Employee Survival Guide® - Unenforceable Noncompete Agreement: Japanese Medical Care PLLC v. Tamba

Episode Date: June 12, 2026

Comment on the Show by Sending Mark a Text Message.What happens when top talent leaves a company with a noncompete agreement to start a rival business just steps away? Dive into the riveting world of noncompete agreements with host Mark Carey and his co-host as they unravel the complex legal battle surrounding J-Medical, a Manhattan medical practice embroiled in a fierce dispute over unpaid fees and restrictive covenants. This episode of the Employee Survival Guide® is not just about legal jargon; it’s a crucial conversation about employee rights, corporate espionage, and the shifting landscape of employment law. As the timeline unfolds, listeners will discover the intricacies of the partnership between DYM America and J-Medical, the financial tensions that erupted into a courtroom showdown, and the landmark ruling that challenged the enforcement of noncompete agreements. The implications of this case extend far beyond one medical practice; they touch on vital issues such as workplace discrimination, employee empowerment, and the evolving nature of work in a post-pandemic world. Carey and his co-host delve deep into the importance of understanding employment contracts, highlighting the potential pitfalls of severance negotiations and the necessity for businesses to safeguard their proprietary information. As courts increasingly invalidate noncompete agreements, what does this mean for the future of work? How should employers adapt their strategies to engage with a workforce that is more informed and empowered than ever before? This episode is packed with insights that every employee and employer should hear. From navigating employment law issues to understanding your rights in a hostile work environment, we provide the tools and knowledge you need to thrive in today’s competitive job market. Whether you’re dealing with workplace harassment, negotiating a severance package, or simply trying to understand your employment rights, this episode is your guide to survival. Join us for an enlightening discussion that challenges the status quo and empowers you to take control of your career. Tune in to the Employee Survival Guide® and equip yourself with the knowledge to navigate the complexities of employment law, workplace dynamics, and the ever-evolving landscape of noncompete agreements. Your career survival depends on it!  If you enjoyed this episode of the Employee Survival Guide please like us on Facebook, X and LinkedIn.  We would really appreciate if you could leave a review of this podcast on your favorite podcast player such as Apple Podcasts and Spotify. Leaving a review will help other employees find the Employee Survival Guide.  For more information, please contact our employment attorneys at Carey & Associates, P.C. at 203-255-4150, www.capclaw.com.Disclaimer:  For educational use only, not intended to be legal advice. 

Hey, it's Mark here and welcome to the next edition of the Employee Survival Guide, where I tell you, as always, what your employer does definitely not want you to know about, and a lot more. Welcome to another edition of the Employee Survival Guide produced by Employment Attorney Mark Carey. Mark has chosen this case to highlight the employment non-competition agreements and examine how courts resolve these complex and stressful employment situations. So I want you to imagine something for a second. imagine your top employees just quit. Okay, stressful enough right there.

Right. But then they walk exactly 10 feet across the hall. They open a competing business right in your old office space, and they legally take like 90% of your revenue. Yeah, that is a total nightmare scenario for any business owner. Absolutely. And today we are looking at a September 2025 appellate division Supreme Court ruling that examined how a scenario exactly like that played out in real time. Yeah, we've got a whole stack of honestly remarkably revealing legal documents to go through today. We have the initial complaint, a highly aggressive counterclaim, and then that final 2025 appellate

ruling. And the goal here is to really dissect the mechanics of a corporate implosion, right? Exactly. We are looking at a Manhattan medical practice called J. Medical, Japanese medical care. And the documents just lay out exactly what happens when a business partnership turns completely toxic. Employees are weaponized, and the courts have to unethical. untangle who actually owns the patients, the skills, and, well, the physical infrastructure.

