JAPANESE MEDICAL CARE PLLC v. TAMBA (2025)

Order, Supreme Court, New York County (Jennifer G. Schecter, J.), entered November 20, 2024, which, to the extent appealed from as limited by the briefs, granted defendants’ motion for summary judgment dismissing plaintiffs’ unfair competition claim and the portions of the breach of contract and tortious interference with contract claims pertaining to a noncompete clause in defendant Yasuko Tamba's employment agreement, and denied plaintiffs’ motion for summary judgment as to liability and dismissing the breach of contract and quantum meruit counterclaims, unanimously affirmed, without costs.

Supreme Court correctly granted summary judgment dismissing plaintiffs’ claim for breach of contract insofar as it is predicated on the noncompete clause.  As relevant here, the clause provided that for two years after the termination of employment, defendant Tamba “shall not, either directly or indirectly ․, within [the area of Manhattan constituting] the Restricted Area ․ engage in the provision of nurse practitioner services ․ on behalf of any person (including on your own behalf) or entity who or which is competitive with the PLLC.” In her motion for summary judgment, defendant Tamba demonstrated prima facie that the provision was unenforceable inasmuch as nurse practitioner services, though indispensable, are, without more, not “unique or extraordinary” such that their general restriction protects the legitimate interest of plaintiff Japanese Medical Care (JMC) (BDO Seidman v. Hirshberg, 93 N.Y.2d 382, 389, 690 N.Y.S.2d 854, 712 N.E.2d 1220 [1999] [noting also that the restriction must not be “injurious to the public”]).

In opposition, plaintiffs failed to raise an issue of fact, and their arguments otherwise conflate this restriction on nursing services generally with the specific and legitimate nonsolicitation component, the severability and disposition of which defendants did not appeal.  Moreover, plaintiffs’ cited authority is distinguishable.  In DS Courier Servs., Inc. v. Seebarren, for example, the noncompete provision restricted the defendant independent contractor from “negotiating directly or indirectly with any of six identified customers” (40 A.D.3d 271, 272, 834 N.Y.S.2d 191 [1st Dept. 2007]), thus standing in contrast to the universal restriction of services here.

The motion court also properly granted summary judgment dismissing plaintiffs’ unfair competition claim as duplicative of their tortious interference with contract claim, as both claims are based on the same underlying factual allegations and seek the same damages (see Amcan Holdings, Inc. v. Canadian Imperial Bank of Commerce, 70 A.D.3d 423, 426, 894 N.Y.S.2d 47 [1st Dept. 2010], lv denied 15 N.Y.3d 704, 2010 WL 3397330 [2010];  Valkyrie AI LLC v. PriceWaterhouseCoopers LLP, 233 A.D.3d 460, 463, 221 N.Y.S.3d 101 [1st Dept. 2024]).

Plaintiffs’ motion for summary judgment on liability on the remainder of their breach of contract claim was properly denied as well.  Viewing the evidence in the light most favorable to defendants, plaintiffs failed to provide sufficient evidence to demonstrate the absence of an issue of fact with respect to whether defendants breached any of the contracts at issue, including the nonsolicitation clause of defendant Tamba's employment agreement, by misappropriating confidential patient information (see generally Vega v. Restani Constr. Corp., 18 N.Y.3d 499, 503, 942 N.Y.S.2d 13, 965 N.E.2d 240 [2012]) rather than obtaining contact information through other means, such as their own marketing efforts (see also Columbia Ribbon & Carbon Mfg. Co. v. A–1–A Corp., 42 N.Y.2d 496, 499, 398 N.Y.S.2d 1004, 369 N.E.2d 4 [1977]).  The record also does not demonstrate that Tamba or Kaoru Miyazaki, the two named defendants with access to JMC's confidential patient records, either misappropriated information or solicited any former JMC patients.

With respect to defendant DYM America, Inc.’s counterclaims, the court properly concluded that issues of fact remained as to whether the fee provision of the contract was enforceable.  Even though the written contract is missing the term for the monthly administrative fee, and the fee provision required that any adjustments to the fee “shall be evidenced by a writing signed by both [p]arties,” it is undisputed that, for the specified duration of the contract, JMC paid DYM varying amounts of money each month for administrative services;  thus, the provision is potentially enforceable (see Matter of 166 Mamaroneck Ave. Corp. v. 151 E. Post Rd. Corp., 78 N.Y.2d 88, 91, 571 N.Y.S.2d 686, 575 N.E.2d 104 [1991];  see also Aiello v. Burns Intl. Sec. Servs. Corp., 110 A.D.3d 234, 245, 973 N.Y.S.2d 88 [1st Dept. 2013]).  The court also properly concluded that quantum meruit provided a viable alternative basis for recovery (see Nakamura v. Fujii, 253 A.D.2d 387, 390, 677 N.Y.S.2d 113 [1st Dept. 1998]).

We have considered plaintiffs’ remaining arguments and find them unavailing.