My Goals Solutions, Inc. v. Ansari

2025 NY Slip Op 32083(U)

• Court: New York Supreme Court, New York County
• Decided: June 10, 2025
• Docket: Index No. 651078/2024
• Status: Unpublished

Opinion

My Goals Solutions, Inc. v Ansari 2025 NY Slip Op 32083(U) June 10, 2025 Supreme Court, New York County Docket Number: Index No. 651078/2024 Judge: Lyle E. Frank Cases posted with a "30000" identifier, i.e., 2013 NY Slip Op 30001(U), are republished from various New York State and local government sources, including the New York State Unified Court System's eCourts Service. This opinion is uncorrected and not selected for official publication. INDEX NO. 651078/2024 NYSCEF DOC. NO. 103 RECEIVED NYSCEF: 06/10/2025

SUPREME COURT OF THE STATE OF NEW YORK NEW YORK COUNTY PRESENT: HON. LYLE E. FRANK PART 11M Justice ---------------------------------------------------------------------------------X INDEX NO. 651078/2024 MY GOALS SOLUTIONS, INC.,JAMES R. LYONS, MOTION DATE 07/26/2024 Plaintiff, MOTION SEQ. NO. 002 -v- KAYVAN ANSARI, MICHAEL E. JONES, MD, P.C. D/B/A LEXINGTON PLASTIC SURGEONS, MICHAEL E. JONES, DECISION + ORDER ON FICTICIOUS PARTIES A-J MOTION Defendant. ---------------------------------------------------------------------------------X

The following e-filed documents, listed by NYSCEF document number (Motion 002) 26, 27, 28, 29, 30, 31, 34, 35, 38, 40, 42, 57 were read on this motion to/for DISMISSAL .

Upon the foregoing documents, defendant’s motion is granted in part and denied in part.1

Background

In 2021, defendant Dr. Kayvan Ansari, a plastic surgeon, signed an independent

contractor agreement (the “Agreement”) with a Dr. James Lyons. Dr. Lyons appears to have

been operating a medical spa under the branding of Goals Aesthetics and Plastic Surgery, which

is managed by My Goals Solutions, Inc (collectively with Dr. Lyons, “Plaintiffs”). The Court

notes that Dr. Lyons is currently a named plaintiff but did not sign the complaint and according

to text messages provided in NYSCEF doc 78, appears to have been unaware of this proceeding.

The Agreement contained, among other things, various restrictive covenants relating to the

performance of cosmetic liposuction under local anesthesia (the “Procedure”) and a ninety-day

notice provision. There are two non-competes in the Agreement: one stating that Dr. Ansari

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cannot perform the Procedure for two years within 50 miles of a My Goals location or affiliate

(the “Direct Non-Compete”), and another stating that Dr. Ansari would not for two years work at

a clinic where any other person performed the Procedure, where said clinic was within 300 miles

of any My Goals clinic or affiliate (the “Associational Non-Compete”).

In April of 2023, Dr. Ansari started working at Lexington Plastic Surgery (“LPS”), a

medical office in Manhattan that advertises that they perform the Procedure, among other

services. My Goals found out about this on January 16, 2024. They also allege that it has been

advertised that Dr. Ansari invented the Procedure and that this claim is false. Plaintiffs filed the

underlying proceeding in July of 2024, pleading claims for breach of contract and unjust

enrichment against Dr. Ansari, and a claim requesting injunctive relief. Dr. Ansari brings the

present motion to dismiss.

Standard of Review

It is well settled that when considering a motion to dismiss pursuant to CPLR § 3211,

“the pleading is to be liberally construed, accepting all the facts alleged in the pleading to be true

and according the plaintiff the benefit of every possible inference.” Avgush v. Town of Yorktown,

303 A.D.2d 340, 341 [2d Dept. 2003]. Dismissal of the complaint is warranted “if the plaintiff

fails to assert facts in support of an element of the claim, or if the factual allegations and

inferences to be drawn from them do not allow for an enforceable right of recovery.”

Connaughton v. Chipotle Mexican Grill, Inc, 29 N.Y.3d 137, 142 [2017].

CPLR § 3211(a)(1) allows for a complaint to be dismissed if there is a “defense founded

upon documentary evidence.” Dismissal is only warranted under this provision if “the

documentary evidence submitted conclusively establishes a defense to the asserted claims as a

matter of law.” Leon v. Martinez, 84 N.Y.2d 83, 88 [1994].

