24-988 (L) Hemant Patel M.D., P.C. v. Bandikatla

UNITED STATES COURT OF APPEALS FOR THE SECOND CIRCUIT

SUMMARY ORDER RULINGS BY SUMMARY ORDER DO NOT HAVE PRECEDENTIAL EFFECT. CITATION TO A SUMMARY ORDER FILED ON OR AFTER JANUARY 1, 2007, IS PERMITTED AND IS GOVERNED BY FEDERAL RULE OF APPELLATE PROCEDURE 32.1 AND THIS COURT’S LOCAL RULE 32.1.1. WHEN CITING A SUMMARY ORDER IN A DOCUMENT FILED WITH THIS COURT, A PARTY MUST CITE EITHER THE FEDERAL APPENDIX OR AN ELECTRONIC DATABASE (WITH THE NOTATION “SUMMARY ORDER”). A PARTY CITING A SUMMARY ORDER MUST SERVE A COPY OF IT ON ANY PARTY NOT REPRESENTED BY COUNSEL.

At a stated term of the United States Court of Appeals for the Second Circuit, held at the Thurgood Marshall United States Courthouse, 40 Foley Square, in the City of New York, on the 24th day of November, two thousand twenty-five.

Present:

JOHN M. WALKER, SUSAN L. CARNEY, WILLIAM J. NARDINI, Circuit Judges. ____________________________________

HEMANT PATEL, M.D., P.C.,

Plaintiff-Counter-Defendant- Appellant,

v. 24-988(L), 24-1071 (Con) THEJASWI BANDIKATLA, M.D.,

Defendant-Counter-Claimant- Appellee,

SYED-BILAL AHMED, M.D., INDIVIDUALLY, CENTRAL FLORIDA MEDICAL ASSOCIATES,

Defendants. *

* The Clerk of Court is respectfully directed to amend the case caption as set forth above. 1 For Plaintiff-Counter-Defendant-Appellant: FITZMORE H. HARRIS, H. Fitzmore Harris, P.C., Bronx, N.Y.

For Defendant-Counter-Claimant-Appellee: ROSHAN D. SHAH, Shah Law Group, LLC, New York, N.Y.

Appeal from a judgment of the United States District Court for the Southern District of

New York (Jed S. Rakoff, District Judge).

UPON DUE CONSIDERATION, IT IS HEREBY ORDERED, ADJUDGED, AND

DECREED that the judgment of the district court is AFFIRMED.

Plaintiff-Counter-Defendant-Appellant Hemant Patel, M.D., P.C. (“HPMDPC”), appeals

from a judgment entered on April 9, 2024, in the United States District Court for the Southern

District of New York following a jury trial. 1 Viewed in the light most favorable to the jury’s

verdict, Mirlis v. Greer,

(2d Cir. 2020), 2 the evidence at trial showed the

following: HPMDPC owns and operates a medical practice in New York, N.Y. Dr. Hemant Patel

is the CEO and a shareholder of HPMDPC, where he works as a physician. Defendant-Counter-

Claimant-Appellee Dr. Thejaswi Bandikatla is a physician currently practicing in Florida. Dr.

Bandikatla was born in India and attended medical school in India, and came to the United States

in 2012 on a J-1 exchange student visa to complete her residency at the University of Connecticut.

Typically, a J-1 visa holder must return to her home country for a period of two years after the

student visa expires. However, a foreign-born doctor can obtain a J-1 visa waiver and remain in

the United States if she enters into an employment contract to practice medicine in an underserved

1 The case was initially assigned to Judge Lorna G. Schofield, who adjudicated, as relevant here, the motion to dismiss, motion to remand, and motions for summary judgment. On July 16, 2022, the case was transferred to Judge Rakoff for trial. 2 Unless otherwise indicated, when quoting cases, all internal quotation marks, alteration marks, emphases, footnotes, and citations are omitted. 2 community for at least three years and receives a sponsorship from the relevant state health

department. The foreign-born doctor’s employer, in turn, must request a H-1B visa for the doctor

by (1) obtaining a U.S. Department of Labor (“DOL”) certification of labor conditions and

(2) filing the doctor’s H1-B petition and DOL certification with the U.S. Department of Homeland

Security.

