The owner of Formé Medical Center Inc. claims that two Orange County men reneged on a deal to buy the White Plains urgent care practice for $7 million to $10 million and, in the process, wrecked the business.
Gina Cappelli and Formé are demanding $3.5 million from Joel Stern and Yitzchok Ekstein for breach of contract in a complaint filed Dec. 26 in Westchester Supreme Court.
“Not only did the defendants fail to purchase Formé as agreed,” the complaint states, “they compounded this failure by separately damaging Formé to the tune of millions of dollars.”
Albany attorney Lori Sievers, who represented the men during the proposed sale, did not reply to a message asking for their side of the story.
Cappelli, of Stamford, founded Formé in 1999, in part with a loan from her brother, White Plains real estate developer Louis R. Cappelli.
The practice focuses on uninsured and undocumented patients from a clinic on South Broadway in downtown White Plains.
Stern and Ekstein are executives in Rapid Care Inc., an urgent care practice in South Blooming Grove, according to a state Department of Health report on the proposed sale. Stern is an assistant to the mayor of South Blooming Grove and Ekstein is a legislative aide for the village.
In November 2022 the men agreed to buy Formé for $10 million and they put down a $500,000 deposit.
They could cancel the deal by the end of the year, the complaint states, and get their deposit back. They also had to get approval from the state Public Health and Health Planning Council.
They told her they could get a bank loan, Cappelli says, and the Department of Health planning council approved the transaction in July 2023 contingent on the men securing the loan in a few months.
In August, the parties negotiated a $3 million reduction. Formé had netted nearly $6.2 million in fiscal year 2021, according to a planning council analysis, but only $3.4 million in 2023 when fewer patients used the practice because of the Covid-19 pandemic.
Cappelli says Stern and Ekstein failed to get the bank loan.
She also claims that they interfered with her business. They allegedly told the chief medical officer and an obstetrics and gynecology physician that the sale was imminent and they would have to transfer part of their work to Monroe.
“Rather than treating them as partners, as had been the practice at Formé,” the complaint states, “they would henceforth be treated as mere employees with little or no say in Formé’s business, policies or procedures.”
Both have announced that they will leave Formé in a few weeks.
“Formé cannot replace their experience, expertise and reputation,” the complaint states, “nor can it replicate their unique rapport with Formé’s patients.”
Stern and Ekstein are charged with breaches of contract, tortious interference and fraudulent inducement for claiming they had access to a bank loan.
Cappelli is demanding the $500,000 deposit and $3 million in damages. She is represented by attorneys David H. Chan and Robert Braumuller of Bleakley Platt & Schmidt, White Plains.