Yeah. And, you know, the legal battles over non-competes always make the headlines. But to understand why the courts ruled the way they did here, we really have to look at the foundational cracks that cause the employees to flee in the first place. Right. You have to go back to the beginning. The timeline really starts back in 2017. Okay, set the stage for us. So a company called DYM America decides to launch a medical clinic, catering specifically to Japanese speakers in the New York metropolitan area. Got it.

But DYM is purely an administrative company. They don't have medical licenses, so, you know, they can't legally practice medicine themselves. Right. They need a clinical partner for that. Exactly. And the structure they built, it's actually really common in the health care industry. It's called an administrative services agreement or an ASA.

An ASA, right? Yeah. So DYM leased this premium space on the 17th floor of 315 Madison Avenue. They build the physical infrastructure, develop the brinket the bridge. branding, set up the website, and managed all the business accounts. So they basically built the entire house. Precisely. And then they brought in Japanese medical care, PLLC, which we will just call JMC for short. Yes, JMC, which was run by Dr. Tominori Nakagama. Yeah. So JMC provided the

actual medical care while DUIM provided the engine running quietly in the background. It's a very symbiotic relationship. I mean, think of it like a tech ecosystem, right? Yeah. DYM built the hardware and the operating system, and JMC is the specialized software running on top of it. That's a great way to look at it. Yeah, one really cannot function without the other, but there's a financial mechanism driving all of this, which was allegedly established in April 2018. Right, the money. So DYM was supposed to receive a monthly fee equal to 115% of their incurred expenses. So that extra 15% margin over their overhead, that's their profit incentive, right?

Exactly. That's why DYM handles the headaches of leases, equipment, maintenance and administrative payroll. But the friction, I mean, it starts almost immediately. As it always seems to do in these cases. Oh, yeah. According to DYM's counterclaim, from February 2018, all the way through December 2022, JMC simply failed to pay that fee consistently. Wait, for four years? Yep. The underpayments and miss payments just compounded over the years. By the time the relationship reached a breaking point, DYM claimed JMC owed them an astonishing $2.7 million in unpaid fees and interest.

Wow. I mean, carrying a $2.7 million receivable for a single client that is an existential threat to an administrative company. Oh, totally. You can't just absorb that. So, DYM finally pulled the plug. In April 2022, they officially notified JMC that they were terminating the administrative services agreement. Right, making the termination effective on June 3, 2022. And you would expect that, you know, when the contract ends, the tenant just packs up and leaves the Madison Avenue space.

You would think so. Yeah. But the physical reality of a medical practice makes a clean break incredibly difficult. JMC did not leave. Right. It's literally like a messy divorce where the couple is forced to keep living in the exact same house. It is exactly like that. Yeah.

Even after the agreement officially terminated in June, GMC allegedly remained in the Madison Avenue space for another six months. Wow. All the way until December 31st, 2022. And they continue to use DYM's logos, the medical equipment, and the administrative services. It's like a franchisee having their corporate license revoked, but just refusing to take down the signs and continuing to use the corporate kitchen to sell burgers. Yes. It creates massive liability.

And JMC, I mean, they had their own intense grievances during this six-month holdover period, didn't they? Oh, they definitely did. They alleged that DYM started holding roughly $80,000 worth of JMC's medical equipment hostage. Hostage. Wow. Yeah. And JMC also claimed DYM refused to hand over critical, paper-based patient health record. unless JMC paid exorbitant shipping costs to move the boxes.

Okay, holding medical records hostage, that crosses a significant line because it directly impacts patient care. You're messing with people's health at that point. Absolutely. When the founders of a dual-edity structure like this go to war over equipment and invoices, the employees caught in the middle are just forced to choose allegiances. Yeah, the instability just breeds paranoia, which brings us to the allegations of corporate espionage. Yeah, what DYM describes is a deliberate inside job. So the documents detailed the actions of this guy, you can echo.