Dr. Patel offered Dr. Bandikatla a job at HPMDPC pursuant to this program, and the parties

executed an employment contract on October 15, 2015. Paragraph 1 of the contract provides:

“Employer hereby employs Physician as a full-time doctor in Employer’s medical practice for an

initial three-year term commencing within 90 days of J1 waiver and H1B approval,” unless the

agreement is “extended or earlier terminated as provided herein.” The contract also provides, in

paragraph 2, that Dr. Bandikatla “agrees to the contractual obligations set forth in section 214(l)

of the Immigration and Nationality Act” (“INA”), which sets forth the requirements for the J-1

waiver program.

(l). Section 214(l) provides, inter alia, that “the alien agrees

to begin employment with the health facility or health care organization within 90 days of receiving

such waiver, and agrees to continue to work for a total of not less than 3 years (unless the Attorney

General determines that extenuating circumstances exist, such as closure of the facility or hardship

to the alien, which would justify a lesser period of employment at such health facility or health

care organization, in which case the alien must demonstrate another bona fide offer of employment

at a health facility or health care organization for the remainder of such 3-year period).”

(l)(1)(C)(ii) (emphasis added).

Dr. Bandikatla started work at HPMDPC on November 3, 2016, after U.S. Citizenship and

Immigration Services (“USCIS”) approved her J-1 visa waiver and H-1B visa on October 12, 2016.

HPMDPC did not pay her for first few days of work on the ground that those days were “training 3 days.” Joint App’x at 1051−52. On March 27, 2018, Dr. Bandikatla’s visa was extended to

December 4, 2020. Her annual salary was $150,000.

In early 2018, Dr. Bandikatla began looking for a job in Florida due to an emergent need

for her and her husband to help care for her husband’s ill family members. She found an

employer, Central Florida Medical Associates (“CFMA”), that was willing to sponsor her, and in

August 2018, CFMA filed the required petition seeking to transfer her visa due to extenuating

circumstances. On September 13, 2018, USCIS found that Dr. Bandikatla had demonstrated

extenuating circumstances under Section 214(l) and approved the transfer of her H-1B visa to

CFMA. She submitted a letter of resignation to HPMDPC’s billing director on September 17,

2018, informing them that her last day of work would be October 5, 2018. No one replied to this

letter.

Nevertheless, on October 9, 2018, HPMDPC sued Dr. Bandikatla for (1) fraud and

fraudulent concealment; (2) breach of contract; (3) breach of fiduciary duty; and (4) prima facie

tort, for which it sought specific performance or millions of dollars in damages, as well as an

injunction that would prohibit Dr. Bandikatla from “accepting employment within a reasonable

geographic area that will compete with Patel.” Joint App’x at 52. The complaint also asserted a

sixth cause of action for tortious interference against two John Does—stand-ins for Dr.

Bandikatla’s new employer—and requested millions of dollars in damages from them. Dr.

Bandikatla removed the suit to federal court on the ground that she had moved to Florida before

the complaint was filed and therefore that the parties were diverse. See

.

HPMDPC moved to remand the case to state court. Judge Schofield denied the motion on

December 20, 2018. HPMDPC learned the identity of Dr. Bandikatla’s new employer—

CFMA—via documents she submitted in opposition to his motion to remand, and substituted the 4 new employer and its principal as defendants in the place of the original complaint’s John Does.

Judge Schofield dismissed the claim against CFMA and its principal on May 16, 2019, but on July

16, CFMA fired Dr. Bandikatla anyway as a result of the lawsuit. She was able to find a different

employer-sponsor and began work at the new employer on August 26.

Judge Schofield granted Dr. Bandikatla’s motion to dismiss the amended complaint in part.

The court dismissed the claims for fraud, prima facie tort, fiduciary duty, and breach of the implied

covenant of good faith and fair dealing, which had been added in HPMDPC’s First Amended

Complaint. On December 20, 2019, Dr. Bandikatla counterclaimed for breach of contract for

unpaid wages, violation of the New York City Human Rights Law (“NYCHRL”), N.Y.C. Admin.

Code § 8–107(1)(a), and New York State Human Rights Law (“NYSHRL”),

(1)(a), tortious interference with contract, and a violation of the Trafficking Victims

Protection Act (“TVPA”),

. The TVPA makes it unlawful for anyone to

knowingly provide or obtain the labor or services of a person, as relevant here, “by means of

serious harm or threats of serious harm to that person or another person,” “by means of the abuse

or threatened abuse of law or legal process,” or “by means of any scheme, plan, or pattern intended

to cause the person to believe that, if that person did not perform such labor or services, that person

or another person would suffer serious harm or physical restraint.”

