GUPTA

UNITED STATES DISTRICT COURT

FOR THE DISTRICT OF NEW JERSEY

SYNERGEIA HEALTH, INC. Civil Action No.

individually and derivatively as the sole

member of SANKAV 26-2315 (SDW) (LDW)

PHARMACEUTICALS, LLC,

Plaintiff,

v. REPORT AND RECOMMENDATION

SANJEEV K. GUPTA and TUSHAR

GUPTA,

Defendants.

LEDA DUNN WETTRE, United States Magistrate Judge

This matter comes before the Court by way of plaintiff Synergeia Health, Inc.’s Motion to

Remand this matter to the Superior Court of New Jersey, Morris County and for an award of fees

and costs. (ECF 3, 9). Defendants Sanjeev K. Gupta (“Sanjeev”) and Tushar Gupta (“Tushar”)

oppose the motion. (ECF 8). The Court heard oral argument on the motion on April 9, 2026.

Having considered the parties’ written submissions and argument, it is respectfully recommended

that the Motion to Remand be GRANTED and plaintiff be awarded attorneys’ fees and costs

pursuant to 28 U.S.C. § 1447(c).

I. BACKGROUND

Plaintiff initiated this action in the Superior Court of New Jersey, Morris County on

February 11, 2026, alleging as follows. (Complaint, ECF 1-2). Sanjeev is the founder and owner

of SanKav, a pre-revenue entity intended to produce pharmaceutical products. (Id. ¶ 5). Sanjeev

solicited an investment from Synergeia for the purpose of turning SanKav into a 503B outsourcing

facility – i.e., a pharmaceutical compounding facility regulated under Section 503B of the Federal

Food, Drug, and Cosmetic Act. (Id. ¶¶ 6-10, 23). Synergeia acquired 100% of SanKav in 2024

and over the subsequent fourteen months invested approximately $8.5 million in SanKav for the

503B outsourcing facility. (Id. ¶¶ 22-28). Pursuant to a December 4, 2024 Executive Employment

Agreement, Sanjeev was appointed the Chief Executive Officer and Chief Scientific Officer of

SanKav and the President and Chief Scientific Officer of Synergeia. (Id. ¶¶ 29-30). Sanjeev was

also appointed to the Board of Directors of Synergeia. (Id. ¶ 33). Tushar, Sanjeev’s son, likewise

signed an Executive Employment Agreement and was appointed the Chief Operating Officer of

Synergeia. (Id. ¶¶ 29, 31).

Plaintiff acknowledges that it allowed defendants a “substantial amount of autonomy” in

using the $8.5 million capital contribution to create a 503B outsourcing facility. (Id. ¶ 11).

However, plaintiff alleges that defendants abused this autonomy and, “[d]espite repeated and

escalating requests from the Board of Directors and Synergeia management, Defendant Sanjeev

consistently refused to provide transparency, obstructed corporate governance, blocked audits,

concealed financial and operational information, engaged conflicted parties, and disclosed

confidential and proprietary information to unauthorized individuals.” (Id. ¶ 36). Plaintiff further

alleges that Tushar improperly diverted SanKav’s business to VariTec, a company he himself

owns, without disclosing the conflict to Synergeia’s Board. (Id. ¶¶ 138-39).

On January 12, 2026, Synergeia’s Board of Directors convened to discuss their concerns

about Sanjeev’s lack of transparency. (Id. ¶ 90). Plaintiff alleges that Sanjeev rebuffed the Board’s

request that he provide information about SanKav’s operations and access to SanKav’s systems,

claiming that the Board members were “outsiders” not permitted to review SanKav’s confidential

and proprietary information. (Id. ¶¶ 92-94, 104, 111-12). Sanjeev also objected to a third-party

audit of SanKav’s operations and finances. (Id. ¶¶ 99-101). The Board of Directors met again on

January 30, 2026 without Sanjeev and voted to remove him from the Board and terminate his

employment with Synergeia and SanKav. (Id. ¶¶ 114-16).

