Preview
SHEPPARD, MULLIN, RICHTER & HAMPTONLLP
A Limited Liability Partnership
Including Professional C: ions
JASON W. KEARNAGHAN, Cal. Bar No. 217498
HILARY A. HABIB, Cal. Bar No. 293431
in.com,
333 South Hope Street, 43rd Floor
Los Angeles, Califomia 90071-1422
Telephone: 213-620-1780
Facsimile: 213-620-1398
MELANIE M. HAMILTON, Cal. Bar No. 268037
mhamilton@: in.com
650 Town Center Drive, 10th Floor E-FILED
Costa Mesa, Califomia 92626-1993 2/11/2021 9:19 AM
Telephone: 714-513-5100 Superior Court of California
Facsimile: 714-513-5130 County of Fresno
10 By: |. Herrera, Deputy
Attomeys for Defendants
11 INTEGRATED PRESCRIPTION MANAGEMENT,
INC., WALTER TROY COLLINS, and RICHARD
12 ADAMS
13
SUPERIOR COURT OF THE STATE OF CALIFORNIA
14
FOR THE COUNTY OF FRESNO
15
MICHELLE LITTLEWOOD, Case No. 20CECG03708
16
Plaintiff, Assigned to: Hon. D. Tyler Tharpe
17 Dept: 501
vs.
18 DECLARATION OF RICHARD ADAMS IN
INTEGRATED PRESCRIPTION SUPPORT OF DEFENDANTS INTEGRATED
19 MANAGEMENT, INC., a Delaware PRESCRIPTION MANAGEMENT, INC.,
corporation, COURT SQUARE CAPITAL WALTER TROY COLLINS, AND RICHARD
20 PARTNERS, L.P., a Delaware limited ADAMS’ PETITION TO COMPEL
partnership, WALTER TROY COLLINS, an
individual, RICHARD ADAMS, an ARBITRATION AND STAY ALL CIVIL
21 PROCEEDINGS
individual, and Does 1 through 20, inclusive,
22
Defendants. [Filed concurrently with Notice of Petition and
23 Petition; Memorandum of Points and Authorities;
Declaration of Hilary A. Habib; and Proposed Order]
Heart:
25 Date: July 20, 2021
Time: 3:30 p.m.
26 Location: Dept. 501
27 Complaint Filed: December 23, 2020
Trial Date: None Set
28
SMRH:4843-1353-2122.3 DECLARATION OF RICHARD ADAMS ISO DEFENDANTS’ PETITION TO
IMPEL ARBITRATION
DECLARATION OF RICHARD ADAMS
I, Richard Adams, declare as follows:
1 I have personal knowledge of the facts set forth herein, which are known by me to
be true and correct, and if called as a witness, I could and would competently testify thereto.
2 Integrated Prescription Management, Inc. (“IPM”) is a pharmacy benefits
management company based in Fresno, California. I am currently the President and Chief
Operating Officer of IPM. I have held this position since January 1, 2021. From October 2019 to
December 2020, I held the position of Chief Operating Officer. I have worked exclusively at
10 IPM’s Fresno location since May 1, 2020. Prior to this, I divided my time between Oregon and
11 Fresno. In my position, I have access to business records for IPM, including contracts and
12 employee personnel materials, which are maintained in the regular course of business and which
13 record events that occurred at or near the time the writings were created. I have reviewed the
14 personnel file of Plaintiff Michelle Littlewood (“Plaintiff”) to prepare this declaration. I did not
15 find any irregularities in this file, and its contents appear accurate to me. I have also reviewed
16 CoreHR Team’s contract for services with IPM.
17
18 3 In 2018, IPM retained CoreHR Team to provide it with human resources consulting
19 services. Plaintiff, co-founder of CoreHR Team, worked closely with IPM to ensure that its
20 employment related documents (including its arbitration agreement) complied with state and federal
21 law and assisted with onboarding new employees. Attached hereto as Exhibit A is a true and
22 correct copy of IPM’s contract with CoreHR Team.
23
24 4. Plaintiff worked as the Chief Talent Officer at IPM’s Fresno location. Her first day
25 of work was January 2, 2020. At that time, she reported to me.