(a)(2)–(4);

see

§ 1595(a) (civil remedy). “‘[A]buse or threatened abuse of law or legal process’ means

the use or threatened use of a law or legal process, whether administrative, civil, or criminal, in

any manner or for any purpose for which the law was not designed, in order to exert pressure on

another person to cause that person to take some action or refrain from taking some action.” Id.

§ 1589(c)(1). “‘[S]erious harm’ means any harm, whether physical or nonphysical, including

psychological, financial, or reputational harm, that is sufficiently serious, under all the surrounding 5 circumstances, to compel a reasonable person of the same background and in the same

circumstances to perform or to continue performing labor or services in order to avoid incurring

that harm.” Id. § 1589(c)(2). An individual may be held liable for an attempt to violate the

TVPA. See id. § 1594(a).

On September 17, 2021, Judge Schofield granted HPMDPC’s motion for summary

judgment on Dr. Bandikatla’s NYSHRL, NYCHRL, and tortious interference claims as well as on

her TVPA theories related to Dr. Bandikatla being forced to pay her own H-1B filing fees and the

filing of “fraudulent” immigration documents. But the court permitted Dr. Bandikatla to proceed

with a TVPA claim premised on HPMDPC’s demand for either specific performance or $10

million in damages and its claims against CFMA. The court also denied summary judgment on

HPMDPC’s and Dr. Bandikatla’s breach of contract claims. These remaining claims proceeded

to a jury trial before Judge Rakoff in March 2023.

At trial, Dr. Patel conceded that his argument that Dr. Bandikatla committed to work for

him for three years was rooted in her agreement to be bound by Section 214(l) of the INA

(referenced in paragraph 2 of the contract). As Judge Rakoff explained the following day,

paragraph 1 provides that HPMDPC will employ Dr. Bandikatla “for a three-year term on various

terms and conditions,” but “does not indicate that the physician is agreeing to a three-year term.”

Joint App’x at 1017. The obligation to work for a three-year term is instead is supplied by

paragraph 2, where Dr. Bandikatla agreed to “the contractual obligations set forth in 214(l) of the

Immigration and Nationality Act,” which includes the extenuating circumstances exception.

Joint App’x at 1017−18. Following Dr. Patel’s concession, and additional briefing by the parties,

Judge Rakoff held that “the contract carefully read is unambiguous” and that as a matter of law it

incorporates Section 214(l)—including the extenuating circumstances exception. Joint App’x at 6 1022. Because it was undisputed that USCIS determined that Dr. Bandikatla qualified for that

exception, the court ruled that as a matter of law that she had not breached her contract with

HPMDPC and dismissed HPMDPC’s breach of contract claim.

Trial continued on Dr. Bandikatla’s remaining claims, and the jury returned a verdict in

her favor on March 14, 2023. The jury found HPMDPC liable on Dr. Bandikatla’s breach of

contract counterclaim and awarded her $4,657.40 in damages. The jury also found HPMDPC

liable for violating the TVPA and awarded $45,000 in non-economic damages. The district court

denied HPMDPC’s motion for judgment notwithstanding the verdict on the TVPA claim. The

court then granted Dr. Bandikatla’s motion for attorneys’ fees and costs, awarding her $259,701.00

in attorneys’ fees and $10,206.38 in costs.

HPMDPC now appeals.

I. Denial of HPMDPC’s Motion to Remand

HPMDPC first argues that this case was improperly removed to federal court. HPMDPC

moved in the district court to remand the case to state court, primarily on the ground that at the

time it filed its original complaint in New York state court, Dr. Bandikatla had not yet established

domicile in Florida and instead remained a New York domiciliary. If true, this would have

defeated diversity jurisdiction in the Southern District of New York because HPMDPC was

domiciled in New York City. HPMDPC also argued that the employment agreement contained a

forum selection clause prohibiting Dr. Bandikatla from removing this action to federal court. The

district court rejected these arguments and denied the motion to remand.

We review a district court’s decision denying a motion to remand de novo as to questions

of law, Briarpatch Ltd., L.P. v. Phoenix Pictures, Inc.,

, 301–02 (2d Cir. 2004), but a

“district court’s factual findings as to whether there has been a change of residence and whether 7 that move was effected with the requisite intent of permanence may be overturned on appeal only

if they are ‘clearly erroneous,’” Palazzo ex rel. Delmage v. Corio,

, 42 (2d Cir. 2000)

(quoting Fed. R. Civ. Proc. 52(a)). To effect a change in domicile for the purposes of diversity

jurisdiction, “two things are indispensable: First, residence in a new domicil[e]; and, second, the

intention to remain there.” Id. “A party alleging that there has been a change of domicile has

the burden of proving the required intent to give up the old and take up the new domicile, coupled

with an actual acquisition of a residence in the new locality, and must prove those facts by clear

and convincing evidence.” Id.