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A party may move for a judgment from the court dismissing causes of action asserted

against them based on the fact that the pleading fails to state a cause of action. CPLR

§ 3211(a)(7). For motions to dismiss under this provision, “[i]nitially, the sole criterion is

whether the pleading states a cause of action, and if from its four corners factual allegations are

discerned which taken together manifest any cause of action cognizable at law.” Guggenheimer

v. Ginzburg, 43 N.Y. 2d 268, 275 [1977].

Discussion

Dr. Ansari moves to dismiss the complaint and for an order declaring the restrictive

covenants in the Agreement as unenforceable as a matter of law. There are two main issues

raised: 1) whether the restrictive covenants are enforceable as a matter of law; and 2) whether the

penalty in the Agreement for failing to provide 90 days’ notice is an unenforceable penalty, or if

not, if it was triggered. Plaintiffs opposes the motion, arguing that there are disputed areas of fact

that would preclude granting a motion to dismiss. For the reasons that follow, the first cause of

action for breach of contract, to the extent that it is pled by My Goals or is based on the two non-

competes in the Agreement, is dismissed. The two non-competes in the Agreement are

unenforceable as a matter of law. To the extent that it is pled by Dr. Lyons based on the notice

provision, it is not dismissed. Dismissal of the third cause of action for unjust enrichment is

likewise not granted.

Only Dr. Lyons Can Bring the Breach of Contract Claim(s) Against Dr. Ansari

As a preliminary matter, there are issues about privity raised in the papers and in the

record of this case. In motion sequence 006, Dr. Ansari submitted screenshots of text messages

from Dr. Lyons and an attorney affirmation, with allegations that Dr. Lyons was unaware of this

proceeding and did not wish to be a part of it. Opposing counsel, who claims to be representing

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“Plaintiffs” (presumably, the only two named plaintiffs in this action, My Goals and Dr. Lyons)

represented in NYSCEF # 90 that “Dr. Lyons retired and Plaintiffs have now filed a motion to

amend the caption to name the successor to the practice which has received an assignment of all

rights thereto.” But no such motion appears to have been made, and the Court is unaware of the

identity of any successor who might have received an assignment of rights from Dr. Lyons. The

Court presumes that Dr. Lyons is still a part of this action, as there have been no motions made

to the contrary. Counsel for Plaintiffs admits in their papers that My Goals has no privity under

the Agreement and “as such, cannot bring breach of contract claims against same generally.”

Therefore, while not delineated in the complaint who brings which cause of action, to the extent

that any of the breach of contract claims are brought by My Goals against Dr. Ansari, they are

dismissed.

There Are No Allegations Pled that Support a Breach of the Direct Non-Compete

As a preliminary matter, Dr. Ansari moves to dismiss any portion of the breach of

contract claim that is predicated on a breach of the Direct Non-Compete on the grounds that it is

never alleged that he performed the Procedure himself. Failure to allege an actionable breach is

grounds for dismissal of a breach of contract claim. Chappo & Co., Inc. v. Ion Geophysical

Corp., 83 A.D.3d 499, 500 [1st Dept. 2011]. Plaintiffs argue that it is a disputed area of fact that

Dr. Ansari did not perform the Procedure, because he did not bring proof that he has not

performed the Procedure. They also point to allegations in the complaint that the Procedure is

performed at LPS, and that there are advertisements claiming that Dr. Ansari invented certain

“body-sculpting procedures” that were actually developed by Plaintiffs. But it appears based on

the defined terms in the Agreement and the parties’ papers that these ‘body-sculpting

procedures’ are different from the Procedure that forms the subject of the Direct Non-Compete.

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Therefore, because there are no allegations in the complaint that Dr. Ansari himself performed

the Procedure, any claim asserted against him that is resting on a breach of the Direct Non-

Compete should be dismissed for failure to state a claim. Plaintiffs argue that discovery might

uncover facts going to a breach of the Direct Non-Compete, but this is not sufficient to withstand

a motion to dismiss. A plaintiff is not permitted “to use pretrial discovery as a fishing expedition

when [it] cannot set forth a reliable factual basis for what amounts to at best, mere suspicions.”

Chappo, at 500 – 01.