Following Sanjeev’s termination, the Board discovered that Sanjeev did not design the

SanKav facility to the required specifications for a 503B outsourcing facility but instead misused

its investment to create a facility suited to research and development. (Id. ¶¶ 15, 117). Moreover,

plaintiff alleges that in response to his termination, Sanjeev: (1) orchestrated a walk-out such that

none of SanKav’s employees have reported to work since February 2, 2026 (id. ¶¶ 119, 128); (2)

locked Synergeia’s representatives out of SanKav’s accounts, including its payroll account at ADP

(id. ¶¶ 122-23); (3) caused vendors to stop doing business with SanKav (id. ¶ 122); and (4)

embezzled $7,500 in cash from a SanKav bank account (id. ¶ 126). Plaintiff further alleges that

Tushar has abandoned his duties as Chief Operating Officer and has stopped reporting to work

since his father’s termination. (Id. ¶ 140).

Plaintiff filed a Verified Complaint and Order to Show Cause against Sanjeev and Tushar

in state court on February 11, 2026, asserting claims for breach of fiduciary duty, breach of

contract, breach of the duty of good faith and fair dealing, unjust enrichment, conversion, access

to books and records, and an accounting. Defendants answered the complaint on February 12,

2026, asserting a number of counterclaims against Synergeia and its Board members. Relevant to

the instant motion, Sanjeev alleges that in 2021 – years prior to the events recounted in plaintiff’s

complaint – SanKav acquired the real property housing the manufacturing facility at issue with

financing from a Small Business Administration (“SBA”) loan. (Counterclaims ¶¶ 14-15, ECF 1-

3). In December 2023, SanKav defaulted on the loan; in an effort to avoid foreclosure, Sanjeev

sought funding from new investors. (Id. ¶ 18). On November 12, 2024, Sanjeev on behalf of

SanKav and Synergeia executed several Funding Agreements whereby Synergeia acquired 100%

of SanKav and agreed to make an initial capital contribution of $16 million to SanKav. (Id. ¶¶ 26-

48). Sanjeev alleges that the Funding Agreements were contingent on, among other things, lender

approval for any ownership restructuring or asset transfer to Synergeia pursuant to the terms of the

SBA loan, which was never obtained. (Id. ¶¶ 26-35). Accordingly, Sanjeev seeks a declaratory

judgment that the Funding Agreements are void and his ownership interest in SanKav never

transferred to Synergeia. (Id. ¶¶ 87-93).

On February 12, 2026, the Honorable James M. DeMarzo, P.J. Ch. entered an Order to

Show Cause with Temporary Restraints prohibiting defendants from interfering with SanKav and

Synergeia’s business. (ECF 3-5). The parties appeared before Judge DeMarzo on February 17,

2026 for oral argument on plaintiff’s Order to Show Cause. Following argument, Judge DeMarzo

entered an Order dated February 17, 2026 preliminarily enjoining Sanjeev from (1) interfering

with SanKav and Synergeia’s business, (2) advising vendors not to do business with Synergeia or

SanKav or to remove or limit Synergeia or SanKav’s access to vendors’ services, (3) making false

statements to vendors, (4) representing himself as an officer, director, or employee of Synergeia

or SanKav, (5) withholding data or information from Synergeia’s Board, and (6) making

withdrawals from the companies’ bank accounts or incurring further debts in the companies’

names. (Order, ECF 1-4). Judge DeMarzo further ordered Sanjeev to retract an email he sent to

one of SanKav’s vendors claiming that Synergeia and SanKav had sustained a data breach so they

should not deal with SanKav’s management. (Id.). The Order preliminarily enjoined Tushar from

withholding data or information from Synergeia’s Board. (Id.). The same day, Judge DeMarzo

denied defendants’ application to vacate the temporary restraints entered against them. (ECF 1-

6).

Plaintiff contends that defendants failed to comply with the Temporary Restraining Order

and February 17, 2026 Preliminary Injunction Order. Plaintiff applied for another Order to Show

Cause why defendants should not be compelled to comply with the Court’s February 17, 2026

Order. On February 27, 2026, Judge DeMarzo agreed that defendants “have refused to comply

with the [February 17, 2026] Order and continue to interfere with the businesses.” (Statement of

Reasons at 4, ECF 1-7). Accordingly, he entered an Order to Show Cause with Temporary

Restraints dated February 27, 2026 directing defendants to appear on March 13, 2026 to show

cause why they should not be compelled to immediately comply with the Court’s February 17,

2026 Order, to turn over SanKav’s books and records, and to provide Synergeia with access to

SanKav’s bank accounts, systems, vendors, employee laptops, and access to various categories of

data and information. (ECF 1-7). Judge DeMarzo specifically noted that “sanctions will be

discussed on the return date” of the Order to Show Cause. (Id.). Defendants’ written response to

the Order to Show Cause was due by March 5, 2026. (Id.). Defendants did not respond to the