Here, the district judge found that Dr. Bandikatla established domicile in Florida by the

date the complaint was filed because (1) by August 2018, she was living in an apartment with her

in-laws in Hernando, Florida, and returning to New York only to work and move her belongings

to Florida; (2) in September 2018, she signed an employment agreement with CFMA and changed

the address on her bank account from New York to Florida; (3) she and her husband applied for

an apartment in Maitland, Florida, on September 5, 2018, with a contemplated move-in date of

October 26, 2018, and the application was approved before the filing date; (4) her husband had

registered his car and paid taxes in Florida before the filing date; and (5) she had applied to transfer

the address on her medical license to the address of her new employer. These facts, which Dr.

Bandikatla attested to in a declaration, were almost all corroborated by documentary evidence: the

rental application; a screenshot of Dr. Bandikatla’s bank account; the vehicle registration; and the

license transfer application. In addition, Dr. Bandikatla’s in-laws submitted a declaration

confirming that Dr. Bandikatla lived with them in Hernando, Florida, at the time the complaint

was filed.

HPMDPC argues that the district court’s decision was erroneous because (1) the address 8 on Dr. Bandikatla’s pay stub for the period ending October 12, 2018, was her New York address;

(2) both Dr. Bandikatla and her husband were in New York when she received the summons;

(3) Dr. Bandikatla’s answer filed in the Southern District of New York admitted that “the state

court had jurisdiction and venue was proper prior to removal,” Joint App’x at 136; (4) Dr.

Bandikatla didn’t submit enough documentation substantiating that she was domiciled in Florida

at the time the complaint was filed; and (5) Dr. Bandikatla testified at trial that she received her

medical license from Florida in January 2018 after filing an application sometime in December

2017, contrary to Dr. Bandikatla’s declaration opposing remand where she stated that she applied

for a “Florida medical transfer license” on October 5, 2018, Id. at 97. According to HPMDPC,

this latter inconsistency means that Dr. Bandikatla “obviously made material misrepresentations

in her declaration,” so her “statements were not credible and should have been disregarded by the

District Court.” Appellant’s Br. at 22.

We are unpersuaded. First, HPMDPC’s disputes about how the documents in evidence

should be interpreted, and its arguments that there was not enough documentation, or that

HPMDPC’s documentation was more persuasive, do not render the district’s court’s factual

findings regarding domicile clearly erroneous in the face of (some) conflicting evidence and her

clearly demonstrated intent to permanently move to Florida. Even if another court were more

inclined to agree with HPMDPC’s weighing of the evidence and would have drawn “contrary

factual inferences,” that is not a basis for setting aside the district court’s factual findings.

Palazzo, 232 F.3d at 44.

Second, Dr. Bandikatla’s admission in her subsequently filed answer that the state court

had jurisdiction has no bearing on the question whether the district court had diversity jurisdiction.

By admitting that the state court had personal jurisdiction over the lawsuit, Dr. Bandikatla did not 9 implicitly admit that she was domiciled in New York. Jurisdiction could just as easily have been

premised on her business contacts with New York. See, e.g., Porina v. Marward Shipping Co.,

(2d Cir. 2008) (explaining that non-resident defendants can be subject to general

jurisdiction based on a defendant’s “general business contacts with the forum”).

Third, we are unpersuaded by HPMDPC’s argument that Dr. Bandikatla’s trial testimony

conflicted with her written declaration in a manner that undermines the veracity of her entire

declaration. As an initial matter, the fact that Dr. Bandikatla may have applied for licensure in

Florida even earlier than Judge Schofield thought only hurts HPMDPC’s argument that Dr.

Bandikatla was domiciled in New York at the time the lawsuit was filed. Second, it seems that a

lack of precision in the declaration’s wording is to blame for any arguable discrepancy: According

to Dr. Bandikatla, the October 5, 2018, application requested a change in address for an already-

existent transfer license—an assertion that is supported by the documentary record.

