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Baker & McKenzie LLP, 1111 Brickell Avenue, Suite 1700, Miami, Florida 33131 – (305) 789-8900

UNITED STATES DISTRICT COURT

SOUTHERN DISTRICT OF FLORIDA

CASE NO: ______________

CHENMED, LLC, and CHEN NEIGHBORHOOD

MEDICAL CENTERS OF SOUTH FLORIDA, LLC, 

Plaintiffs,

v.

ANAYA BANERJEE, ALEDADE, INC., and 

ALEDADE CARE SOLUTIONS OF FLORIDA,

LLC, 

Defendants.

__________________________________________/

DEFENDANTS’ NOTICE OF REMOVAL

Defendants, Anaya Banerjee, Aledade, Inc. (“Aledade”), and Aledade Care Solutions of 

Florida, LLC (“ACS”) (collectively, the “Defendants”), by and through their undersigned counsel, 

file this Notice of Removal pursuant to 28 U.S.C. §§ 1332, 1441, and 1446, and hereby remove to 

this Court the civil action styled ChenMed, LLC, et al. v. Anaya Banerjee, et al., which was 

originally filed in the Circuit Court of the Eleventh Judicial Circuit in and for Miami-Dade County, 

Florida, Case No. 2022-021379-CA-01 (hereinafter, the “State Action”). As grounds for removal, 

Defendants state as follows:

I. Background

1. On November 3, 2022, Plaintiffs ChenMed, LLC and Chen Neighborhood Medical 

Centers of South Florida, LLC (collectively, the “Plaintiffs”), initiated the State Action by filing a 

two-count civil action (“Complaint”) for breach of contract and tortious interference with contract.

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2. Although Defendants have not been formally served with process and therefore 

have yet to receive legal notice of the State Action, this removal is timely given that the thirty-day 

deadline under 28 U.S.C. § 1446(b)(1) has not yet lapsed—indeed, the State Action was only filed 

November 3, 2022. Defendants have not yet answered the Complaint, and no other process, 

pleadings, or orders have been served upon Defendants in the State Action as of this Notice.

3. In accordance with 28 U.S.C. § 1446(a), true and correct copies of all documents 

that have been filed in the State Action as of the date of filing this Notice of Removal are attached 

hereto as Exhibit A. 

4. This matter is removable under 28 U.S.C. § 1332 as Plaintiffs and Defendants are 

citizens of different states and the amount in controversy in this matter exceeds the $75,000 

jurisdictional threshold.

II. There Is Diversity of Citizenship.

5. In the Eleventh Circuit, the citizenship of a limited liability company is determined, 

for diversity purposes, by the citizenship of all the members composing the entity. Rolling Greens 

MHP v. Comcast SCH Holdings, LLC, 374 F.3d 1020, 1021–22 (11th Cir. 2004). A limited 

liability company is a citizen of any state of which a member is a citizen. Id. at 1022.

6. Plaintiff ChenMed, LLC is a Delaware limited liability company and Chen 

Neighborhood Medical Centers of South Florida, LLC is a Florida limited liability company. See 

Compl. (DE 1-1) at ¶¶ 5–6. Upon information and belief, the individual members of ChenMed, 

LLC, and Chen Neighborhood Medical Centers of South Florida, LLC, are citizens of Florida. 

Therefore, for purposes of citizenship, both ChenMed, LLC and Chen Neighborhood Medical 

Centers of South Florida, LLC are citizens of Florida. 

7. Defendant Banerjee is an individual who resides in Houston, Texas.

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8. Defendant Aledade is a Delaware corporation and has its principal place of business 

in Maryland. See Compl. (DE 1-1) at ¶ 7; “Entity Details” for Aledade, Inc., Delaware Division 

of Corporations, attached as Exhibit B (listing Delaware as Aledade state of incorporation)1; see 

also 28 U.S.C. § 1332(c)(1) (“For the purposes of this section and section 1441 of this title – (1) a 

corporation shall be deemed to be a citizen of every State and foreign state by which it has been 

incorporated and of the State or foreign state where it has its principal place of business . . . .”).

9. Defendant ACS is a Florida limited liability company; however, ACS does not 

destroy complete diversity because it does not have any Florida members. See Rolling Greens 

MHP, 374 F.3d at 1021–22. ACS has only one member, who is a citizen of the State of California. 

See Declaration of Robert P. Kocher, attached as Exhibit C, at ¶¶ 4–5.