26
27 5 As the President and Chief Operating Officer of IPM, I am familiar with the
28 onboarding process for new hires. It is standard practice for a Human Resources representative to
2-
SMRH:4843-1353-2122.3 DECLARATION OF RICHARD ADAMS ISO DEFENDANTS’ PETITION TO
OMPEL ARBITRATION
present the new employee with new hire materials, including the arbitration agreement, at the
beginning of their of employment for the employee to review, sign, and return. The completed
new hire paperwork, including the arbitration agreement, is maintained in the ordinary course of
business in the employee’s personnel file. In accordance with this standard practice, Plaintiff was
provided with the arbitration agreement (titled “Alternative Dispute Resolution” agreement and
referred to herein as the “Agreement”) shortly after she began work. She signed and dated the
Agreement on January 6, 2020. A true and correct copy of the Agreement signed by Plaintiff on
January 6, 2020 is attached hereto as Exhibit B.
10 6 In Plaintiff's position as Chief Talent Officer, she acted as the “head” of Human
11 Resources. It was her responsibility to review and approve IPM’s Agreement and sign each
12 employee’s Agreement on behalf of IPM or to ensure that it was done.
13
14 7. IPM provides services to both California and non-California residents. IPM is
15 headquartered in Fresno, California and maintains regional offices in Dallas, Texas and Atlanta,
16 Georgia. IPM is a full-service pharmacy benefit manager and acts as an intermediary between
17 employers and pharmacies. IPM regularly provides its services to companies throughout the
18 United States.
19
20 I declare under penalty of perjury under the laws of the State of California that the
21 foregoing is true and correct.
22
23 Executed February 5, 2021, at Fresno, California.
24
25
Zick Adams
26
RICHARD ADAMS
27
28
3.
SMRH:4843-1353-2122.3 DECLARATION OF RICHARD ADAMS ISO DEFENDANTS’ PETITION TO
COMPEL ARBITRATION
EXHIBIT A
i
~ ~ > = 34
= = =
= rm
a. = s
= >1
= ei
S a 3
a mo = 2 s = 3
wn
2 2
= 2 o
3 iS,
s.
a 2,
S Ie =
3 ee oD 2. —-
ci4 s.
ip
= 2 s. in =
s s. s
= =
2
=
g
a
|
g =
Zz s
a es
z
a
= Zz
2 3
2 a
=
a
@)
a
= 3
s
=
a = a0
om
ad
2
oZa
i
=
=
we x mn
2
> .
oc
a a s.
a s. 2
a
=.
a
s.
=
2
3
2.
=
=
2.
2 a
A
2
=.
8
' at D
am
Pe
20
i
=
3B =
=
2
a =.
S.
s.
s
2
Zz
ah
5,
a
S
6
»
3
= &
am
fe
a
i
= x
28
2 = iS.
3. in cs is
3.
SR=e Is. 5, =
g =
3 et.
te, z
2 = in
&
= a 3. s
=
g gs
8, 5 =
2.
= a a
x
g s. & =
is = @ a
®, =
ma < eS
= = a s z =
2. x,
s
2 ict 2 a a
=
=
5. a s
3> =
=
. = os
2
8 = =
s =
a = =. og
= 2 =
sk
2. a
a, a 2
2, 2 2 3
3. 2 4 et 2
4 2
2 a
=
2 2
=. a,
zz
= 5
=
2
wo,
=
=
=
a
= 5. is,
s, = 2.
2 g
> =
z a
S
2. =
ict
x 2.
2
2 2.
le B. 2.
& s
a
=
g
2
=
s
=
2
3
°)
on y
58
=m ox
20
EXHIBIT B
INTEGRATED
PRESCRIPTION
MANAGEMENT
Alternative Dispute Resolution
This Alternative Dispute Resolution Agreement (“Agreement”) is between Integrated Prescription
Management (the "Company”) and you. This Agreement serves as the exclusive remedy for any dispute
arising out of the employment relationship between the Company and you, except for those claims
specifically excluded by this agreement or prohibited by law. All such disputes shall be submitted to
arbitration pursuant to the provisions of the Federal Arbitration Act (9 U.S. C. Section 1 and following),
if applicable, or the provisions of Title 9 of Part Ill of the California Code of Civil Procedure beginning at
Section 1280, or any later successor or replacement statutes.
