Preview
FILED: KINGS COUNTY CLERK 09/26/2018 02:48 PM INDEX NO. 507940/2016
NYSCEF DOC. NO. 97 RECEIVED NYSCEF: 09/26/2018
SUPREME COURT OF THE STATE OF NEW YORK
COUNTY OF KINGS
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PATRICIA ROMANO, :
:
Plaintiff, :
: Index No. 507940/2016
-against- :
:
SHIEL MEDICAL LABORATORY, INC. a/k/a BIM : AMENDED COMPLAINT
MEDICAL, INC., SPECTRA LABORATORIES, INC., :
and JACK BASCH :
:
Defendants. :
--------------------------------------- --------------------------------- X
Plaintiff PATRICIA ROMANO, by Gordon, Gordon & Schnapp, P.C., her attorneys
herein, as and for her Amended Complaint sets forth the following:
1. Plaintiff PATRICIA ROMANO ("Romano") is a citizen and domiciliary of the State
of New York, residing at 113 Buxton Road, Bedford Hills, New York, County of Westchester.
2. At all times pertinent hereto, plaintiff Romano was and is a medical doctor duly
licensed to practice in the State of New York.
3. Upon information and belief, defendant SHIEL MEDICAL LABORATORY, INC.
("Shiel") is a corporation organized and existing under the laws of the State of New York and
maintaining its principal place of business at 63 Fhishing Avenue, Brooklyn, New York, County
of Kings.
4. Upon information and belief, defendant BIM MEDICAL, INC. ("BIM") is a
corporation organized and existing under the laws of the State of New York and maintaining its
principal place of business at 63 Flushing Avenue, Brooklyn, New York, County of Kings.
5. Upon information and belief, BIM MEDICAL, INC. is a name by which Shiel
currently does business, and is name by which Shiel has done business since on or about
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November 21, 2013.
6. Upon information and belief, Shiel and BIM are operated as a single business
enterprise, without regard to corporate formalities and/or any corporate distinctions between
them.
7. Defendant Jack Basch ("Basch") is a resident and domiciliary of the State of New
58d'
York, County of Kings, residing at 1755 Street, Brooklyn, New York, and maintaining a
place of business at 63 Flushing Avenue, Brooklyn, New York.
8. Upon information and belief, Basch is and at all times pertinent hereto has been the
chief executive officer and principal owner of both Shiel and BIM.
9. Upon information and belief, at all times pertinent hereto Basch controlled both Shiel
and BIM and operated both corporations as his alter ego for his own personal benefit and
purposes, without regard to corporate formalities, and without regard to any distinctions between
his individual interests and any separate and distinct corporate purposes of Shiel and/or BIM.
10. Upon information and belief, defendant SPECTRA LABORATORIES, INC.
("Spectra") is a foreign corporation authorized to do business in the State of New York and
having an office for the conduct of its business at 63 Flushing Avenue, Brooklyn, New York,
County of Kings.
11. Upon information and belief, in or about October, 2013, Spectra acquired all of the
business operations theretofore conducted by Shiel via a purchase of the corporate stock of Shiel
and/or via some other form of stock purchase, merger, consolidation or asset purchase.
12. As a result of the transaction referred to in the preceding paragraph, Spectra became
and to this day remains the successor to Shiel for the purposes of fulfilling any and all obligations
of Shiel that arose and/or were created prior to the date of the purchase, acquisition, merger or
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consolidation referred to in paragraph 11 above, including but not limited to obligations arising
from contracts between Shiel and its employees, agents, independent contractors and consultants.
13. At all times pertinent hereto, Shiel was a commercial medical laboratory. Shiel was
in the business, inter alia, of performing clinical and anatomical pathology tests for a fee.
14. In or about October, 2006, Basch, acting on his own behalf and on behalf of Shiel,
offered Romano the position of full time medical director of Shiel. The terms of the offer made
by Basch included, inter alia, an annual salary of $300,000, an annual bonus of $50,000, and a
"merger or acquisition bonus equal to 3% of laboratory revenues above our current
$32,000,000."