10. Accordingly, there exists complete diversity among the Plaintiffs, all of whom are 

Florida citizens, and Defendants, who are citizens of Delaware, Maryland, Texas and California.

III. Plaintiffs’ Damages Exceed $75,000.

11. In the Complaint, Plaintiffs purport to seek damages exceeding $50,000. See

Compl. (DE 1-1) at ¶ 10. Offering more clarity and confirmation that the jurisdictional prerequisite 

is met is Plaintiffs’ Civil Cover Sheet, in which Plaintiffs indicate that the “estimated amount of 

the[ir] claim” is “over $100,000.00.” See Civil Cover Sheet, Form 1.997 (DE 1-1).

 

1 Because the Delaware Division of Corporations’ website is an “official publication” of a 

governmental entity, this Court should, and may properly take judicial notice of the materials 

contained within Exhibit B. See Fed. R. Evid. 201(b) (permitting the taking of judicial notice); 

Fed. R. Evid. 902(5) (providing that official publications of a “public authority” are selfauthenticating); Am. Marine Tech., Inc. v. World Grp. Yachting, Inc., 418 F. Supp. 3d 1075, 1082 

(S.D. Fla. 2019) (taking judicial notice of filings available on the Florida Division of Corporations’ 

website) (citations omitted). As such, Defendants request that the Court take judicial notice of the 

information contained on the Delaware Division of Corporations’ website concerning Aledade’s 

citizenship set forth in Exhibit B.

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12. The allegations set forth in Plaintiffs’ Complaint and the potential damages for 

those claims confirm that the amount in controversy exceeds the jurisdictional threshold in 28 

U.S.C. § 1332. 

13. Plaintiffs’ claims are predicated on Banerjee’s departure from ChenMed, LLC, and 

her subsequent employment at Aledade, which Plaintiffs contend violates a non-compete provision 

in Banerjee’s employment agreement . See Compl. (DE 1-1) at ¶¶ 37–47. Banerjee previously

worked as Plaintiffs’ “Vice President, Strategic Payer Partnerships.” Id. at ¶ 24. According to 

Plaintiffs, Banerjee was “an integral part of ChenMed’s business operations and business plans in 

every state and market where ChenMed operates throughout the nation.” See id. at ¶ 26 (emphasis 

added). Banerjee’s “integral” role allegedly had a direct correlation with Plaintiffs’ key business 

and revenue generation—“in particular ChenMed’s relationships with its payors and business

partners, which is ChenMed’s revenue source.” Id. 

14. Plaintiffs also contend that Banerjee was in possession of “a significant amount of 

ChenMed’s confidential and trade secret information, including but not limited to ChenMed’s 

prospective payor and business partners, the terms of ChenMed’s agreements with existing payors 

and partners, ChenMed’s negotiation strategies with payors and partners, business metrics, 

financials, future markets, analytics on market distribution and demographics, potential practice 

acquisition targets, growth plans and strategies, models, and information and preferred contract 

terms related to payer agreements.” See id. at ¶ 50.

15. Further emphasizing the integral nature of Banerjee’s role, Plaintiffs allege that 

“[i]n light of the importance of Banerjee’s role at ChenMed . . . ChenMed required Banerjee to 

execute a Confidentiality and Protective Covenant Agreement . . . .” Id. at ¶ 28. It is from this 

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Confidentiality and Protective Covenant Agreement (hereinafter, the “Agreement”) that Plaintiffs’ 

two Counts arise. 

16. Plaintiffs allege that Banerjee’s present employment with Aledade is in violation 

of a covenant not to compete contained in the Agreement. See Compl. (DE 1-1) at ¶¶ 28–31, 37–

52. Plaintiffs further allege that Banerjee will be in violation of a covenant not to solicit vendors 

also within the Agreement. See id. at ¶¶ 33, 62. As a result of these violations, Plaintiffs seek, 

inter alia, money damages against Banerjee incurred as a result of Banerjee’s alleged breach of 

these two (2) restrictive covenants and against Aledade for its alleged tortious interference with 

the Agreement by virtue of Aledade’s hiring of Banerjee in the role of “Chief Commercial 

Officer.” See Compl. (DE 1-1) at Wherefore Clause ¶¶ 3–4.

17. Plaintiffs’ potential damages for these alleged contractual breaches and tort exceed 

the jurisdictional threshold under 28 U.S.C. § 1332. “Generally, the aggrieved party in a breach 

of noncompetition agreement case seeks lost profits as the measure of damages.” Moon v. Medical 

Tech. Assocs., No. 8:13-cv-02782-EAK-EAJ, 2015 U.S. Dist. LEXIS 32914, at *4 (M.D. Fla. Mar. 