The Non-Competes Are Unenforceable as a Matter of Law

The analysis then turns to whether a breach of contract claim based on a breach of the

Associational Non-Compete is validly pled. Dr. Ansari argues that the Associational Non-

Compete is void as a matter of law and overbroad. Plaintiffs argue that there are fact questions

going to the enforceability and broadness of the Associational Non-Compete and that such a

question cannot be resolved on a motion to dismiss. But the enforceability of a restrictive

covenant is an appropriate analysis on a motion to dismiss. See, e.g., Twitchell Tech. Prods., LLC

v. Mechoshade Sys., LLC, 227 A.D.3d 45 [2nd Dept. 2024]; Artech Info Sys., L.L.C. v. Tee, 280

A.D.2d 117 [1st Dept. 2001]. Employee non-competes in New York are “not favored and thus

are strictly construed.” Long Is. Minimally Invasive Surgery, P.C. v. St. John’s Episcopal Hosp.,

164 A.D.3d 575, 577 [2nd Dept. 2018]. They are evaluated according to a three-part test and are

enforceable “only if it (1) is no greater than is required for the protection of the legitimate

interest of the employer, (2) does not impose undue hardship on the employee, and (3) is not

injurious to the public” (emphasis in original). Bdo Seidman v. Hirshberg, 93 N.Y.2d 382, 388 –

89 [1999].

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Both the non-competes, and particularly the Associational Non-Compete, cover a

staggering geographical reach. Part of the first prong of the reasonableness test for a non-

compete is whether the restriction is “reasonable in time and area.” Bdo, at 389. In Long Island,

the Second Department found a non-compete preventing a surgeon from operating in the New

York metropolitan area “geographically unreasonable.” Long Is., at 577. The New York Eastern

District Court found a non-compete covering a hundred-mile radius of New York City

unreasonable. Unisource Worldwide, Inc. v. Valenti, 196 F.Supp.2d 269, 277 [E.D.N.Y. 2002].

On their face, the 50-mile radius for the Direct Non-Compete and 300 miles for the Associational

Non-Compete are both geographically over-broad and unreasonable.

Plaintiffs Have Not Alleged a Legitimate Business Interest, Preventing Partial Enforcement

But simply finding an employee non-compete overbroad and unenforceable does not end

the inquiry, because partial enforcement may be proper “if the employer demonstrates an

absence of overreaching, coercive use of dominant bargaining power, or other anti-competitive

misconduct, but has in good faith sought to protect a legitimate business interest, consistent with

reasonable standards of fair dealing.” Bdo, at 394; see also Gaon Wellness Acupuncture Physical

Therapy & Chiropractic P.L.L.C. v. Kim Jiae, 235 A.D.3d 491, 492 – 93 [1st Dept. 2025].

Therefore, the lack of a legitimate business interest not only makes a non-compete unenforceable

under the Bdo three-prong test but would also preclude a partial enforcement of the non-compete

as a necessary aspect of the test for partial enforcement.

Plaintiffs, in their papers, refer to specific trademarked procedures that they have

allegedly trained Dr. Ansari in that they seek to protect. But these procedures are not the subject

of the restrictive covenants in the Agreement. The Agreement’s non-competes only protect

liposuction done for cosmetic reasons under local anesthesia, which is not the specialized and

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trademarked procedures that Plaintiffs refer to in their papers and is, as Plaintiffs admit in their

papers, a much broader “base” surgery. While Plaintiffs argue that Dr. Ansari’s professional

status affords greater latitude to the enforceability of the non-competes, even in “cases between

professionals” such as doctors, a non-compete can be unenforceable when “the employees’

services were not extraordinary or unique.” Harris v. Patients Med., P.C., 169 A.D.3d 433, 434

[1st Dept. 2019]. Here, the service of cosmetic liposuction under local anesthesia is, even by

Plaintiff’s admission, a “base” operation and not an extraordinary or unique service. Plaintiffs

cannot have a legitimate business interest in the simple procedure of cosmetic liposuction under

local anesthesia, and the trademarked procedures they refer to that would constitute a legitimate

business interest are not the subject of the non-compete provisions. Because the non-competes

are overbroad and on their face do not protect a legitimate business interest, they are

unenforceable as a matter of law and there are no grounds for partial enforcement.

The Notice Provision Liquidated Damages is Not Presumptively Unreasonable

While the restrictive covenants in the Agreement are unenforceable as a matter of law,

that is not the only alleged breach of contract in the complaint. Plaintiffs allege that Dr. Ansari

violated the unilateral termination provision of the Agreement and therefore Dr. Lyons is entitled

to liquidated damages. Under the unilateral termination provision, either party could terminate

the Agreement unilaterally provided they gave ninety days’ written notice. Although not

explicitly pled in the complaint, that Plaintiffs allege that Dr. Ansari failed to give such notice is

reasonably inferred. Dr. Ansari moves to dismiss this portion of the breach of contract claim on

the grounds that the liquidated damages provision is an unenforceable penalty. Under the basic

rule, a “contractual provision fixing damages in the event of a breach will be sustained if the

amount liquidated bears a reasonable proportion to the probable loss and the amount of actual

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loss is incapable or difficult of precise estimation.” Truck Rent-A-Center, Inc. v. Puritan Farms

2nd, Inc., 41 N.Y.2d 420, 425 [1977]. The relevant provision here imposes a fine of $1,000 per

day that the notice given by Dr. Ansari falls short of the required ninety days’ written notice.