15. Romano declined the offer of a position as full time medical director of Shiel that was
made to her in or about October, 2006.
16. In or about late 2006, at a luncheon meting held at the Prime Grill Restaurant, Basch,
acting on his own behalf and on behalf of Shiel, again offered Romano the position of full time
medical director of Shiel. Over the ensuing months, while serving as an independent consultant
to Shiel, Romano observed first hand the condition of Shiel's business operations and the manner
in which it conducted its business.
17. On the occasion referred to in the preceding paragraph, Basch, acting on his own
behalf and on behalf of Shiel, offered Romano the same salary that he had offered her on the first
occasion, referred to in paragraph 14 above, on which he had requested that she agree to accept
the position of full time medical director of Shiel.
18. On the occasion referred to in paragraph 16 above, Romano made a counter-offer,
telling Basch that she would accept a position as a part time outside consultant with the
understanding that in the event Basch thereafter decided he wished to hire her as Shiel's full time
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medical director, she would accept that position only if Basch and Shiel agreed that in the event
all or substantially all of Shiel's business were sold following her acceptance of the position as
its medical director, she would receive a performance bonus equal to ten percent (10%) of the
total sale price received by Shiel and/or its owners, principals or shareholders in connection with
any such sale.
19. On the occasion referred to in paragraph 16 above, Basch, acting on his own behalf
and on behalf of Shiel, accepted Romano's counter-offer and agreed with Romano that she would
assume the position as a part time consultant with Shiel subject to the understanding that in the
event Basch thereafter decided he wished to hire her as Shiel's full time medical director, she
would accept that position only if Basch and Shiel agreed that in the event all or substantially all
of Shiel's business were sold following her acceptance of the position as its medical director, she
would receive a performance bonus equal to ten percent (10%) of the total sale price received by
Shiel and/or its owners, principals or shareholders in connection with any such sale.
20. Romano began providing services to defêñdants as an outside consultant in January,
2007. Based on her observations of Shiel's business operations during the period when she
performed services for Shiel as an independent consultant, Romano concluded that Shiel
conducted its operations in such a slovenly and unprofessional manner that unless drastic
remedial steps were taken, the New York State agencies responsible for overseeing commercial
medical laboratories would very likely direct in the near future that Shiel cease doing business as
a commercial medical laboratory.
21. In or about late March, 2007, Romano, acting in her capacity as part time consultant
to defendants, telephoned the New York State Department of Health ("NYDOH"), one of the
agencies charged with oversight of commercial medical laboratories, to inquire why Shiel had
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not received permission from the State to conduct a certain type of blood test.
22. During the telephone conversation referred to in paragraph 21 above, Romano was
advised by the person to whom she was speaking that NYDOH was in the process of compiling a
long list of major infractions committed by Shiel, many of which had been called repeatedly to
Shiel's attention over the preceding eight years.
23. During the telephone conversation referred to in paragraph 21 above, Romano was
transferred to the NYDOH's vice head of inspection.
24. During the telephone conversation referred to in paragraph 21 above, the NYDOH's
vice head of inspection to whom Romano's call had been transferred informed Romano that
down"
NYDOH was preparing to "shut Shiel, and that it would refrain from doing so only if
Romano agreed to assume full responsibility for Shiel's operations.
25. Immediately following the conclusion of the telephone conversation referred to in
paragraphs 21-24 above, Romano informed Basch of what she had just been told by the
NYDOH's vice head of inspection.
26. In the same conversation in which she informed Basch of what she had just been told
by the NYDOH's vice head of inspection, Romano informed Basch that she would agree to
become the full time medical director of Shiel only on the condition that Basch and Shiel abide
by the agreement they had made during the course of the luncheon meeting as described in
paragraphs 16-19 above, and only on the further condition that Basch and Shiel agreed to
implement any and every recommendation Romano made concerning the operation of Shiel's
medical laboratory
27. In the same conversation in which Romano informed Basch of what she had just been
told by the NYDOH's vice head of inspection, Basch, on his own behalf and on behalf of Shiel,
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agreed to accept the conditions Romano had set for becoming the full time medical director of
Shiel, as specified in the preceding paragraph.