17, 2015) (citing Camel Inv., Inc. v. Webber, 468 So. 2d 340, 342 (Fla. Dist. Ct. App. 1985)). 

“Lost profits, however, are not the only recoverable damages; the measure of damagesis the actual 

damages suffered as a result of the breach.” Id. (citations and internal quotation marks omitted). 

As for tortious interference claims, three types of damages are recoverable: “(a) the pecuniary loss

of the benefits of the contract or the prospective relation; (b) consequential losses for which the 

interference is a legal cause; and (c) emotional distress or actual harm to reputation, if they are 

reasonably to be expected to result from the interference.” JMA, Inc. v. Biotronik SE & Co. KG, 

No. 12-CV-23466-SEITZ/TURNOFF, 2014 U.S. Dist. LEXIS 164183, at *4 (S.D. Fla. Nov. 24, 

2014) (citing Restatement (Second) of Torts, § 774A)).

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Baker & McKenzie LLP, 1111 Brickell Avenue, Suite 1700, Miami, Florida 33131 – (305) 789-8900

18. Plaintiffs’ allegations make clear Plaintiffs’ belief that Banerjee’s role as a Vice 

President was a role critical to the success of its business, describing her as “an integral part of 

ChenMed’s business operations” nationwide—“in every state and market where ChenMed

operates throughout the nation.” See Compl. (DE 1-1) at ¶ 26. Plaintiffs also contend that Banerjee 

was in possession of “a significant amount of ChenMed’s confidential and trade secret 

information, including but not limited to ChenMed’s prospective payor and business partners, the 

terms of ChenMed’s agreements with existing payors and partners, ChenMed’s negotiation 

strategies with payors and partners, business metrics, financials, future markets, analytics on 

market distribution and demographics, potential practice acquisition targets, growth plans and 

strategies, models, and information and preferred contract terms related to payer agreements.” See 

id. at ¶ 50. Assuming arguendo that these allegations are true, and based on the purported 

importance of Banerjee’s role at ChenMed, ChenMed will contend that Banerjee’s departure from 

ChenMed and employment at Aledade have resulted in lost profits in excess of the jurisdictional 

threshold of $75,000. Although privately-held, ChenMed, LLC’s revenue is consistently reported 

as exceeding $500 million annually, according to publicly-available resources.

2

 Thus, even if 

Banerjee’s alleged violation of the restrictive covenants set forth in the Agreement resulted in lost 

profits to the tune of a mere fraction of a percent, Plaintiffs’ alleged lost profits damages 

recoverable against Banerjee and Aledade would well exceed the jurisdictional threshold of 

$75,000. See 28 U.S.C. § 1332. 

 

2 See, e.g., “ChenMed,” ZoomInfo, https://www.zoominfo.com/c/chenmed-llc/352534003 (last 

visited Nov. 8, 2022) (listing revenue as $633 million); “ChenMed Revenue, Growth & 

Competitor Profile,” IncFact, https://incfact.com/company/chenmed-miamigardens-fl/# (last 

visited Nov. 8, 2022) (noting that, based on “statistical evaluations, “Chenmed's annual revenues 

are over $500 million”).

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Baker & McKenzie LLP, 1111 Brickell Avenue, Suite 1700, Miami, Florida 33131 – (305) 789-8900

19. Additional damages recoverable under the theories alleged in the Complaint 

include damages for the reputational and/or goodwill harm to ChenMed and damages from 

Banerjee’s alleged possession and potential use of ChenMed’s proprietary business information. 

See Compl. (DE 1-1) at ¶¶ 21–22. These additional damages serve to bolster the inescapable 

conclusion that the amount of damages claimed, and thus the amount in controversy in this case, 

exceeds the $75,000 jurisdictional threshold.

20. Plaintiffs’ own representations reflected in the Civil Cover Sheet, as further 

confirmed by the allegations in the Complaint and information regarding Plaintiffs’ profits, 

establish that Plaintiffs’ claims for breach of non-compete and non-solicitation agreements and for 

tortious interference place the amount in controversy in this case well above the jurisdictional 

threshold under 28 U.S.C. § 1332. Accordingly, the amount in controversy requirement under 28

U.S.C. § 1332(a) is also satisfied and this Court has subject matter jurisdiction over this action.