Finally, HPMDPC contends that the employment agreement’s choice-of-law clause

contained a forum selection clause mandating that any dispute be brought “in the City and County

of New York.” Appellant’s Br. at 23–24. The first two sentences of the section, as relevant,

provide: “This Agreement shall be governed by and be construed in accordance with the laws of

the State of New York, without giving effect to conflict of laws, applicable to agreements made

and to be performed entirely within such state. The parties herby irrevocably consent to (i) the

jurisdiction of the courts of the State of New York, with venue to lie in the City and County of

New York . . . .” Joint App’x at 59. In HPMDPC’s view, the “irrevocabl[e] consent” to

jurisdiction in the State of New York plus the proviso that venue will lie in the City and County of

New York indicate that the clause intended to exclude all other forums. Appellant’s Br. at 24.

This argument, which is made in an entirely conclusory manner, fails under our precedent. As 10 we recently explained, “[t]o classify a forum selection clause as mandatory . . . we look for specific

language of exclusion,” and “[f]orum selection clauses lacking any clear exclusionary or

obligatory language—i.e., specific language of exclusion—are permissive and not subject to a

presumption of enforceability.” Rabinowitz v. Kelman,

, 82–83 (2d Cir. 2023). We

have also held that the phrase “submit to the jurisdiction of” is a permissive clause that allows, but

does not require, that a case be heard in the specified forum.

. The parties’ agreement

to “irrevocably consent” to jurisdiction, like an individual party’s submission to jurisdiction,

indicates no more than that a dispute may be brought in state court—not that it must be brought

there. The clause contains no exclusionary language. Dr. Bandikatla was thus permitted to

remove the case to federal court.

Accordingly, we discern no error in the district court’s denial of HPMDPC’s motion to

remand the case to state court.

II. Dismissal of HPMDPC’s Claims for Fraud, Prima Facie Tort, Breach of Fiduciary

Duty, and Breach of the Implied Covenant of Good Faith and Fair Dealing

HPMDPC also challenges the district court’s partial grant of Dr. Bandikatla’s motion to

dismiss, contending that its claims for fraud, prima facie tort, breach of fiduciary duty, and breach

of the implied covenant of good faith and fair dealing were adequately pleaded.

We review a district court’s grant of a motion to dismiss de novo. Kellogg v. Nichols,

, 159 (2d Cir. 2025). The district court’s opinion dismissed HPMDPC’s non-breach of

contract claims largely because the factual allegations underlying those claims were the same as

the ones underlying the breach claim. As the district court explained, the fraud allegation was

premised on Dr. Bandikatla’s purported false representation that she “would be employed by”

HPMDPC for a period of three years, which is really just an allegation that Dr. Bandikatla made 11 an insincere promise to perform a contract. Joint App’x at 42. Such allegations are “redundant

of a claim for breach of the parties’ contract and, therefore, do not state a cause of action for fraud.”

Cronos Grp. Ltd. v. XComIP, LLC,

(1st Dep’t 2017). Similarly,

HPMDPC’s claim for breach of the implied covenant of good faith and fair dealing is premised on

Dr. Bandikatla “resigning from her employment with Patel prior to the expiration of three years as

was required under the terms of the Contract,” which is the exact same conduct giving rise to the

breach claim. Joint App’x at 50. Thus, because the claim is “based on the same allegations and

seek[s] the same damages,” it “must be dismissed as duplicative of the breach of contract claim.”

Tillage Commodities Fund, L.P. v. SS&C Techs., Inc.,

(1st Dep’t 2017). And

HPMDPC’s prima facie tort claim merely states that HPMDPC was harmed by Dr. Bandikatla’s

breach of the contract. This is likewise duplicative and was properly dismissed. See Susman v.

Commerzbank Capital Mkts. Corp.,

, 7–8 (1st Dep’t 2012). On appeal, HPMDPC

provides only conclusory statements as to why these claims are not duplicative of the breach of

contract claim. We need not, and do not, accept HPMDPC’s threadbare arguments. See Ashcroft

v. Iqbal,

(2009). The district court did not err in dismissing the fraud, implied

covenant, and tort claims.