28. On the occasion referred to in paragraphs 25-27 above, Basch, acting on his own
behalf and on behalf of Shiel, requested that Romano start immediately to fulfill the position
upon the terms and conditions to which Basch and Romano had just agreed, without awaiting the
preparation of any writing to memorialize the terms of the agreement they had just entered.
29. On the occasion referred to in paragraph 25-27 above, Basch, acting on his own
behalf and on behalf of Shiel, advised Romano that he would in due course prepare a document
memorializing the agreement they had just reached.
30. In reliance on Basch's and Shiel's agreements and promises referred to in paragraphs
19-23 above, Romano accepted the position of medical director of Shiel and coirsñêñced
fulfilling her duties in that capacity immediately.
31. In or about November, 2007, Romano, while in Basch's office, inquired of Basch
when she could expect to see a draft of a writing memorializing the terms and conditions of the
agreement between Basch and Shiel on the one hand and Romano on the other, including but not
limited to Basch's and Shiel's agreement to pay her a performance bonus equal to ten percent
(10%) of the total sale price received by Shiel and/or its owners, principals or shareholders in the
event Shiel's business were sold.
32. During the course of the meeting referred to in the preceding paragraph, Romano
advised Basch, on his own behalf and on behalf of Shiel, that notwithstanding Basch's and
Shiel's prior agreement to pay her a performance bonus equal to ten percent (10%) of the total
sale price received by Shiel and/or its owners, principals or shareholders in the event Shiel's
business were sold, Romano would agree that the first $32 million of any such sale would be
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exempt from the performance bonus, i.e., Romano proposed an adjustment to her existing
agreement with Basch and Shiel such that rather than being obligated to pay Romano a
performance bonus in the event of a sale of Shiel's business equal to ten percent (10%) of the
total sale price received by Shiel, its owners, principals and/or shareholders in connection with
any such sale, Basch and Shiel would be obligated to pay a performance bonus equal to ten
percent (10%) of only that portion of the total sale price that exceeded $32 million in the event of
such a sale of Shiel's business.
33. During the course of the meeting referred to in paragraph 31 above, and immediately
in response to Romano's inquiry as to when she could expect to receive a written document
memorializing the terms of her agreement with Basch and Shiel as to the compensation she
would receive for serving as full time medical director of Shiel, and in response to Romano's
proposed adjustment of her existing agreement with Basch and Shiel, Basch, acting on his own
behalf and on behalf of Shiel, prepared and tendered to Romano a handwritten proposal
concerning the performance bonus Romano would receive in the event of a sale of Shiel's
business operations.
33. The handwritten proposal that Basch, acting on his own behalf and on behalf of
Shiel, prepared and teñdered to Romano as described in the preceding paragraph, specified that
Basch and Shiel agreed that in the event of a sale of all or substantially all of Shiel's business
operations, Romano would receive a bonus equal to equal to 3% of the amount of any sale price
between $32 million and $45 million; 4.5% of the amount of any sale price between $45 million
and $60 million; 6% of the amount of any sale price between $60 million and $80 million; 7.5%
of the amount of any sale price between $80 million and $100 million; 9% of the amount of any
sale price between $100 million and $120 million; and 10% of the amount of any sale price over
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$120 million.
34. In reliance on Basch's and Shiel's written promise as set forth in the preceding
paragraph, Romano agreed to continue to serve as the full time medical director of Shiel.
35. Between the date of the events described in paragraphs 31-34 above and in or about
December, 2013, Romano served in the capacity as full time medical director of Shiel. In that
capacity, Romano served with the highest degree of professionalism and skill.
