FILED: QUEENS COUNTY CLERK 03/12/2025 09:32 PM
`NYSCEF DOC. NO. 19
`
`INDEX NO. 723572/2024
`
`RECEIVED NYSCEF: 03/12/2025
`
`
`
`
`
`
`
`
`INDEX No.: 723572/2024
`
`DEFENDANTS, DR. CARL NICOLEAU’S
`ANSWER, AFFIRMATIVE DEFENSES AND
`COUNTERCLAIM
`
`
`SUPREME COURT OF THE STATE OF NEW YORK
`COUNTY OF QUEENS
`_______________________________________________________X
`
`
`
`
`
`DR. NABIL SALIB,
`
`
`
`
`
`Plaintiff,
`
`
`
`
`
`-against-
`
`
`
`DR. CARL NICOLEAU, CHRIS NICOLEAU,
`EAST ELMHURST PRIMARY MEDICAL CARE, PLLC.,
`FAR ROCKAWAY MEDICAL PC, and
`LAMD WALK-IN URGENT CARE MEDICAL GROUP,
`
`
`
`_______________________________________________X
`ANSWER, AFFIRMATIVE DEFENSES, AND COUNTERCLAIM
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`Defendants.
`
`Defendant, DR. CARL NICOLEAU, hereby files his Answer, Affirmative Defenses, and
`
`Counterclaim to Plaintiff, DR. NABIL SALIB’s Verified Complaint filed on December 12,
`2024, and states as follows:
`
`NATURE OF THEIR ACTION
`
`1. Paragraph 1. Deny the allegations contained in Paragraph 1 of the Complaint, except
`respectfully refers the Court to the “contract” referenced and attached therein for the true
`and correct terms, and legal effects, if any, thereof.
`
`PARTIES
`2. Paragraphs 2-4. Admit the allegations contained in Paragraph 2-4.
`3. Paragraph 5-6. Admit the allegations contained in paragraphs 5-6 of the complaint,
`other than the incorrect current address.
`4. Paragraph 7. Deny the allegations contained in Paragraph of the Complaint, except
`respectfully refers the Court to the “Contract” referenced and attached therein for
`the true and correct terms, and legal effects, if any, thereof.
`
`JURISDICTION AND VENUE
`5. Paragraphs 8, and 9. Admit to the allegations contained in paragraphs 9 and 9 of the
`complaint.
`
`
`
`
`1 of 6
`
`
`
`
`
`
`
`

`

`FILED: QUEENS COUNTY CLERK 03/12/2025 09:32 PM
`NYSCEF DOC. NO. 19
`
`INDEX NO. 723572/2024
`
`RECEIVED NYSCEF: 03/12/2025
`Dr. Nabil Salib v. Dr. Carl Nicoleau, et. al.
`Index #: 723572/2024
`Page 2 of 6
`
`FACTUAL COMPLAINT
`
`
`
`
`
`
`
`
`
`6. Paragraph 10. Admit Dr. Salib’s proposal to purchase a 50% membership share, and
`a 51% membership in Dr. Nicoleau’s practice, but deny all other allegations
`contained in paragraph 10 of the complaint.
`7. Paragraph 11. Deny the allegations contained in paragraph 11 but admit to ceding
`majority control only within the specific mandates of the Agreement, except
`respectfully refers the Court to the “Contract” referenced therein for the true and
`correct terms, and legal effects, if any, thereof. Paragraph 12. Deny all the
`allegations contained in paragraph 12 but admit Dr. Salib’s offer of $250,000
`purchase agreement paid in installment payments, the 50% membership purchase,
`and 51% voting interest.
`8. Paragraphs 13, and 14. Deny all the allegations contained paragraph 13 and 14,
`except respectfully refers the Court to the language of the contract” referenced and
`attached therein for the true and correct terms, and legal effects, if any.
`9. Paragraph 15-18. Deny the allegations contained in paragraphs 15-18, except
`respectfully refers the Court to the “Contract” referenced and attached therein for
`the true and correct terms, and legal effects, if any, thereof.
`10. Paragraph 19. Admit to the allegations contained in paragraph 19 that Dr. Nicoleau
`bought Dr. Salib’s interest in the Company.
`11. Paragraph 20. Deny the allegations contained in paragraph 20.
`12. Paragraph 21-38. Deny all the allegations contained in paragraphs 21-38.
`13. Paragraph 32. Deny all the accusations contained therein in paragraph 32.
`
`FIRST CAUSE OF ACTION
`(Breach of contract-Purchase Agreement against Dr. Nicoleau).
`14. Paragraph 39. In response to Paragraph 1-38 of the Complaint, Defendants repeats
`and re-alleges all the above answers as if fully set forth herein.
`
`15. Paragraph 40. Agree with the allegation contained in paragraph 40 except
`respectfully refers the Court to the “Contract)” referenced therein for the true and
`correct terms, and legal effects, if any, thereof
`
`16. Paragraphs 41-43. Deny the allegations contained in paragraphs 41-43, except
`respectfully refers the Court to the “Contract)” referenced therein for the true and
`correct terms, and legal effects, if any, thereof
`
`2 of 6
`
`