Order to Show Cause. Instead, they removed the case to federal court on March 5, 2026. One day

after removal, plaintiff moved to remand this action to state court for lack of subject matter

jurisdiction and on the basis of a procedural defect in removal.1

II. DISCUSSION

A defendant may remove a civil action filed in state court to a federal district court having

original jurisdiction over the action. 28 U.S.C. § 1441(a). The district court has original

jurisdiction over any civil action presenting a federal question in that plaintiff’s claims arise under

1 Defendants’ argument that the Motion to Remand must be disregarded because it is “not

supported by any proper evidence” is misplaced. (Opp. Br. at 5, ECF 8-2). In deciding the Motion

to Remand, the Court “must focus on the plaintiff’s complaint at the time the petition for removal

was filed. . . . [and] assume as true all factual allegations of the complaint.” Steel Valley Auth. v.

Union Switch & Signal Div., 809 F.2d 1006, 1010 (3d Cir. 1987).

federal law, 28 U.S.C. § 1331, and actions involving citizens of different states where the amount

in controversy exceeds $75,000, 28 U.S.C. § 1332(a)(1). “If at any time before final judgment it

appears that the district court lacks subject matter jurisdiction, the case shall be remanded.” 28

U.S.C. § 1447(c). Defendants as the removing parties bear the burden of establishing that removal

was proper. Frederico v. Home Depot, 507 F.3d 188, 193 (3d Cir. 2007).

Defendants rely on both 28 U.S.C. § 1331 and § 1332(a) as the bases for the assertion of

federal subject matter jurisdiction over this action. (Notice of Removal ¶¶ 13-20, 23-30, ECF 1).

The Court addresses federal question and diversity jurisdiction in turn.

A. Federal Question Jurisdiction

“The presence or absence of federal-question jurisdiction is governed by the ‘well-pleaded

complaint rule,’ which provides that federal jurisdiction exists only when a federal question is

presented on the face of the plaintiff’s properly pleaded complaint.” Caterpillar Inc. v. Williams,

482 U.S. 386, 392 (1987). The “mere presence of a federal issue in a state cause of action does

not automatically confer federal-question jurisdiction.” Merrell Dow Pharms. Inc. v. Thompson,

478 U.S. 804, 813 (1986). Instead, “a case can ‘aris[e] under’ federal law in two ways. Most

directly, a case arises under federal law when federal law creates the cause of action asserted.”

Gunn v. Minton, 568 U.S. 251, 257 (2013); see Merrell Dow, 478 U.S. at 808 (noting that “the

vast majority of cases brought under the general federal-question jurisdiction of the federal courts

are those in which federal law creates the cause of action”). The Supreme Court has also

recognized a “slim category” of cases, Gunn, 568 U.S. at 258, where state law claims “nonetheless

turn on substantial questions of federal law” such that federal courts may exert jurisdiction

pursuant to 28 U.S.C. § 1331. Grable & Sons Metal Prods., Inc. v. Darue Eng’g & Mfg., 545 U.S.

308, 312 (2005). See Manning v. Merrill Lynch Pierce Fenner & Smith, Inc., 772 F.3d 158, 163

(3d Cir. 2014) (“[T]his type of arising under jurisdiction similarly require[s] a determination of

federal law as an essential element of the plaintiff’s state law claim.”). To determine if federal

jurisdiction will lie over a state law claim, the Court considers whether “a federal issue is: (1)

necessarily raised, (2) actually disputed, (3) substantial, and (4) capable of resolution in federal

court without disrupting the federal-state balance approved by Congress.” Gunn, 568 U.S. at 258.

This test is conjunctive, and only where all four requirements are satisfied can the Court conclude

that “jurisdiction is proper because there is a ‘serious federal interest in claiming the advantages

thought to be inherent in a federal forum,’ which can be vindicated without disrupting Congress’s

intended division of labor between state and federal courts.” Id. (quoting Grable, 545 U.S. at 313).

