Kevin Duffy

In May of 2001, less than 14 months after Emre Umar signed the Noncompetition Agreement, CMC was formed by Maria Carpio ("Carpio"), Umar's wife. CMC now directly competes with Plaintiff Defendant CMC is a "health care provider that supplies a comprehensive range of high quality fully auditable health care services to small and medium sized city and county facilities," mainly prisons and other correctional facilities. Carpio obtained a credit line for CMC based exclusively on her own personal guarantee. Although originally a 100 percent owner of CMC, Carpio later reduced her ownership interest to 60 percent, giving 40 percent ownership interest to Kevin Duffy ("Duffy"), a former operations officer for Plaintiff Duffy is the current Vice President of CMC and runs its day-to-day operations. Neither Carpio nor Duffy are parties to any non-competition agreement with Plaintiff. Duffy, through contacts and references in the industry, assembled CMC's Executive Management Team. Transcript of May 23, 2002 (hereinafter "May 23 Trans.") at 7-8. In approximately September of 2001, Duffy asked Emre Umar to serve as CMC's President and Chief Executive Officer. May 22 Trans. at 250. In that capacity, Umar manages and consults in CMC's business operations. In October of 2001, Karen Rapoch, an employee of Plaintiff in New York, discovered that Duffy had become part of a new company, calling itself "Correctional Medical Care," that was planning to bid on a contract for services at a jail in Ulster County, New York (the "Ulster County contract"). Plaintiff had held that contract previously and would also be bidding on the Ulster County contract. Rapoch reported to Plaintiff that she believed that Emre Umar was affiliated with Duffy in the venture. The Ulster County facility was not part of the New York Contract purchased by Plaintiff from CPS and was not one with which Emre Umar had any prior dealings. Upon learning of the formation of CMC in October 2001, Plaintiff, through its Vice President and Chief Legal Officer, Jean Byassee ("Byassee"), wrote to Emre Umar advising him that he remained bound by the Noncompetition Agreement. Plaintiff further warned that it would seek injunctive relief and damages against him and his company if he breached the agreement. After receiving the letter, Umar spoke to his attorney; however, he never responded to the letter. May 22 Trans. at 266; May 23 Trans. at 96. Byassee also called Duffy, who was a former PHS executive, to ask him about the rumors of his affiliation with Emre Umar, and to inform him of Emre Umar's Noncompetition Agreement. Duffy, in an effort to conceal Umar's involvement with CMC, told Byassee that, "I am not working for Emre's company." This led Byassee to conclude that Emre Umar was not affiliated with CMC. Thus, Plaintiff was unaware that Emre Umar was involved with CMC at the time CMC was competing with Plaintiff for the Ulster County contract CMC was eventually awarded the Ulster County contract in February of 2002. Mr. Duffy, CMC's chief operating officer, admits that his long-term relationship with Ulster County played a significant role in CMC obtaining this contract and that such relationships are important in most bid solicitations.