete is Run does protectable cease and medicine within 15 miles practiced for is not offer the Crystal and within 15 miles the to be physician's by because Crystal any at or near of Crystal Run enforcement of or to purports or Run Montefiore location; and the to Montefiore it because at that specialty purports location; Crystal any it Run that unreasonable between served of Run overbroad combination interests unreasonable Crystal Montefiore, Non-Compete because to exist; (h) The Non-Compete (i) Enforcement is not assignable Crystal by Run a new to entityunder Yorklaw; upon the positions Agreement or act; voluntary with combination physician or following Montefiore operates geographical the Proposed Crystal position terms, Non-Compete upon so the terms Plaintiffs' that will Run would no longer contained departure be afford in from inequitable the because partner Plaintiffs existing Crystal Run Partnership is not their and inequitable Run of Montefiore, other comparable the in (including scope of Enforcement (j) Crystal duration overbroad medicine practicing Following no will Run never is Non-Compete from (g) Run practicing The a physician location, Non-Compete from (f) prevent and scope unreasonable; (e) prevent temporal The (d) of the combination with numerous additional Westchester County, the non-compete Proposed will Non-Compete would Montefiore because, and geographical locations not the be Bronx, even 26 28 of 35 and more portions overbroad of to be the particularly extent presently Manhattan), and unreasonable, that, served by so that the being INDEX NO. 70606/2017 FILED: WESTCHESTER COUNTY CLERK 12/19/2017 11:18 AM NYSCEF DOC. NO. 1 broadened signed RECEIVED NYSCEF: 12/19/2017 the and scope 107. - terms beyond substantially As such that as the anywhere within Montefiore - legitimate any the above, when contemplated of interest Proposed that the physician employer have the right to and that the physician and are New York constitute State, servitude involuntary the Partnership Crystal Run. Employment requirement the that employment, scope serve could forth set the give Agreement three designate the also years' years (3) Agreement of patient medical to contrary before place make must other contains notice physician's was leaving residence referrals to ethics and public a new legal entity policy. 108. on much terms, any 109. Employment in the required less under obligation no under to enter draconian the into and with employment unconscionable of terms the Proposed Agreement. Employment Indeed, are Plaintiffs Crystal Agreement and December 15, to enter position Run's the into other 2017 An 111. Accordingly, the of Practice justiciable are Plaintiffs documents, Crystal Run Employment 110. and that transaction e-mail, Proposed actual is required and other as to the into Proposed its position reiterated exists controversy the including Agreement enter to the that and Propsed Non-Compete. transaction rights the are Plaintiffs documents. obligations of the parties. Section 3001 are Plaintiffs terms Compete, of the are the under no Proposed null, void, Civil Court obligation Employment and wholly should Law to enter grant and Rules, the into Agreement Plaintiffs finding, Proposed including unenforceable against 29 of 35 a declaratory judgment, and determining, Employment but not Plaintiffs. limited Agreement to the pursuant to that declaring and Proposed that the Non- INDEX NO. 70606/2017 FILED: WESTCHESTER COUNTY CLERK 12/19/2017 11:18 AM NYSCEF DOC. NO. 1 RECEIVED NYSCEF: 12/19/2017 AS AND All (By Plaintiffs FOR A FIFTH Against All Plaintiffs 113. As repeat of Enforcement Barring 112. CAUSE and reallege OF all of Invalid the ACTION for Defendants Relief- Injunctive Covenants) allegations foregoing as if set forth herein the Fourth at length. set Amended and Plaintiffs must Proposed Non-Compete, on binding Restated enter or other Plaintiffs immediate lawful the against of public their 116. Run, by of and the that Crystal Run Agreement, these to enforce the harm by, inter alia, Run to the also from Court the attorneys, agents of grant permanently their and to the services should and the enforce be contrary preliminarily, Non-Compete, Plaintiffs have no not asserted limited are Proposed adequate several interest not injunctive enjoining Crystal at law. 30 of 35 successors, or the Proposed Plaintiffs would Plaintiffs' Plaintiffs or the because that to the legally Proposed cause to Non- deprive physicians. relief Run Non- right it would qualified highly Plaintiffs Non-Compete, remedy Non-Compete public respective the with interfering Crystal the has provisions against of medicine. to benefit but Agreement profession ability including Non-Compete, their would alternative, Run and practice Plaintiffs the Crystal documents Employment Proposed by in Non-Compete. Agreement. 117. (or unenforceable. irreparable and the Employment legally the attempt employees, enforcing attempt Accordingly, temporarily, partners, are terms Any contains Proposed and/or employment 115. Compete the Agreement Partnership notwithstanding Any Compete, the above, Agreement) into Plaintiffs 114. secure forth against and heirs, Proposed and its Crystal members, assigns Employment from INDEX NO. 70606/2017 FILED: WESTCHESTER COUNTY CLERK 12/19/2017 11:18 AM NYSCEF DOC. NO. 1 RECEIVED NYSCEF: 12/19/2017 AS AND All (By A SIXTH FOR Plaintiffs Redemption the 118. Plaintiffs 119. As of meaning Restated such the the amounts the 121. pro capital are of - Contract allegations in the set forth as if fully Events Liquidating are Plaintiffs in or accounts, entitled of have taken herein. place Fourth the alternative, shares provided a redemption price capital Crystal Partnership within Amended and and amounts in interests not may Run Crystal and assets, the of their interests 85% the require them in reinvested each to have another residual of of Crystal the their of interest to owing in payment compound the Agreement Partnership balances, with Run Crystal Run's in the under Event Liquidating for account Agreement, to payment entitled their of and/or Event to remedies their of the cash a Terminating calculation rata under owing Agreement Partnership of distribution the their and and (or Breach Interests) foregoing Agreement Plaintiffs to due the Terminating occurrence including and collections, Partnership reallege above, Partnership Upon events, and of for ACTION Agreement). partnership, their forth Agreement, Partnership Run set Partnership 120. for repeat Run Crystal Against OF CAUSE all until paid. them under their other the distributions, their without entity consent. 