The district court dismissed HPMDPC’s fiduciary duty claims because, as we have recently

stated, “employment relationships, without more, do not create fiduciary relationships.” Pauwels

v. Deloitte LLP,

(2d Cir. 2023). According to HPMDPC, because the

“relationship[] between Patel and Bandikatla is rooted in higher levels of trust not normally present

in the marketplace between those involved with arm’s length business transactions, because

beneficiaries of immigration benefits have a duty to be truthful and honest with their sponsors in

the preparation of immigration papers and have a duty to advise their sponsors with truthful 12 information in preparing and presenting papers to the government,” there was a fiduciary

relationship here. Appellants’ Br. at 37. HPMDPC offers no legal support—and we are aware

of none—for the novel proposition that Dr. Bandikatla owed it a fiduciary duty because it

sponsored her H-1B visa. And, even accepting HPMDPC’s half-hearted suggestions that

someone (it is unclear who) had “access to confidential information” (it is unclear belonging to

whom), Appellants’ Br. at 36, “the mere communication of confidential information is not

sufficient in and of itself to create a fiduciary relationship between two parties.” Pauwels,

. Cf. Kern v. Robert Currie Assocs.,

(1st Dep’t 1995) (allegations

that the plaintiffs “relied on defendants’ expert advice . . . and entrusted them with their money”

supported the existence of a fiduciary duty in the context of a commercial relationship). The

claim for breach of fiduciary duty was properly dismissed.

III. Denial of HPMDPC’s Motion for Summary Judgment

HPMDPC next challenges the district court’s partial denial of its motion for summary

judgment on Dr. Bandikatla’s TVPA counterclaim. We decline to review this decision. We have

explained that the proper vehicle to adjudicate, after trial, the denial of summary judgment is by

bringing “a motion (and renewed motions) pursuant to Rule 50 for judgment as a matter of law

and appeal[ing] the district court’s denial of that motion.” Pahuta v. Massey-Ferguson, Inc.,

, 132 (2d Cir. 1999). We have observed that it is “unjust to deprive a party of a jury

verdict after the evidence was fully presented, on the basis of an appellate court’s review of

whether the pleadings and affidavits at the time of the summary judgment motion demonstrated

the need for a trial.” Id. (quoting Locricchio v. Legal Servs. Corp.,

(9th Cir.

1987)). Although we speculated in Pahuta that this “flaw . . . would not appear to be

jurisdictional,” 170 F.3d at 132, the Supreme Court has since held that a party cannot “appeal an 13 order denying summary judgment after a full trial on the merits,” Ortiz v. Jordan,

,

183–84 (2011). On reply, HPMDPC notes that we do review denials of summary judgment when

they are issued in conjunction with a grant of summary judgment and the grant of summary

judgment has also been appealed. That is true, but Dr. Bandikatla has not appealed the district

court’s grant of summary judgment on her tortious interference of contract, NYSHRL, and

NYCHRL counterclaims. We therefore decline to review HPMDPC’s summary judgment

arguments regarding her TVPA claim.

IV. Dismissal of HPMDPC’s Breach Claim at Trial

HPMDPC next challenges the district court’s decision to dismiss its breach of contract

claim at trial, but curiously categorizes the decision as an evidentiary ruling subject to review for

abuse of discretion. But the district court’s decision, as a matter of law, that Dr. Bandikatla did

not breach the contract was clearly made pursuant to Federal Rule of Civil Procedure 50 and not a

mere evidentiary ruling.

HPMDPC argues that the district court was precluded from dismissing the breach of

contract claim during trial because it had previously denied summary judgment on that same claim.

But under the law-of-the-case doctrine, a court has discretion to revisit its prior rulings before the

entry of final judgment, based on considerations such as “new evidence” presented at trial.

Sagendorf-Teal v. County of Rensselaer,

, 277 (2d Cir. 1996); see Cangemi v. United

States,

(2d Cir. 2021) (“The law of the case doctrine cannot bar a district court

from holding plaintiffs to their ever-increasing burden of proof over the course of a lawsuit.”).

That is precisely what the district court did here, and permissibly so. This Court could overturn

the district court’s dismissal of the breach of contract claim if it were wrong on the merits, but

HPMDPC makes no such argument. Accordingly, there is no basis for our Court to disturb this 14 portion of the district court’s ruling.

V. Jury Instruction 9

HPMDPC seeks a new trial on the ground that language in the jury instruction on the fourth

element of Dr. Bandikatla’s TVPA claim was erroneous and prejudicial. We review a preserved

claim of error in a jury instruction de novo. Saint-Jean v. Emigrant Mortg. Co.,

(2d Cir. 2025). “We will overturn a verdict on a challenge to jury instructions only if (1) the

instructions were erroneous, and (2) the error was prejudicial.”