`

`FILED: QUEENS COUNTY CLERK 03/12/2025 09:32 PM
`NYSCEF DOC. NO. 19
`
`INDEX NO. 723572/2024
`
`RECEIVED NYSCEF: 03/12/2025
`Dr. Nabil Salib v. Dr. Carl Nicoleau, et. al.
`Index #: 723572/2024
`Page 3 of 6
`
`
`
`
`
`
`
`SECOND CAUSE OF ACTION
`(Breach of Contract-Operating Agreement against Dr. Nicoleau and the Company).
`
`17. Paragraphs 44-48. Deny repeats and realleges each allegation contained in
`paragraphs 44-48, except respectfully refers the Court to the “Contract)” referenced
`therein for the true and correct terms, and legal effects, if any, thereof
`
`THIRD CAUSE OF ACTION
`(Breach of Contract-Exit Agreement against Dr. Nicoleau).
`18. Paragraphs 49. Paragraphs 1-48. Deny and repeats and realleges each allegation
`contained in paragraphs 1-48, except respectfully refers the Court to the “Contract)”
`referenced therein for the true and correct terms, and legal effects, if any, thereof.
`
`19. Paragraph 50. Deny and repeats and realleges each allegation contained in
`paragraphs 50, except respectfully refers the Court to the “Contract)” referenced
`therein for the true and correct terms, and legal effects, if any, thereof.
`
`FOURTH CAUSE OF ACTION
`(Breach of contract- Employment against Dr. Nicoleau)
`20. Paragraphs 54. Deny and repeats and realleges each allegation contained in
`paragraphs 1-53, except respectfully refers the Court to the “Contract)” referenced
`therein for the true and correct terms, and legal effects, if any, thereof.
`FIFTH CAUSE OF ACTION
`(Fraud of Dr. Nicoleau and Chris Nicoleau)
`21. Deny and repeats and realleges each allegation contained in paragraphs 1-58, except
`respectfully refers the Court to the “Contract)” referenced therein for the true and
`correct terms, and legal effects, if any, thereof.
`22. Paragraph 59. Deny and repeats and realleges each allegation contained in
`paragraphs 1-48, except respectfully refers the Court to the “Contract)” referenced
`therein for the true and correct terms, and legal effects, if any, thereof.
`
`3 of 6
`
`

`

`FILED: QUEENS COUNTY CLERK 03/12/2025 09:32 PM
`NYSCEF DOC. NO. 19
`
`INDEX NO. 723572/2024
`
`RECEIVED NYSCEF: 03/12/2025
`Dr. Nabil Salib v. Dr. Carl Nicoleau, et. al.
`Index #: 723572/2024
`Page 4 of 6
`
`
`
`
`
`
`
`
`
`SIXTH CAUSE OF ACTION
`(Unjust enrichment against Dr. Nicoleau, Chris Nicoleau, Far Rockaway Medical PC, and
`LAMD Walk-In Urgent Care Medical Group).
`23. Paragraph 65. Deny, repeats and realleges all allegations made in paragraphs 1-64
`unless I responded specifically as I agree, deny, partially agree, or partially deny.
`Except as above, I respectfully refer the Court to the to the language of the contract”
`referenced and attached therein for the true and correct terms, and legal effects, if
`any.
`
`24. Paragraphs 66-70. Deny and repeats and realleges each allegation contained in
`paragraphs 66-70, except respectfully refers the Court to the “Contract)” referenced
`therein for the true and correct terms, and legal effects, if any, thereof.
`
`SEVENTH CAUSEOF ACTION
`(Breach of Fiduciary Duty against Dr. Nicoleau).
`25. Paragraph 1-74. Deny and repeats and realleges each allegation contained in
`paragraphs 1-74, except respectfully refers the Court to the “Contract)” referenced
`therein for the true and correct terms, and legal effects, if any, thereof.
`
`EIGHTH CAUSE OF ACTION
`(Permanent injunction against Dr. Nicoleau, Christ, and LAMD Walk-In Urgent care Medical
`Group).
`26. Paragraph 75. Deny and repeats and realleges each allegation contained in
`paragraphs 1-82, except respectfully refers the Court to the “Contract)” referenced
`therein for the true and correct terms, and legal effects, if any, thereof.
`27. Paragraph 80. This decision is left at the Court’s discretion.
`NINTH CAUSE OF ACTION
`(Accounting against Dr. Nicoleau, Far Rockaway Medical PC, and LAMD Walk-in
`Urgent Center).
`28. Paragraph 83. Deny and repeats and realleges each allegation contained in
`paragraphs 1-87, except respectfully refers the Court to the “Contract)” referenced
`therein for the true and correct terms, and legal effects, if any, thereof.
`
`
`
`
`
`
`4 of 6
`
`