122. By transaction, Crystal compounded by 123. amount Agreement but not that denying Run Crystal has Run's to all applicable limited to in the have breached failure amounts the event distribution the the to pay Plaintiffs Accordingly, equivalent Plaintiffs of and be owing their to participate amounts granted damages to them under capital Event and/or account 31 of 35 to which for the in the which Agreement, the to Plaintiffs a Terminating to to decline Partnership should due right breach provisions a Liquidating balances, 85% Montefiore breach each will is entitled. of contract, of the in Partnership Event, of be their including residual an INDEX NO. 70606/2017 FILED: WESTCHESTER COUNTY CLERK 12/19/2017 11:18 AM NYSCEF DOC. NO. 1 their collections, them RECEIVED NYSCEF: 12/19/2017 Crystal by pro rata shares Run, with compound All Plaintiffs 124. Plaintiffs 125. Section Crystal assets, through the A SEVENTH and reallege and all date of payment. for of all to Access the other amounts owed each to of OF ACTION CAUSE Run Crystal Against repeat Run's interest FOR AS AND (By of and Books Records) allegations foregoing if as set fully forth herein. Amended and at right, any Partnership's Run to books Restated time By provide and of reason judgment, the alternative On finding, the 1. provides with the available through and determining, Fourth Amended that and Restated a Terminating Event has respect of the Plaintiffs; to each 2. a Liquidating 3. Plaintiffs terminating compete Event are not will required their affiliations provisions of the of to are and or as of with Fourth shall "have the copy and audit the will Crystal Crystal 32 of 35 to make Crystal Run's auditing. Plaintiffs granting the occur and of as a declaratory Agreement Partnership Agreement) January Partnership and Crystal requiring as follows: to Partnership give the Run an order entitled Action, pursuant occurred occur examine, judgment Causes Crystal granted copying, demand declaring be they examination, Fourth of alternative, hours." should which the of to Partner, Plaintiffs respectfully in member business to for (or each other normal information to them First that any foregoing, Plaintiffs the to during the Agreement Partnership notice records WHEREFORE, A. the Agreement) and them records of without books 126. 6.1 by January law (or in that: 1, 2018 with 1, 2018; Run Run Agreement 180 or (or days' to prior comply any other notice with of any document); their non- INDEX NO. 70606/2017 FILED: WESTCHESTER COUNTY CLERK 12/19/2017 11:18 AM NYSCEF DOC. NO. 1 RECEIVED NYSCEF: 12/19/2017 4. Plaintiffs 5. are not and are the Non-Compete Plaintiffs their and will and respective successors, heirs, the Agreement), On the C. the amounts due Fourth Amended capital account assets, and interest until D. the financial Proposed all Sixth and Action, Proposed Agreement Non-Compete; each are Capital their Account rata pro each overbroad, 85% Balances, of share them of or owing and Restated them to 85% amounts due their each New under Crystal the of Run's Partnership in the alternative or the Action, under residual of but under the not damages Non-Compete against (or limited to pro rata their the their and and Restated Crystal Run Agreement; Agreement Partnership permanently Amended Employment collections, them Fourth Plaintiffs including Plaintiffs against Proposed the financial agents attorneys, the awarding other and preliminarily, employees, enforcing or payment Entities. temporarily, from Agreement), of withdrawal any partners, assigns of to or the Run members, Cause and other of due subject Non-Compete, balances, Employment Non-Compete their of payment amounts of Agreement Partnership the including distribution be Cause their Defendants the not to Crystal enjoining (under to other the Fifth the Proposed and Plaintiffs On the Proposed the collections, obligations B. into provisions and entitled residual Agreement; 7. its by enter to unenforceable; are assets, required bound and invalid, 6. not in the the distribution share of the of Crystal with Agreement, Partnership alternative in their Run's compound paid; On the information Seventh Cause to which they of Action, are directing entitled and I 33 of 35 Crystal to make Run Crystal to provide Run's books Plaintiffs and with records INDEX NO. 70606/2017 FILED: WESTCHESTER COUNTY CLERK 12/19/2017 11:18 AM NYSCEF DOC. NO. 1 available RECEIVED NYSCEF: 12/19/2017 to them E. including Dated: for examination, such Awarding the costs, December disbursements, 18, copying, other and and and and auditing; further relief attorneys' as the fees Court of this may action. 2017 & GANFER LL SHORE, By: J(e . Shore Ira Brad Matetsky Madeline 360 New R. New York, (212) 922-9250 (212) 922-9335 York (facsimile) sshore@ganfershore.com Attorneys for 32 34 of 35 Greenblatt Avenue Lexington Plaintiffs 10017 deem just and proper, INDEX NO. 70606/2017 FILED: WESTCHESTER COUNTY CLERK 12/19/2017 11:18 AM NYSCEF DOC. NO. 1 RECEIVED NYSCEF: 12/19/2017 VERIFICATION OF NEW STATE YORK ) ss.: ) COUNTY OF NEW YORK HOWARD and the upon YEON, I am the one contents thereof information and of the ) M.D., Plaintiffs are true belief, and being duly in this to my own as to such sworn, action. deposes I have read except knowledge, matters, and I believe the says: as to those them HOWARD Sworn 18th to before day of Notary Qo me this December, 2017 Public J SH STEVEN Em Yod g t4@g at's bll ' Notary P .3646985 ~985 35 -3 in New Qualified t 209f ~ Emir~ ~ssion 35 of 35 Verified foregoing matters to be true. YEON, M.D. that Complaint, are alleged