36. As a result of Romano's efforts between the date of the events described in
paragraphs 331-34 above and in or about December, 2013, Shiel was transformed from an
unprofessional, slovenly organization whose very existence as a medical laboratory was at
immediate risk, into a first class, professional and highly profitable medical laboratory that was
fully compliant with the demands of the regulatory agencies that oversaw for profit medical
laboratories.
37. But for Romano's efforts and services as medical director of Shiel during the period
between the events described in paragraphs 31-34 above and in or about December, 2013, Shiel
almost certainly would have been directed by the government and regulatory agencies
responsible for overseeing the operations of for profit medical laboratories to cease its operations
by reason of its multiple violations of State and regulatory standards. .
38. But for Romano's efforts and services as medical director of Shiel during the period
between the events described in 31-34 above and in or about December, 2013, Shiel would have
ceased to be a viable, profitable medical laboratory.
39. In or about December, 2013, Spectra purchased all or substantially all of the business
operations of Shiel for a total purchase price of $200 million.
40. At various times since December, 2013, Romano has demanded that Basch and Shiel
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pay her a performance bonus in an amount equal to 10% of the purchase price that had been paid
for Shiel, i.e., $20 million (10% of $200 million).
41. At various times since December, 2013, Basch and Shiel have made partial payments
to Romano on account of the performance bonus, payment of which she has demanded, in the
aggregate amount of $4 million, but have failed and refused to pay any part of the balañce of $16
million that remains due and owing on account of the performance bonus that is due and owing
from Basch and Shiel to Romano in accordance with the terms of her agreements with Basch and
Shiel.
FIRST CAUSE OF ACTION
(Quantum Meruit)
42. Plaintiff repeats and realleges the allegations of paragraphs 1 through 41 above of
this Complaint as though set forth in full hereat, and with the same force and effect.
43. Plaintiff Romano performed services for Basch, Shiel and BIM in good faith and in
the expectation of receiving a performance bonus in the event the business of Shiel were sold.
44. Basch, Shiel and BIM accepted Romano's services knowing that she expected to
receive a performance bonus in the event the business of Shiel were sold.
45. The reasonable value of the services Romano performed for Basch, Shiel and BIM
was $13,565,000, of which only $4 million has been paid to her despite due demand for payment
of the balance.
SECOND CAUSE OF ACTION
(Unjust Enrichment)
46. Plaintiff repeats and realleges the allegations of paragraphs 1 through 41 above of
this Complaint as though set forth in full hereat, and with the same force and effect.
47. Defendants Basch, Shiel and BIM have been unjustly enriched at the expense of
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plaintiff Romano in the amount of $9,565,000.
THIRD CAUSE OF ACTION
(Promissory Estoppel)
48. Plaintiff repeats and realleges the allegations of paragraphs 1 through 41 above of
this Complaint as though set forth in full hereat, and with the same force and effect.
49. Basch, Shiel and BIM unambiguously promised Romano that in the event of a sale of
all or substantially all of Shiel's business operations, Basch, Shiel and BlM would pay Romano a
performance bonus in accordance with the sliding scale summarized at paragraph 33 above.