Furthermore, the provision in question explicitly states that Dr. Ansari agrees that the liquidated

damages amount is “reasonable in consideration of the harm which will befall the Practice for

any unilateral termination and premature termination.”

Dr. Ansari’s arguments for why the liquidated damages is unreasonable are centered

around the relation between the amount of $1,000 per day and the actual value of Dr. Ansari’s

work as done for Dr. Lyons. But this comparison raises issues of fact, and it cannot be said as a

matter of law that a liquidated damages provision of $1,000 per day for the sudden loss of

services of a doctor is inherently unreasonable or disproportionate to the value of his services to

the clinic. Dr. Lyons has adequately pled a breach of contract claim regarding the notice

provision, and therefore full dismissal of the breach of contract cause of action would be

premature.

Unjust Enrichment

Dr. Ansari is moving to dismiss the unjust enrichment claim in the complaint, arguing in

part that that the alleged damages are speculative, and that the only unjust actions taken were

those in violation of the unenforceable restrictive covenants. The elements of a claim for unjust

enrichment are that “(1) the other party was enriched, (2) at [plaintiff]’s expense, and (3) that it is

against equity and good conscience to permit [the other party] to retain what is sought to be

recovered.” 111 W. 57th Inv. LLC v. 111 W57 Mezz Inv. LLC, 220 A.D.3d 435, 437 [1st Dept.

2023]. The complaint alleges that Dr. Ansari “benefited to the detriment of Plaintiffs by and

through the diversion of services and patients that would be otherwise to Plaintiffs.” There are

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also allegations that it is being advertised that Dr. Ansari invented certain specific procedures

that Plaintiffs developed, although it is unclear which plaintiff is alleged to have developed the

procedures.

Regarding the first element, a “person may be unjustly enriched not only where she

receives money or property, but also where she otherwise receives a benefit.” Farina v.

Bastianich, 116 A.D.3d 546, 548 [1st Dept. 2014]. Here, the benefits alleged to have been

received by Dr. Ansari include training in specialized certain procedures. The damages alleged

by Plaintiffs include that despite continuing to pay Dr. Ansari, he moved his work and allegedly

clients to another clinic, where it is being advertised to the public that he developed procedures

that he did not. These suffice to state damages. Although damages that are “too speculative to

support [an] allegation that defendant was enriched at [their] expense” cannot support a claim for

unjust enrichment, here the allegations in the complaint suffice, given every favorable inference,

to withstand a motion to dismiss.

Regarding the element of equity, under the standards of a motion to dismiss, it cannot be

said to be so clearly against equity to permit a party to retain funds that were generated by the

diversion of patients from a clinic and through the improper advertising of services. Finally, the

fact that Dr. Lyons and Dr. Ansari have an agreement that would govern the subject matter does

not totally bar his quasi-contract claim, as such claims can be pled alternatively. See, e.g.,

Georgetown Co., LLC v. IAC/Interactive Corp., 226 A.D.3d 429, 430 [1st Dept. 2024]. And the

Agreement does not bar any claims brought by My Goals, given that as addressed above, they

have no contractual privity with Dr. Ansari and are therefore unable to sustain any breach of

contract claims against him. Accordingly, it is hereby

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ORDERED and ADJUDGED that the motion to dismiss is granted as to the first cause of

action for breach of contract, to the extent it is pled on behalf of My Goals Solutions, Inc. or is

based on the non-compete restrictive provisions in the agreement between James R. Lyons and

Kayvan Ansari dated September 2021; and it is further

ADJUDGED that the motion to dismiss is otherwise denied.

6/10/2025 DATE LYLE E. FRANK, J.S.C. CHECK ONE: CASE DISPOSED X NON-FINAL DISPOSITION

□ □ GRANTED DENIED X GRANTED IN PART OTHER

APPLICATION: SETTLE ORDER SUBMIT ORDER

□ CHECK IF APPROPRIATE: INCLUDES TRANSFER/REASSIGN FIDUCIARY APPOINTMENT REFERENCE

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