`

`FILED: QUEENS COUNTY CLERK 03/12/2025 09:32 PM
`NYSCEF DOC. NO. 19
`
`INDEX NO. 723572/2024
`
`RECEIVED NYSCEF: 03/12/2025
`Dr. Nabil Salib v. Dr. Carl Nicoleau, et. al.
`Index #: 723572/2024
`Page 5 of 6
`
`AFFIRMATIVE DEFENSES
`
`
`1. Accord and Satisfaction
`
`There was a settlement agreement that the parties had entered into where both parties began to
`perform their obligations. Very early on into this agreement, Plaintiff breached the agreement
`by not paying Dr. Nicoleau the agreed amount.
`
`2. Breach of Contract
`
`Both parties entered into a settlement agreement where both parties began to perform their
`obligations and then Plaintiff breached that agreement.
`
`3. Anticipatory Repudiation
`
`The plaintiff anticipatorily repudiated the settlement agreement by indicating that he was no
`longer going to perform his obligation under the agreement, thus discharging defendant of his
`obligations to perform.
`
`4. Unclean Hands
`
`Plaintiff has unclean hands because he engaged in malfeasance by defaming, libeling, and/or
`slandering Defendant to Defendant’s patients, thus injuring Defendant’s business.
`
`
`COUNTERCLAIM
`
`Count I - Breach of Contract
`
`
`Plaintiff breached his settlement agreement with the Defendant.
`
`
`Count II - Breach of Fiduciary Duty
`
`
`Defendant and Plaintiffs shared a relationship where Defendant reposed trust and confidence
`in Plaintiff and Plaintiff undertook this duty of trust and agreed to protect Defendant. Plaintiff
`breached his duties to Defendant and Defendant suffered damages.
`
`
`Count III - Unjust Enrichment (alternatively)
`
`
`Plaintiff was unjustly enriched by intentionally poaching Defendant’s patients, and it is
`inequitable for him to keep the monies he made from these patients.
`
`
`
`
`5 of 6
`
`

`

`FILED: QUEENS COUNTY CLERK 03/12/2025 09:32 PM
`NYSCEF DOC. NO. 19
`
`INDEX NO. 723572/2024
`
`RECEIVED NYSCEF: 03/12/2025
`Dr. Nabil Salib v. Dr. Carl Nicoleau, et. al.
`Index #: 723572/2024
`Page 6 of 6
`
`Count IV - Quantum Meruit (alternatively)
`
`
`Defendant provided his medical services to Plaintiff’s patients and these patients, and their
`insurance carrier paid Plaintiff and Plaintiff failed to pay Defendant.
`
`
`Count V - Tortious Interference with Advantageous Business Relationship
`
`
`Defendant had an advantageous business relationship with a number of patients; Plaintiff was
`aware that this business relationship existed; Plaintiff intentionally and unjustifiably interfered
`with Defendant relationships and he suffered damages
`
`
`
`PRAYER FOR RELIEF
`
`Wherefore, Defendant Dr. Nicoleau demands judgement against the plaintiff as follows:
`A-G.
`1. Order a full accounting of all money owed to Dr. Nicoleau including:
`a. Under payment of salaries,
`b. Late payments,
`c. 50% profit
`d. Calculate money owed from all billings performed on behalf of Dr.
`Nicolaus’s Patients,
`e. Open Dr. Salib’s, books, billing records including the AR from January 2024,
`Bank deposits
`
`f. Punitive damages to be determined by the Court
`g. Damages to pain and suffering and causing further loss of income,
`h. Damage to Dr. Nicoleau’s good name
`i. Defamation of character
`j. Pre and Post judgement penalties interests,
`k. Attorney’s fees and costs and interest,
`l. Such other and further relief as the Court deems justified and proper
`m. Final financial reward is to be determined by the Court, but not less than
`$750,000.
`
`March 12, 2025
`
`cat} A)N..olid-M
`Carl Nicoleau, MD., Ph.D.
`
`.
`
`6 of 6
`
`