IV. Removal is Timely and All Other Prerequisites Have Been Satisfied. 

21. This Notice of Removal is timely under 28 U.S.C. § 1446(b) because it is filed 

within thirty (30) days after Defendants received, through service or otherwise, a copy of the initial 

pleading. As noted, Plaintiffs’ initiated the State Action on November 3, 2022 and, therefore, this 

Notice of Removal filed November 9, 2022 is timely.

22. Pursuant to 28 U.S.C. § 1446(d), a copy of this Notice of Removal, along with a 

separate Notice of Filing Notice of Removal is simultaneously being filed with the Clerk of the 

Circuit Court of the Eleventh Judicial Circuit in and for Miami-Dade County, Florida, and served 

on counsel for Plaintiff. A copy of the Notice of Filing Notice of Removal filed with the state 

court in the State Action (without exhibits) is attached hereto as Exhibit D. 

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Baker & McKenzie LLP, 1111 Brickell Avenue, Suite 1700, Miami, Florida 33131 – (305) 789-8900

23. Pursuant to 28 U.S.C. § 1441(a), the removal of the State Action to the United 

States District Court for the Southern District of Florida is proper because this District embraces 

the place in which the State Action has been pending, i.e., Miami-Dade County, Florida. 

WHEREFORE, Defendants, Anaya Banerjee, Aledade, Inc., and Aledade Care Solutions 

of Florida, LLC, request that the State Action be removed from the Circuit Court of the Eleventh 

Judicial Circuit in and for Miami-Dade County, Florida, and that it proceed in the United States 

District Court for the Southern District of Florida, as an action properly removed thereto.

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Baker & McKenzie LLP, 1111 Brickell Avenue, Suite 1700, Miami, Florida 33131 – (305) 789-8900

Respectfully submitted this 10th day of November, 2022. 

BAKER & MCKENZIE LLP

Attorneys for Defendants

Sabadell Financial Center

1111 Brickell Avenue, Suite 1700

Miami, Florida 33131

Telephone: (305) 789-8900

Facsimile: (305) 789-8953

By: /s/ William V. Roppolo

William V. Roppolo, Esq.

Florida Bar No. 182850

william.roppolo@bakermckenzie.com

Benjamin C. Davis, Esq.

Florida Bar No. 110734

benjamin.davis@bakermckenzie.com

– and –

Krissy Katzenstein (Pro Hac Vice Forthcoming)

BAKER & MCKENZIE LLP

452 Fifth Avenue

New York, NY 10018

Telephone: (212) 626-4100

Facsimile: (212) 310-1632

krissy.katzenstein@bakermckenzie.com

Richard J. Hammett (Pro Hac Vice Forthcoming)

BAKER & MCKENZIE LLP

700 Louisiana Street, Suite 3000

Houston, TX 77002

Telephone: (713) 427-5000

Facsimile: (713) 427-5099

jrichard.hammett@bakermckenzie.com

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Baker & McKenzie LLP, 1111 Brickell Avenue, Suite 1700, Miami, Florida 33131 – (305) 789-8900

CERTIFICATE OF SERVICE

I HEREBY CERTIFY that on November 10, 2022, I electronically filed the foregoing 

document with the Clerk of the Court using CM/ECF. I also certify that the foregoing document 

is being served this day on all counsel of record or pro se parties identified on the attached Service 

List in the manner specified, either via transmission of Notices of Electronic Filing generated by 

CM/ECF or in some other authorized manner for those counsel or parties who are not authorized 

to receive electronically Notices of Electronic Filing. 

By: /s/ William V. Roppolo

 William V. Roppolo, Esq.

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Baker & McKenzie LLP, 1111 Brickell Avenue, Suite 1700, Miami, Florida 33131 – (305) 789-8900

SERVICE LIST

CHENMED, LLC, and CHEN NEIGHBORHOOD 

MEDICAL CENTERS OF SOUTH FLORIDA, LLC

v.

ANAYA BANERJEE, ALEDADE, INC., and 

ALEDADE CARE SOLUTIONS OF FLORIDA, LLC.

CASE NO: _________________

UNITED STATES DISTRICT COURT

SOUTHERN DISTRICT OF FLORIDA

James A. Gale, Esq.

Samuel A. Lewis, Esq.

Jonathan E. Gale, Esq.

Cozen O’Connor

200 South Biscayne Blvd., Suite 3000

Miami, FL 33131

jgale@cozen.com

dstahl@cozen.com

jegale@cozen.com

Phone: 305-358-5001

Attorneys for Plaintiffs

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