“[I]n determining whether a

jury instruction was so prejudicial as to warrant overturning the verdict, we must examine the jury

charge in its entirety, rather than scrutinize it strand-by-strand.”

Dr. Bandikatla’s theory on the TVPA claim at trial was that HPMDPC “attempted to

procure her labor by abuse of the legal process” in violation of

(a)(3). Joint

App’x at 716. The district court’s instruction on the first element—that one or more acts taken

by the defendant abused the legal process—explained that Dr. Bandikatla’s allegation was that

HPMDPC “abused the legal process by pursuing her for millions of dollars in damages throughout

the course of this case without any factual basis for claiming that amount” and by “naming her

now-former-employer . . . as a defendant in this case and demanding millions of dollars in

damages from them, also without any factual basis but for purposes of putting additional pressure

on” Dr. Bandikatla. Joint App’x at 716–17. The instruction also explained that Patel “denies

these allegations and offers alternative explanations for why these steps were taken and were

allegedly not an abuse of the legal process.”

.

The fourth element is that Bandikatla was injured by HPMDPC’s actions. The district

court’s instruction on this element explained that “[t]he injury can be economic, such as the cost

of defending an abusive lawsuit wrongly brought by [HPMDPC] against Dr. Bandikatla to try to 15 force her to return to work. The injury can also be psychological, such as subjecting [Dr.

Bandikatla] to unwanted stress.” Joint App’x at 717 (emphasis added). HPMDPC objected to

the italicized text in a letter to the court, arguing that the language “an abusive law suit [sic]

wrongfully brought” should be amended to just “this lawsuit.” Joint App’x at 701–02. The letter

mostly focused on arguing the merits of whether the lawsuit was abusive—an issue the jury would

resolve at trial—but also argued that “whether or not the lawsuit was abusive and wrongfully

brought is a fact for the jury to decide and such charge would rob the jury of their fact finding

function and is highly prejudicial to the plaintiff.” Joint App’x at 701–02. The district court

overruled HPMDPC’s objection. HPMDPC takes much the same tack here, arguing that “Patel’s

suit against Bandikatla had a basis in fact and law at the time it was commenced as evidenced in

two separate court decisions on Patel’s breach of contract cause of action.” Appellant’s Br. at 51.

We see no basis to grant HPMDPC a new trial. Read in context, the challenged language

in jury instruction 9 can be understood only as referring to what Dr. Bandikatla claimed about

HPMDPC’s lawsuit, not that the district court agreed with her. The first instruction—which

preceded the fourth—made clear that HPMDPC denied the allegation that it abused the legal

process and offered “alternative explanations for why these steps were taken and were allegedly

not an abuse of the legal process.” Joint App’x at 717. And, as Dr. Bandikatla points out, jury

instruction 7 (which also preceded instruction 9) instructed the jury that it had to determine that

Dr. Bandikatla “established each essential element of that claim by a preponderance of the credible

evidence” to render a verdict in her favor. Joint App’x at 714. Moreover, it is not clear that

changing the language to “this lawsuit” (as HPMDPC requested) would have been less prejudicial

to HPMDPC, because it would have made the same point—that this lawsuit could supply the

requisite injury for a TVPA claim. What HPMDPC really takes issue with is that the instruction 16 provided this lawsuit as an example of an injury that—if it was indeed abusive—would be

cognizable under the TVPA. But HPMDPC does not dispute the correctness of that proposition.

Thus read, the jury instruction was neither erroneous nor prejudicial. We therefore decline

to order a new trial on the ground raised by HPMDPC.

VI. Denial of Patel’s Motion for Judgment as a Matter of Law on the TVPA Claim

HPMDPC also appeals the denial of its motion for judgment as a matter of law on Dr.

Bandikatla’s TVPA claim. We review such rulings de novo, applying “the same [legal] standard

that is required of the district court.” Ortiz v. Stambach,

(2d Cir. 2025). A court

may grant a motion for judgment as a matter of law in a jury trial only if it finds that “a reasonable

jury would not have a legally sufficient evidentiary basis to find for the party opposing the

request.”

To prove an attempted violation of the TVPA on the theory asserted here, a

plaintiff must prove (1) acts that are an abuse of the legal process (2) taken “knowingly” (3) that

were a “substantial step” in obtaining plaintiff’s labor.

(a)(3); United States v.

Farhane,

(2d Cir. 2011) (explaining the attempt standard).