He was hired in February 2018 as DYM's executive manager. Right. His primary responsibility was overseeing the general operations for the clinic. He basically had the keys to the kingdom. He really did. Access to the Chase Bank accounts, the ADP payroll system, the confidential contact lists, all of it. The leverage an executive manager holds in an administrative company is just immense. And DYM alleges that while Kineko was still fully employed by them, you know, drawing a DYM salary, he systematically locked DYM out of their own financial and operational systems.

Wait, he locked his own employer out of their bank accounts? Yep. He allegedly transferred the administrative controls of the Chase accounts and the ADP payroll directly over to JMC and Dr. Nakagama. Wow. So he essentially severed the central nervous system of his own employer. He did. And the allegations go even further than that. Oh, right.

the car. DYM claims Kineko was secretly using DYM's funds to make personal payments for Dr. Nakagama's car during this lockout period. Yeah. And the timeline of Kineko's employment is the crucial factor for the courts here. Because in early 2019, Kineko officially resigned from DYM and immediately accepted the exact same position working directly for JMC. Unbelievable. He took the institutional knowledge, the operational access, the system controls, and just walked across the battle line. I mean, from DYM's perspective, they literally paid a salary to an employee who

dismantled their infrastructure from the inside and handed it to the guy who owed them $2.7 million. Exactly. And that administrative takeover, that really set the stage for a much larger threat involving the medical staff. Right. Because as this toxic partnership finally staggers to a complete halt in December 2022, JMC is packing up to physically leave the Madison Avenue office. Right. But two key providers, nurse practitioner Yasuko Tamba and Dr. Karra Miyazaki, they did not go with them. No, they didn't. JMC alleges that as the moveout date approached, Tamba and Miyazaki actually conspired with DYM to form an entirely new competing medical entity called My Medical.

My Medical. Yeah. They incorporated this new business and set up operations in the exact same 17th floor office space on Madison Avenue that JMC. was vacating. They literally took over the physical footprint. I mean, think about that. JMC moves their boxes out on a Friday, and on Monday, their former employees are sitting in the exact same exam rooms treating patients. It's wild. If you are a patient navigating Manhattan, you know, you walk into the same building, you take the elevator to the same floor and you see the same nurse you've seen for years. Right. You have no idea. The corporate entity behind the desk has completely changed. You just think,

oh, my doctor's still here. Yeah. And the new enterprise obviously relied heavily on that continuity, which brings us to the most damaging piece of evidence presented by JMC. Oh, the email? Yes, the mass email sent in January 2023 to JMC's entire confidential patient roster. The wording of this email is just a masterclass in exploiting patient trust. It really is. Let me actually quote the email directly from the court filings. It reads, effective January 2023, the legal entity that operates J. Medical and its medical

director are to be changed. Our practice name J. Medical, as well as our practice areas remain the same. Yeah, the phrasing there is so intentional. The legal entity is to be changed. They present a hostile corporate takeover as just, you know, a routine administrative update. Right. Like, oh, just some paperwork shuffling in the back office. Exactly. They did not announce the opening of a rival clinic. They explicitly told the patients that the practice name and practice areas remain the same. They totally blurred the lines of corporate identity to retain the billable hours. And the strategy was devastatingly effective. I mean, JMC reported that following this targeted email and the physical takeover of the office space, their patient billables and overall revenues plummeted by 90%. 90%. That's a death blow to her practice. Totally. So facing complete collapse, JMC reached for the ultimate legal weapon they had left, the employment contracts.

They filed suit to enforce a non-compete clause against nurse practitioner Tomba to stop. her from working for this new competitor. And the specifics of the contract are vital here. Very much so. Taba had signed an agreement banning her from providing nurse practitioner services in this massive geographical zone, basically from 22nd Street to 602nd Street in Manhattan. That's a huge chunk of the city. Huge.

