The following e-filed documents, listed by NYSCEF document number (Motion 009) 250, 251, 252, 253, 254, 263, 269, 270, 271, 272, 273, 281, 282 were read on this motion to/for AMEND CAPTION/PLEADINGS. DECISION ORDER ON MOTION Upon the foregoing documents, Complete Business Solutions Group, LLC and New York Unity Factor, LLC’s (the Counterclaim Plaintiffs) motion for leave to file an amended answer with counterclaims (the Proposed Counterclaims; NYSCEF Doc. No. 254) is granted. The Relevant Facts and Circumstances Familiarity with the facts is presumed (see Mtn. Seq. Nos. 005, 007). The Counterclaim Plaintiffs now seek leave to file their Proposed Counterclaims against Dual Diagnosis Treatment Center, Inc. d/b/a/ Sovereign Health of California d/b/a Sovereign Health Group and Tonmoy Sharma (collectively, Dual Diagnosis) for: (i) breach of contract, (ii) breach of guaranty, (iii) conversion, and (iv) unjust enrichment. In sum and substance, the Counterclaim Plaintiffs seek to recover sums allegedly due from Dual Diagnosis pursuant to three merchant cash advance agreements, dated February 28, 2018, May 1 2018, and June 29, 2018 respectively, each by and between the Dual Diagnosis and Broadway Advance LLC a/k/a Broadway Advance Funding (the MCA Agreements; NYSCEF Doc. Nos. 4, 6, 7), whereby Broadway Advance LLC extended a loan to Dual Diagnosis by purchasing future account receivables of Dual Diagnosis. Mr. Sharma also signed a personal guaranty that covered the obligations of Dual Diagnosis under the MCA Agreements. The Counterclaim Plaintiffs allege that the rights, duties, and obligations of Broadway Advance LLC under the MCA Agreements were then assigned to Complete Business Solutions Group, LLC and ultimately New York Unity Factor, LLC pursuant to two Assignment Agreements (i) dated June 29, 2018, by and between Broadway Advance LLC as assignor and Complete Business Solutions Group Inc. as assignee and (ii) dated June 30, 2018, by and between Complete Business Solutions Group Inc. as assignor and New York Unity Factor, LLC as assignee (the Assignment Agreements; NYSCEF Doc. Nos. 73, 74). The Counterclaim Plaintiffs allege that they were authorized by the MCA Agreements to debit Dual Diagnosis’s bank accounts for repayment of the loan, but from July 5, 2018 onwards, Dual Diagnosis restricted access to their receivables, which left the Counterclaim Plaintiffs unable to recover a portion of the loan due under the MCA Agreements (NYSCEF Doc No. 254,