Plainly, plaintiff’s claims for breach of fiduciary duty, breach of contract, breach of the

duty of good faith and fair dealing, unjust enrichment, conversion, access to books and records,

and an accounting do not arise under federal law. Instead, the Notice of Removal posits two bases

for the assertion of federal subject matter jurisdiction over this purely state law action. First,

defendants argue that the real property housing the 503B outsourcing facility at issue “is secured

by a loan . . . which is guaranteed by the United States Small Business Administration” and “[t]he

loan and its associated documents also state when the SBA is the holder of the Note, then the Note

will be interpreted and enforced under federal law, including SBA regulations.” (Notice of

Removal ¶¶ 14, 17). Second, defendants argue that “the crux of the lawsuit is the data controlled

by defendants which is regulated by the Food and Drug Administration . . . which forbids the

transfer of the data to third parties without its approval.” (Id. ¶ 18). According to defendants,

“SBA prohibition against the assignment of shares and the transfer of confidential data regulated

by the FDA is a federal question, that gives this Court Subject Matter Jurisdiction over this case

under 28 U.S.C. § [1331].” (Id. ¶ 19).

In determining whether federal question jurisdiction exists, the Court considers only the

allegations in plaintiff’s complaint. The complaint makes no reference to any federal law, nor

does it allege that defendants violated SBA, FDA, or any other federal regulations. Defendants

have not identified any element of any of plaintiff’s state law claims for breach of fiduciary duty,

breach of contract, breach of the duty of good faith and fair dealing, unjust enrichment, conversion,

access to books and records, and an accounting that raises a federal issue or would require the

court to interpret federal SBA or FDA regulations. None of plaintiff’s claims turn on an issue of

federal law, much less a substantial issue. To the extent SBA or FDA regulations have any

relevance at all to this action, those issues arise in conjunction with defendants’ declaratory

judgment counterclaim or their apparent defense that federal regulations prohibited the disclosure

of information about SanKav to its own Board of Directors. Indeed, the Notice of Removal does

not suggest otherwise. However, the Supreme Court has made clear that defendants cannot

manufacture federal jurisdiction via a counterclaim or an affirmative defense. See Holmes Grp.,

Inc. v. Vornado Air Circulation Sys., Inc., 535 U.S. 826, 831 (2002) (“[A] counterclaim—which

appears as part of the defendant’s answer, not as part of the plaintiff’s complaint—cannot serve as

the basis for ‘arising under’ jurisdiction.”); Franchise Tax Bd. of State of Cal. v. Constr. Laborers

Vacation Tr. for S. Cal., 463 U.S. 1, 14 (1983) (“[S]ince 1887 it has been settled law that a case

may not be removed to federal court on the basis of a federal defense.”). The Court finds no basis

for federal question jurisdiction on the face of plaintiff’s complaint.

B. Diversity Jurisdiction

“Complete diversity requires that, in cases with multiple plaintiffs or multiple defendants,

no plaintiff be a citizen of the same state as any defendant.” Zambelli Fireworks Mfg. Co., Inc. v.

Wood, 592 F.3d 412, 419 (3d Cir. 2010). The citizenship of an individual is based on his or her

domicile, and “‘the domicile of an individual is his true, fixed and permanent home and place of

habitation. It is the place to which, whenever he is absent, he has the intention of returning.’”

McCann v. Newman Irrevocable Trust, 458 F.3d 281, 286 (3d Cir. 2006) (quoting Vlandis v. Kline,

412 U.S. 441, 454 (1973)). A corporation is deemed to be a citizen of the state of its incorporation

and the state where its principal place of business is located. 28 U.S.C. § 1332(c)(1); McCollum

v. State Farm Ins. Co., 376 F. App’x 217, 219 (3d Cir. 2010) (per curiam).

There is no dispute that both defendants are citizens of New Jersey. (Complaint ¶¶ 2-3;

Notice of Removal ¶ 26). The Notice of Removal asserts that there is diversity of citizenship

because plaintiff Synergia Health, Inc. is a Wyoming corporation and therefore a citizen of

Wyoming. (Notice of Removal ¶ 25). Defendants omit half of the equation. While the complaint

alleges that plaintiff is a Wyoming corporation, it further alleges that plaintiff’s principal place of

business is in New Jersey. (Complaint ¶ 1. See also Dasari Cert. ¶ 2, ECF 3-8). It is apparent

from the face of the complaint that diversity is lacking; indeed, defendants abandoned any reliance

on diversity as a basis for subject matter jurisdiction in their opposition brief and again at oral

argument on this motion.

As defendants have failed to establish either federal question or diversity jurisdiction, the

Court recommends that this matter be remanded to state court for lack of subject matter

jurisdiction.