And also within a 10-mile radius of another location in Purchase, New York. And this restriction was set for two whole years. Okay, let's unpack this, because this is the part that always gets me. If I spend years training a nurse practitioner, you know, integrating them into my practice and introducing them to my patient base, how does the court justify just letting them walk across the hall? I mean, that feels like legalized theft of a business asset. A nurse practitioner builds intense personal trust with patients. Shouldn't a business have the right to protect that relationship from being reponized against them? That frustration you're expressing. That is exactly what business owners argue in. in court every single day.

I bet. But the appellate division of the Supreme Court had to weigh the employer's desire to protect its revenue against the fundamental right of a human being to practice their profession and make a living. Right. And in September 2025, the court delivered a definitive ruling. They completely threw out the non-compete clause. Just tossed it out. They invalidated a signed contract.

What was the actual legal mechanism that used to do that? So New York law requires an employer to prove they have a, quote, legitimate legal interest. to enforce a non-compete. Merely avoiding competition is not a legitimate interest. You can't just say, I don't want her to compete with me. The court drew a really sharp distinction regarding Tomba's skills. They ruled that while nurse practitioner services are absolutely indispensable to running a medical clinic, those services are not legally unique or extraordinary.

Wait, how does the court define unique or extraordinary if keeping patients alive and diagnosing illnesses doesn't qualify? I mean, that sounds pretty unique to me. I know. It sounds counterintuitive. Yeah. But the legal definition of unique is incredibly narrow. It usually applies to someone like, say, a specialized trade secret developer or maybe an irreplaceable CEO with singular industry knowledge. Okay. I see.

Or even a celebrity performer whose actual personal persona is the product being sold. Got it. A nurse practitioner obviously possesses highly specialized, rigorously tested skills, diagnosing, treating, prescribing. But those are general professional skills. within the medical field. The knowledge belongs to the nurse, not the employer. That actually makes sense when you apply it to other traits. Like if you hire a master carpenter to build custom cabinets for your company, you don't suddenly own his physical ability to swing a hammer or his knowledge of wood grains. Exactly. The skill of carpentry is his property. You cannot ban him

from building cabinets for the competitor across the street just because his departure hurts your bottom line. And the court viewed Tomba's nursing skills the exact same way. Banning her from practicing in a massive swath of Manhattan for two years did not protect a proprietary asset of JMC. It simply operated as a restraint on trade. Which courts hate? Oh, they despise it. The modern judicial trend is increasingly hostile to broad non-competes that attempt to lock up human capital just to prevent fair market competition. Okay, but if the non-compete is dead and Tamba is completely free to work in her old office space for a new boss,

what stops her from taking every single patient with her? I mean, it sounds like open season on a company's client list. And the court anticipated that exact concern because there was a line. They drew a definitive line between a person's general skills, which cannot be restricted, and a company's confidential data, which is fiercely protected. Ah, okay. So while the court tossed out the non-compete, they explicitly ruled that the non-solicitation clause survives and is fully enforceable. Oh, interesting. So you can practice medicine, but you cannot use my proprietary database to source your appointments.

Precisely. That distinction shifts the whole legal battleground from restricting labor over to proving data theft. Right. The court ruled there are genuine issues of material fact regarding whether Tomba and Dr. Miyazaki actually misappropriated JMC's confidential patient information. The massive question for the trial court now is how the new entity, my medical, obtain the contact list to send that January 2023 email in the first place. Yeah, and proving that is incredibly complex. I mean, if I am the defense attorney for the new clinic, I am just going to argue that we obtain those contacts through legitimate new marketing efforts or that patients sought us out independently because they liked the providers. Right. They just Googled us. Exactly. So how does JMC prove the data was actually stolen? The burden of proof falls entirely on JMC, and it requires rigorous digital forensics. At trial, they will have to subpoena email, servers, examine the metadata of downloaded files, and look at the timestamps of when patient

records were accessed prior to the mass exodus. Wow. Yeah, they have to prove a direct chain of custody from JMC's secure servers directly to the outbox of the new entity. It's a highly technical evidence-heavy process. It provides a very clear lesson for anyone running a business today, though. You cannot lock down a human being's right to earn a living in their chosen profession. The physical skill walks out the door whenever the employee decides to leave.