In its opening brief, HPMDPC challenges the jury verdict on the TVPA claim on the same

basis it presented to challenge the jury instruction, which we have already rejected. In its reply

brief, HPMDPC attempts to mount a sufficiency of the evidence challenge to the TVPA verdict,

but we will not consider arguments raised only in a reply brief “even when the same arguments

were raised in the trial court.” McCarthy v. SEC,

(2d Cir. 2005).

VII. Dr. Bandikatla’s Attorneys’ Fees Award

Finally, HPMDPC challenges the district court’s award of attorneys’ fees to Dr. Bandikatla.

We review an award of attorneys’ fees for abuse of discretion, and “given the district court’s

inherent institutional advantages in this area, our review is highly deferential.” Rossbach v. 17 Montefiore Medical Center,

(2d Cir. 2023). The district court found that Dr.

Bandikatla was entitled to recover attorneys’ fees based on: (1) the jury’s verdict, which found that

Dr. Bandikatla was entitled to the costs of her defense, which the instructions defined to include

reasonable attorneys’ fees; (2) a fee-shifting provision in the contract between Dr. Bandikatla and

HPMDPC, which provided that if HPMDPC was determined to have breached the agreement, it

must pay Dr. Bandikatla all of her costs and expenses, including attorneys’ fees; and (3) the fee-

shifting provision of the TVPA, which independently allows for the recovery of reasonable

attorneys’ fees,

(a). Having determined that Dr. Bandikatla was entitled to fees,

the district court calculated the award in accordance with the fee-shifting provisions of the TVPA,

ultimately reducing the calculated lodestar of $324,626.25 to $259,701.00 based on its assessment

of Dr. Bandikatla’s overall success in the litigation.

On appeal, HPMDPC first argues that attorneys’ fees were erroneously awarded because

“the entire jury verdict was based on an erroneous jury instruction.” Appellant’s Br. at 56.

Because we have upheld the verdict, this is not a proper basis to vacate the award of attorneys’

fees. Next, HPMDPC repeats its argument made in the district court that the fee arrangement

between Dr. Bandikatla and her lawyers was a contingency arrangement, and that HPMDPC

should not be forced to pay the fees because Dr. Bandikatla’s counsel purportedly did not comply

with a New York regulation requiring attorneys working on a contingent basis to file “retainer

statements” with the New York Office of Court Administration. Appellant’s Br. at 57. But we

agree with the district court that the relevant regulation—22 N.Y.C.R.R. § 603.25—“is facially

inapplicable to the agreements at issue here because neither agreement between [Dr. Bandikatla

and her lawyers] provides that the ‘attorney’s compensation is to be dependent or contingent in

whole or in part upon the successful prosecution or settlement thereof,’” as required under the 18 regulation. Special App’x at 55. Instead, her agreement with one firm is a straightforward

hourly arrangement, and her agreement with the other firm sets forth an hourly fee arrangement

subject to a cap, with additional fees to be paid only if the firm prevailed on a fee-shifting claim at

trial, at which point a lodestar would be calculated. We agree with the district court that this does

not render the latter agreement contingent, and HPMDPC has failed to offer any non-conclusory

argument as to why this conclusion is wrong.

Finally, HPMDPC argues that the fee award is unreasonable because Dr. Bandikatla

received only nominal damages, and thus her award overstates her attorneys’ degree of success.

But her damages were not nominal: in addition to $4,667.40 in contract damages for lost wages,

Dr. Bandikatla received $45,000 in damages on the TVPA claim. HPMDPC also urges that

“paying an attorney $269,907.38 to obtain $49,675.40 in damages” is “per se unreasonable,”

Appellant’s Br. at 60, but this fails to account for the fact that Dr. Bandikatla did not initiate this

lawsuit. HPMDPC did, and Dr. Bandikatla’s attorneys achieved the dismissal of every one of

HPMDPC’s claims—including its demand for millions of dollars in damages.

HPMDPC has failed to convince us that the district court abused its discretion in awarding

attorneys’ fees, and fails to make any argument specific to the district court’s award of costs. The

district court did not abuse its discretion in either respect.

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We have considered HPMDPC’s remaining arguments and find them unpersuasive.

Accordingly, we AFFIRM the judgment of the district court.

Costs of this appeal are awarded to Dr. Bandikatla. See Fed. R. App. 39(a)(3).

FOR THE COURT:

Catherine O’Hagan Wolfe, Clerk

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