50. Romano reasonably relied on the promises made by Basch, Shiel and BIM in
continuing to perform services as the medical director of Shiel, as a result of w
Preview
FILED: KINGS COUNTY CLERK 09/26/2018 02:48 PM INDEX NO. 507940/2016 NYSCEF DOC. NO. 97 RECEIVED NYSCEF: 09/26/2018 SUPREME COURT OF THE STATE OF NEW YORK COUNTY OF KINGS ------- -------------------------------------- ------- --------X PATRICIA ROMANO, : : Plaintiff, : : Index No. 507940/2016 -against- : : SHIEL MEDICAL LABORATORY, INC. a/k/a BIM : AMENDED COMPLAINT MEDICAL, INC., SPECTRA LABORATORIES, INC., : and JACK BASCH : : Defendants. : --------------------------------------- --------------------------------- X Plaintiff PATRICIA ROMANO, by Gordon, Gordon & Schnapp, P.C., her attorneys herein, as and for her Amended Complaint sets forth the following: 1. Plaintiff PATRICIA ROMANO ("Romano") is a citizen and domiciliary of the State of New York, residing at 113 Buxton Road, Bedford Hills, New York, County of Westchester. 2. At all times pertinent hereto, plaintiff Romano was and is a medical doctor duly licensed to practice in the State of New York. 3. Upon information and belief, defendant SHIEL MEDICAL LABORATORY, INC. ("Shiel") is a corporation organized and existing under the laws of the State of New York and maintaining its principal place of business at 63 Fhishing Avenue, Brooklyn, New York, County of Kings. 4. Upon information and belief, defendant BIM MEDICAL, INC. ("BIM") is a corporation organized and existing under the laws of the State of New York and maintaining its principal place of business at 63 Flushing Avenue, Brooklyn, New York, County of Kings. 5. Upon information and belief, BIM MEDICAL, INC. is a name by which Shiel currently does business, and is name by which Shiel has done business since on or about 1 of 11 FILED: KINGS COUNTY CLERK 09/26/2018 02:48 PM INDEX NO. 507940/2016 NYSCEF DOC. NO. 97 RECEIVED NYSCEF: 09/26/2018 November 21, 2013. 6. Upon information and belief, Shiel and BIM are operated as a single business enterprise, without regard to corporate formalities and/or any corporate distinctions between them. 7. Defendant Jack Basch ("Basch") is a resident and domiciliary of the State of New 58d' York, County of Kings, residing at 1755 Street, Brooklyn, New York, and maintaining a place of business at 63 Flushing Avenue, Brooklyn, New York. 8. Upon information and belief, Basch is and at all times pertinent hereto has been the chief executive officer and principal owner of both Shiel and BIM. 9. Upon information and belief, at all times pertinent hereto Basch controlled both Shiel and BIM and operated both corporations as his alter ego for his own personal benefit and purposes, without regard to corporate formalities, and without regard to any distinctions between his individual interests and any separate and distinct corporate purposes of Shiel and/or BIM. 10. Upon information and belief, defendant SPECTRA LABORATORIES, INC. ("Spectra") is a foreign corporation authorized to do business in the State of New York and having an office for the conduct of its business at 63 Flushing Avenue, Brooklyn, New York, County of Kings. 11. Upon information and belief, in or about October, 2013, Spectra acquired all of the business operations theretofore conducted by Shiel via a purchase of the corporate stock of Shiel and/or via some other form of stock purchase, merger, consolidation or asset purchase. 12. As a result of the transaction referred to in the preceding paragraph, Spectra became and to this day remains the successor to Shiel for the purposes of fulfilling any and all obligations of Shiel that arose and/or were created prior to the date of the purchase, acquisition, merger or 2 of 11 FILED: KINGS COUNTY CLERK 09/26/2018 02:48 PM INDEX NO. 507940/2016 NYSCEF DOC. NO. 97 RECEIVED NYSCEF: 09/26/2018 consolidation referred to in paragraph 11 above, including but not limited to obligations arising from contracts between Shiel and its employees, agents, independent contractors and consultants. 13. At all times pertinent hereto, Shiel was a commercial medical laboratory. Shiel was in the business, inter alia, of performing clinical and anatomical pathology tests for a fee. 14. In or about October, 2006, Basch, acting on his own behalf and on behalf of Shiel, offered Romano the position of full time medical director of Shiel. The terms of the offer made by Basch included, inter alia, an annual salary of $300,000, an annual bonus of $50,000, and a "merger or acquisition bonus equal to 3% of laboratory revenues above our current $32,000,000." 