Yep, they can just walk. But you can and absolutely must lock down your digital infrastructure, your trade secrets, your patientless, your confidential formulas. Those are the protectable assets. Yes. Securing the data is really the only reliable defense mechanism left as non-competes continue to lose their power in court. Makes total sense. But before we leave the legal fallout of this case, we have to look at how the appellate court handle the original catalyst for this entire disaster. The $2.7 million debt that DYM claimed JMC owed them.

Exactly. So JMC's defense against that multimillion dollar bill was that the original contract allegedly lacked a specific written term defining the exact monthly administrative fee. Right. They argued that if the fee wasn't explicitly written into the contract, they shouldn't be legally bound to pay it. Which, I mean, sounds a bit like a technicality. It was entirely a technical defense aimed at exploiting contract ambiguity. Yeah. But the appellate court entirely.

rejected that argument. Oh, they did. Yes. They ruled that DYM is legally permitted to pursue the $2.7 million claim against JMC, regardless of whether the original written contract contained the exact fee term. Interesting. Why? The court focused on the multi-year behavior of the parties rather than just the ink on the page. Because JMC actually paid DYM varying amounts of money every month for those administrative services over a period of four years. Exactly. Exactly. So they're concerned. system behavior basically validated the existence of the fee structure, even if the paperwork was flawed. You can't just utilize a service for years, make partial payments, and then suddenly throw your hands up and claim the billing structure is legally invalid. Exactly. And the court

invoked a foundational legal doctrine here called quantum meruit. Quantum Meruit. Yeah, the translates from Latin to as much as he is deserved. And the justice system uses this doctrine to prevent unjust enrichment. Okay. Break that down for us. Basically, when a formal contract fails or is found to be technically incomplete, the law steps in and requires a party to pay the reasonable market value for the services they accepted and benefited from. It is the legal equivalent of eating a steak at a restaurant and then refusing to pay because the price wasn't clearly printed on the menu. Exactly.

You still consume the steak. You derive the benefit. The restaurant still had to pay the chef and buy the ingredients. Quantum Maroot ensures the restaurant gets compensated for the fair value of the meal. That is a perfect analogy. In this question, corporate dispute, DYM provided the Madison Avenue office space, the administrative staff, the logos, and the medical equipment. And JMC used all of those resources to treat patients and generate revenue. Right. So under Quantum of Maroot, JMC is legally obligated to pay the reasonable value of those resources, which DYM calculates at that $2.7 million. Wow. Synthesizing this entire battlefield, the takeaways for anyone navigating a business partnership or managing

employees are really stark. Very much so. Contracts demand absolute precision. The initial ambiguity over the administrative fee structure and the chaotic six-month delayed termination process. I mean, that created the environment where this toxicity thrived in the first place. And another huge takeaway is that the reliance on broad non-competes is just a failing strategy today. Yeah. Employers must assume that their top talent can and will leave to compete against them. Right. The focus must shift entirely toward robust data security, enforceable non-solicitation agreements, and strict access controls on proprietary systems. Which brings us back to the core conflict of the modern workplace.

We are looking at a scenario where two parties were forced to live in the same house, literally fighting over medical equipment, while the employees dismantled the infrastructure from the inside and set up shop across the hall. It's nuts. It forces us to ask a really difficult question about the future of work. As courts continue to strike down non-compete agreements across the country, are we heading toward a future where employers simply stop investing in their employees' training and development altogether?

Yeah, it's a real fear. If companies operate under the assumption that their best people are just free agents waiting to walk across the hall with their newly acquired skills, will the workplace become fundamentally less collaborative and significantly more paranoid? Something every business owner has to think about. Absolutely. Well, thank you so much for joining us for this conversation today. loved exploring the incredible legal mechanics of this case with you, and we'll catch on the next one.

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