FILED: KINGS COUNTY CLERK 01/24/2018 02:36 PM INDEX NO.

513122/2016
NYSCEF DOC. NO. 37 RECEIVED NYSCEF: 01/24/2018

SUPREME COURT OF THE STATE OF NEW YORK

COUNTY OF KINGS
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: Index No.: 513122/2016
BENJAMIN LANDA,
(Honorable Sylvia Ash)

Plaintiff,
AMENDED COMPLAINT
-against-

F. JAMES McGUIRE, and The McGUIRE GROUP

INC.,

Defendants.

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X

Plaintiff, by his attorneys, Abrams, Fensterman, Fensterman, Eisman,

Formato, Ferrara, Wolf & Carone, LLP, as and for his Amended Complaint against

the defendants alleges as follows:

herein,

Parties

1. At all times hereinafter mentioned, Plaintiff, Benjamin Landa

(hereinafter "Landa") while domiciled in Nassau County, has a residence in the

County of Kings, State of New York.

2. At all times hereinafter mentioned, upon information and belief,

(" McGuire"
Defendant, F. James McGuire ("McGuire") was and still is a resident of the County

of Erie, State of New York.

3. At all times hereinafter mentioned, upon information and belief,

Defendant The McGuire Group Inc. ("MGI"), was and still is a domestic corporation,

with its principal place of business located in Buffalo, New York.

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Factual Background

4. At all times hereinafter mentioned, upon information and belief, MCG

was the owner of certain skilled nursing facilities located in the States of New York

and which facilities were known as follows:

Michigan,

a) Autumn View Health Care Facility, LLC

b) Brookhaven Health Care Facility, LLC

c) Garden Gate Health Care Facility, LLC

d) Harris Hill Nursing Facility, LLC

e) North Gate Health Care Facility, LLC

Seneca Health Care Center, LLC

g) Autumn Woods Residential Health Care Facility, LLC

5. MCG also owned, under the name of McGuire Group Pharmacy

("MGP"), a certain pharmacy which was, and still is, located in Buffalo, New York.

6. That commencing in or about May, 2015 Landa, leading a group of

individuals, entered into a certain Memorandum of Understanding ("MOU") with

respect to the acquisition of the businesses and substantially all of the assets of the

aforementioned skilled nursing facilities located in the States of New York and

Michigan.

7. As part of the acquisition, defendants sought to have Landa, and the

group of individuals led by him, also acquire MGP.

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8. and the of individuals led him, did not wish to acquire

Landa, group by

the with the skilled facilities listed and otherwise set forth
pharmacy along nursing

parties'
in the MOU.

9. the course of negotiations and preparatory work associated

During

with the transaction(s), from May, 2015 through May, 2016, defendants, and

particularly defendant, McGuire, repeatedly requested that Landa locate or

otherwise assist in locating a potential purchaser for MGP.

10. That defendants, and in particular defendant McGuire, repeatedly

represented to Landa, that if Landa were to locate or assist in locating a potential

buyer for the pharmacy, that defendants would complete the transaction(s) set forth

in the MOU.

11. That solely in reliance thereupon, Landa undertook to obtain a

defendants'
purchaser for pharmacy.

12. That at the time they entered into the MOU, and throughout the

parties'
course of the relationship thereafter, defendants, and particularly

defendant McGuire, repeatedly represented to Landa, that upon the sale of the

pharmacy, they would complete the transaction(s) set forth in the MOU.

defendants'
13. That pursuant to, and in reliance upon representations as

defendants'
aforesaid, Landa secured a purchaser for pharmacy.

defendants'
14. That after Landa secured a purchaser for pharmacy, and

after Landa had invested substantial time and expense in connection with the

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transaction(s) set forth in the MOU, defendants purported to terminate the

transaction(s) set forth in the MOU.

15. That from in or about May, 2015 through in or about May, 2016, the

parties had engaged in lengthy and substantial discussions and preparatory work

with respect to the transaction(s) set forth in the MOU.

16. That defendants had no intention of completing the transaction(s) set

forth in the MOU, but nevertheless fraudulently led Landa to believe they would

undertake the transaction(s) set forth in the MOU, so as to induce Landa to obtain a

defendants'
purchaser for pharmacy.

AS AND FOR A FIRST CAUSE OF ACTION

(Unjust Enrichment)

17. Plaintiff repeats and reiterates each and every allegation contained in

"1" "16"
paragraphs through of this Amended Complaint, as if more fully set forth

at length hereat.

18. That the defendants have been, and will continue to be unjustly

enriched by virtue of having induced Landa to obtain a purchaser for MGP,

without completing the transactions(s) set forth in the MOU.

19. That it is against equity and good conscience to permit defendants to

have induced plaintiff to locate a buyer for their pharmacy without completing the

transactions set forth in the MOU, or otherwise compensating plaintiff for same.

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defendants'
20. That as a result of unjust enrichment at the expense of

and to the detriment of Landa, Landa has been damaged in an amount to be

determined by the Court, but in any event, in a sum exceeding the jurisdictional

limits of all lower Courts.

WHEREFORE, plaintiff demands judgment on his Amended Complaint

herein, in an amount to be determined by the Court, but in any event, in a sum

the jurisdictional limits of all lower Courts, awarding the costs and
exceeding

attorneys'
disbursements of this proceeding, reasonable fees, and such other further

relief as the Court may deem just proper and equitable.

Dated: 24, 2018

January

ABRAMS, FENSTERMAN, FENSTERMAN,

EISMAN, FORMATO, FERRARA, WOLF &
CARONE, LLP

By:

Er:fnk V. Carone

Keith J. Singer

1 Metro Tech Center, Suite 1701

Brooklyn, New York 11201

(718) 215-5300

fearone@abramslaw.com

ksinger@abramslaw.com

Co-counselfor Plain tiff

LAW OFFICE OF FRANK SEDDIO

9306 Flatlands Avenue

Brooklyn, New York 11236

(718) 272-6040

Co-counsel for Plain tiff

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