C. Forum Defendant Rule

Even if the Court did have diversity jurisdiction over this action – which it does not –

remand would be warranted due to a procedural defect in removal. When federal subject matter

jurisdiction is premised on diversity of citizenship, the forum defendant rule bars removal of an

otherwise removable case “if any of the parties in interest properly joined and served as defendants

is a citizen of the State in which such action is brought.” 28 U.S.C. § 1441(b)(2). “The forum-

defendant rule is not jurisdictional and is instead a defect in removal that must be raised in a timely

motion to remand.” Wells Fargo Bank, N.A. v. Dey-El, 788 F. App’x 857, 859-60 (3d Cir. 2019)

(per curiam); Encompass Ins. Co. v. Stone Mansion Restaurant Inc., 902 F.3d 147, 152 (3d Cir.

2018) (“This Court has long held that the forum defendant rule is procedural rather than

jurisdictional.”).

Here, plaintiff timely moved to remand one day after this matter was removed from state

court, arguing, among other things, that defendants’ removal violates the forum defendant rule.

(Motion to Remand at 5, ECF 3-1). Defendants do not dispute that they were properly joined and

served prior to removal, and both were citizens of New Jersey at the time of removal. As defense

counsel admitted at oral argument, the forum defendant rule bars removal of this action.

D. Fees and Costs

Finally, plaintiff requests an award of attorneys’ fees and costs it incurred as a result of

defendants’ improper removal, which the Court may impose pursuant to 28 U.S.C. § 1447(c).

“Absent unusual circumstances, courts may award attorney’s fees under § 1447(c) only where the

removing party lacked an objectively reasonable basis for seeking removal.” Martin v. Franklin

Cap. Corp., 546 U.S. 132, 141 (2005). “Bad faith on the part of the removing party is not a

prerequisite to an award of attorneys fees, but it is a consideration.” Siebert v. Norwest Bank Mn.,

166 F. App’x 603, 607 (3d Cir. 2006). The Court has “broad discretion and may be flexible in

determining whether to require the payment of fees under section 1447(c).” Mints v. Educ. Testing

Serv., 99 F.3d 1253, 1260 (3d Cir. 1996).

The Third Circuit has approved the imposition of fees and costs where “the assertion in the

removal petition that the district court had jurisdiction was, if not frivolous, at best insubstantial.”

Id. at 1261. That is precisely what occurred in this case. Defendants removed on the basis of

diversity of citizenship, but the Notice of Removal conspicuously omitted any mention of

plaintiff’s principal place of business in New Jersey. Once plaintiff sought remand, defendants

completely abandoned any argument that the parties are diverse. Moreover, the Notice of Removal

relied on a defense and/or counterclaim as the purported basis for the assertion of federal question

jurisdiction, in contravention of decades of Supreme Court precedent. In the Court’s view, this is

not a close call or a case where reasonable minds could differ about a complex issue of law

concerning the existence of subject matter jurisdiction. There was no colorable basis for removal,

and the timing of removal with respect to the events in state court strongly suggests that defendants

removed the case in an effort to evade or at least delay the potential imposition of sanctions by

Judge DeMarzo at the March 13, 2026 show cause hearing. If nothing else, defendants’

improvident removal further demonstrates a pattern of disregard for the state court’s Orders. These

circumstances, taken as a whole, amply warrant an award of fees and costs to the plaintiff.

III. CONCLUSION

For the foregoing reasons, the Court recommends that plaintiff’s Motion to Remand be

GRANTED and plaintiff’s request for an award of fees and costs be GRANTED. As plaintiff’s

fees and costs are collateral to the issue of remand, the Court recommends that the case be

immediately remanded to state court and the amount of the fee award be addressed post-remand.

See Mints, 99 F.3d at 1258 (District Court has jurisdiction to award fees and costs under § 1447(c)

after case has been remanded). Accordingly, plaintiff shall not file a fee application unless and

until the District Court enters an Order adopting this Report and Recommendation. The parties

are advised that, pursuant to Rule 72(b)(2) of the Federal Rules of Civil Procedure, they have 14

days after being served with a copy of this Report and Recommendation to file and serve specific

written objections to the Honorable Susan D. Wigenton, U.S.D.J.

Dated: April 10, 2026

s/ Leda Dunn Wettre

Hon. Leda Dunn Wettre

United States Magistrate Judge

Orig: Clerk

cc: Honorable Susan D. Wigenton, U.S.D.J.