15. Romano declined the offer of a position as full time medical director of Shiel that was made to her in or about October, 2006. 16. In or about late 2006, at a luncheon meting held at the Prime Grill Restaurant, Basch, acting on his own behalf and on behalf of Shiel, again offered Romano the position of full time medical director of Shiel. Over the ensuing months, while serving as an independent consultant to Shiel, Romano observed first hand the condition of Shiel's business operations and the manner in which it conducted its business. 17. On the occasion referred to in the preceding paragraph, Basch, acting on his own behalf and on behalf of Shiel, offered Romano the same salary that he had offered her on the first occasion, referred to in paragraph 14 above, on which he had requested that she agree to accept the position of full time medical director of Shiel. 18. On the occasion referred to in paragraph 16 above, Romano made a counter-offer, telling Basch that she would accept a position as a part time outside consultant with the understanding that in the event Basch thereafter decided he wished to hire her as Shiel's full time 3 of 11 FILED: KINGS COUNTY CLERK 09/26/2018 02:48 PM INDEX NO. 507940/2016 NYSCEF DOC. NO. 97 RECEIVED NYSCEF: 09/26/2018 medical director, she would accept that position only if Basch and Shiel agreed that in the event all or substantially all of Shiel's business were sold following her acceptance of the position as its medical director, she would receive a performance bonus equal to ten percent (10%) of the total sale price received by Shiel and/or its owners, principals or shareholders in connection with any such sale. 19. On the occasion referred to in paragraph 16 above, Basch, acting on his own behalf and on behalf of Shiel, accepted Romano's counter-offer and agreed with Romano that she would assume the position as a part time consultant with Shiel subject to the understanding that in the event Basch thereafter decided he wished to hire her as Shiel's full time medical director, she would accept that position only if Basch and Shiel agreed that in the event all or substantially all of Shiel's business were sold following her acceptance of the position as its medical director, she would receive a performance bonus equal to ten percent (10%) of the total sale price received by Shiel and/or its owners, principals or shareholders in connection with any such sale. 20. Romano began providing services to defêñdants as an outside consultant in January, 2007. Based on her observations of Shiel's business operations during the period when she performed services for Shiel as an independent consultant, Romano concluded that Shiel conducted its operations in such a slovenly and unprofessional manner that unless drastic remedial steps were taken, the New York State agencies responsible for overseeing commercial medical laboratories would very likely direct in the near future that Shiel cease doing business as a commercial medical laboratory. 21. In or about late March, 2007, Romano, acting in her capacity as part time consultant to defendants, telephoned the New York State Department of Health ("NYDOH"), one of the agencies charged with oversight of commercial medical laboratories, to inquire why Shiel had 4 of 11 FILED: KINGS COUNTY CLERK 09/26/2018 02:48 PM INDEX NO. 507940/2016 NYSCEF DOC. NO. 97 RECEIVED NYSCEF: 09/26/2018 not received permission from the State to conduct a certain type of blood test. 22. During the telephone conversation referred to in paragraph 21 above, Romano was advised by the person to whom she was speaking that NYDOH was in the process of compiling a long list of major infractions committed by Shiel, many of which had been called repeatedly to Shiel's attention over the preceding eight years. 23. During the telephone conversation referred to in paragraph 21 above, Romano was transferred to the NYDOH's vice head of inspection. 24. During the telephone conversation referred to in paragraph 21 above, the NYDOH's vice head of inspection to whom Romano's call had been transferred informed Romano that down" NYDOH was preparing to "shut Shiel, and that it would refrain from doing so only if Romano agreed to assume full responsibility for Shiel's operations. 25. Immediately following the conclusion of the telephone conversation referred to in paragraphs 21-24 above, Romano informed Basch of what she had just been told by the NYDOH's vice head of inspection. 26. In the same conversation in which she informed Basch of what she had just been told by the NYDOH's vice head of inspection, Romano informed Basch that she would agree to become the full time medical director of Shiel only on the condition that Basch and Shiel abide by the agreement they had made during the course of the luncheon meeting as described in paragraphs 16-19 above, and only on the further condition that Basch and Shiel agreed to implement any and every recommendation Romano made concerning the operation of Shiel's medical laboratory 27. In the same conversation in which Romano informed Basch of what she had just been told by the NYDOH's vice head of inspection, Basch, on his own behalf and on behalf of Shiel, 5 of 11 FILED: KINGS COUNTY CLERK 09/26/2018 02:48 PM INDEX NO. 507940/2016 NYSCEF DOC. NO. 97 RECEIVED NYSCEF: 09/26/2018 agreed to accept the conditions Romano had set for becoming the full time medical director of Shiel, as specified in the preceding paragraph. 28. On the occasion referred to in paragraphs 25-27 above, Basch, acting on his own behalf and on behalf of Shiel, requested that Romano start immediately to fulfill the position upon the terms and conditions to which Basch and Romano had just agreed, without awaiting the preparation of any writing to memorialize the terms of the agreement they had just entered. 29. On the occasion referred to in paragraph 25-27 above, Basch, acting on his own behalf and on behalf of Shiel, advised Romano that he would in due course prepare a document memorializing the agreement they had just reached. 30. In reliance on Basch's and Shiel's agreements and promises referred to in paragraphs 19-23 above, Romano accepted the position of medical director of Shiel and coirsñêñced fulfilling her duties in that capacity immediately. 31. In or about November, 2007, Romano, while in Basch's office, inquired of Basch when she could expect to see a draft of a writing memorializing the terms and conditions of the agreement between Basch and Shiel on the one hand and Romano on the other, including but not limited to Basch's and Shiel's agreement to pay her a performance bonus equal to ten percent (10%) of the total sale price received by Shiel and/or its owners, principals or shareholders in the event Shiel's business were sold. 32. During the course of the meeting referred to in the preceding paragraph, Romano advised Basch, on his own behalf and on behalf of Shiel, that notwithstanding Basch's and Shiel's prior agreement to pay her a performance bonus equal to ten percent (10%) of the total sale price received by Shiel and/or its owners, principals or shareholders in the event Shiel's business were sold, Romano would agree that the first $32 million of any such sale would be 6 of 11 FILED: KINGS COUNTY CLERK 09/26/2018 02:48 PM INDEX NO. 507940/2016 NYSCEF DOC. NO. 97 RECEIVED NYSCEF: 09/26/2018 exempt from the performance bonus, i.e., Romano proposed an adjustment to her existing agreement with Basch and Shiel such that rather than being obligated to pay Romano a performance bonus in the event of a sale of Shiel's business equal to ten percent (10%) of the total sale price received by Shiel, its owners, principals and/or shareholders in connection with any such sale, Basch and Shiel would be obligated to pay a performance bonus equal to ten percent (10%) of only that portion of the total sale price that exceeded $32 million in the event of such a sale of Shiel's business. 33. During the course of the meeting referred to in paragraph 31 above, and immediately in response to Romano's inquiry as to when she could expect to receive a written document memorializing the terms of her agreement with Basch and Shiel as to the compensation she would receive for serving as full time medical director of Shiel, and in response to Romano's proposed adjustment of her existing agreement with Basch and Shiel, Basch, acting on his own behalf and on behalf of Shiel, prepared and tendered to Romano a handwritten proposal concerning the performance bonus Romano would receive in the event of a sale of Shiel's business operations. 33. The handwritten proposal that Basch, acting on his own behalf and on behalf of Shiel, prepared and teñdered to Romano as described in the preceding paragraph, specified that Basch and Shiel agreed that in the event of a sale of all or substantially all of Shiel's business operations, Romano would receive a bonus equal to equal to 3% of the amount of any sale price between $32 million and $45 million; 4.5% of the amount of any sale price between $45 million and $60 million; 6% of the amount of any sale price between $60 million and $80 million; 7.5% of the amount of any sale price between $80 million and $100 million; 9% of the amount of any sale price between $100 million and $120 million; and 10% of the amount of any sale price over 7 of 11 FILED: KINGS COUNTY CLERK 09/26/2018 02:48 PM INDEX NO. 507940/2016 NYSCEF DOC. NO. 97 RECEIVED NYSCEF: 09/26/2018 $120 million. 34. In reliance on Basch's and Shiel's written promise as set forth in the preceding paragraph, Romano agreed to continue to serve as the full time medical director of Shiel. 35. Between the date of the events described in paragraphs 31-34 above and in or about December, 2013, Romano served in the capacity as full time medical director of Shiel. In that capacity, Romano served with the highest degree of professionalism and skill. 36. As a result of Romano's efforts between the date of the events described in paragraphs 331-34 above and in or about December, 2013, Shiel was transformed from an unprofessional, slovenly organization whose very existence as a medical laboratory was at immediate risk, into a first class, professional and highly profitable medical laboratory that was fully compliant with the demands of the regulatory agencies that oversaw for profit medical laboratories. 37. But for Romano's efforts and services as medical director of Shiel during the period between the events described in paragraphs 31-34 above and in or about December, 2013, Shiel almost certainly would have been directed by the government and regulatory agencies responsible for overseeing the operations of for profit medical laboratories to cease its operations by reason of its multiple violations of State and regulatory standards. . 38. But for Romano's efforts and services as medical director of Shiel during the period between the events described in 31-34 above and in or about December, 2013, Shiel would have ceased to be a viable, profitable medical laboratory. 39. In or about December, 2013, Spectra purchased all or substantially all of the business operations of Shiel for a total purchase price of $200 million. 40. At various times since December, 2013, Romano has demanded that Basch and Shiel 8 of 11 FILED: KINGS COUNTY CLERK 09/26/2018 02:48 PM INDEX NO. 507940/2016 NYSCEF DOC. NO. 97 RECEIVED NYSCEF: 09/26/2018 pay her a performance bonus in an amount equal to 10% of the purchase price that had been paid for Shiel, i.e., $20 million (10% of $200 million). 41. At various times since December, 2013, Basch and Shiel have made partial payments to Romano on account of the performance bonus, payment of which she has demanded, in the aggregate amount of $4 million, but have failed and refused to pay any part of the balañce of $16 million that remains due and owing on account of the performance bonus that is due and owing from Basch and Shiel to Romano in accordance with the terms of her agreements with Basch and Shiel. FIRST CAUSE OF ACTION (Quantum Meruit) 42. Plaintiff repeats and realleges the allegations of paragraphs 1 through 41 above of this Complaint as though set forth in full hereat, and with the same force and effect. 43. Plaintiff Romano performed services for Basch, Shiel and BIM in good faith and in the expectation of receiving a performance bonus in the event the business of Shiel were sold. 44. Basch, Shiel and BIM accepted Romano's services knowing that she expected to receive a performance bonus in the event the business of Shiel were sold. 45. The reasonable value of the services Romano performed for Basch, Shiel and BIM was $13,565,000, of which only $4 million has been paid to her despite due demand for payment of the balance. SECOND CAUSE OF ACTION (Unjust Enrichment) 46. Plaintiff repeats and realleges the allegations of paragraphs 1 through 41 above of this Complaint as though set forth in full hereat, and with the same force and effect. 47. Defendants Basch, Shiel and BIM have been unjustly enriched at the expense of 9 of 11 FILED: KINGS COUNTY CLERK 09/26/2018 02:48 PM INDEX NO. 507940/2016 NYSCEF DOC. NO. 97 RECEIVED NYSCEF: 09/26/2018 plaintiff Romano in the amount of $9,565,000. THIRD CAUSE OF ACTION (Promissory Estoppel) 48. Plaintiff repeats and realleges the allegations of paragraphs 1 through 41 above of this Complaint as though set forth in full hereat, and with the same force and effect. 49. Basch, Shiel and BIM unambiguously promised Romano that in the event of a sale of all or substantially all of Shiel's business operations, Basch, Shiel and BlM would pay Romano a performance bonus in accordance with the sliding scale summarized at paragraph 33 above. 50. Romano reasonably relied on the promises made by Basch, Shiel and BIM in continuing to perform services as the medical director of Shiel, as a result of w