Disputes covered by this Agreement shall include all events occurring between the Company and you,
including the termination of the employment relationship. By agreeing to arbitrate these disputes, you
and the Company are waiving the right to a jury trial on those claims permitted by law to be arbitrated.
The Company and you agree that this Agreement shall apply whether the dispute involves a cause of
action in contract, in tort, or based on any other legal theory or statute, including, but not limited to the
California Fair Employment and Housing Act, the Family Medical Leave Act, the California Family Rights
Act, Title Vil of the Civil Rights Act of 1964, the Age Discrimination in Employment Act, the Americans
with Disabilities Act, or any other federal, state or local act or statute lawfully subject to arbitration.
The only disputes between the Company and you that shall not be subject to final and binding
arbitration are claims and disputes under the California workers’ compensation laws, the California
unemployment insurance laws, the Uniform Trade Secrets Act, the California Private Attorney General
Act, class action claims not lawfully subject to arbitration, claims that would violate section 8(a)(1) of the
National Labor Relations Act, and the seeking by either party of a temporary restraining order or
preliminary injunction.
Nothing in this agreement shall be construed as precluding any employee from filing a charge or
complaint with the Equal Employment Opportunity Commission (EEOC), or any other similar state or
federal agency seeking administrative resolution of a dispute or claim. However, any claim that cannot
be resolved administratively through such an agency shall be subject to this arbitration policy.
The arbitration shall be conducted pursuant to the Employment Dispute Resolution Rules and
Regulations of the American Arbitration Association. Any request for arbitration must be made in
writing within the limitations period pertaining to the asserted claim or claims. Both the Company and
you will participate in selecting the arbitrator. The arbitrator shall be able to award any remedy
normally available through a civil proceeding.
Either you or the Company may bring an action in court to compel arbitration under this arbitration
provision and to enforce an arbitration award. Otherwise, neither party shall initiate or prosecute any
lawsuit or administrative action in any way related to any dispute subject to arbitration.
Alternative Dispute Resolution
IPM
You and the Company shall be entitled to discovery sufficient to adequately arbitrate the claim,
including access to essential documents and witnesses, as determined by the arbitrator(s) and subject to
limited judicial review pursuant to California Code of Civil Procedure section 1286.2. The arbitrator shall
apply the substantive law of California, or federal law, or both, as applicable to the claim or claims
asserted. All remedies available in a court of law shall be available to the employee by way of the
arbitration. The arbitrator shall issue a written decision that will provide the essential findings, facts,
law, and conclusions on which any award is based.
The arbitration shall be final and binding upon all the parties and shall be enforceable to the extent
permitted by law. Unless the arbitrator orders otherwise, each party shall be responsible for
compensating their attorneys and witnesses and bearing any other costs incurred by them, except that
the employee will not be responsible for any costs not normally incurred during litigation. The Company
shall be responsible for the cost of the arbitration, hearing room and official transcript, including
arbitration fees. Venue for any arbitration pursuant to this policy shall be held in Fresno County, unless
prohibited by law.
Nothing in this Agreement changes the at-will employment relationship between you and the Company.
Employee Name (Printed): Yuebo|le Littlessood
Employee Signature: Z a
vate //WfAo
Company Representative’s Name (Printed)
Company Representative’s Signature:
Date:
Alternative Dispute Resolution
IPM
Preview
SHEPPARD, MULLIN, RICHTER & HAMPTONLLP A Limited Liability Partnership Including Professional C: ions JASON W. KEARNAGHAN, Cal. Bar No. 217498 HILARY A. HABIB, Cal. Bar No. 293431 in.com, 333 South Hope Street, 43rd Floor Los Angeles, Califomia 90071-1422 Telephone: 213-620-1780 Facsimile: 213-620-1398 MELANIE M. HAMILTON, Cal. Bar No. 268037 mhamilton@: in.com 650 Town Center Drive, 10th Floor E-FILED Costa Mesa, Califomia 92626-1993 2/11/2021 9:19 AM Telephone: 714-513-5100 Superior Court of California Facsimile: 714-513-5130 County of Fresno 10 By: |. Herrera, Deputy Attomeys for Defendants 11 INTEGRATED PRESCRIPTION MANAGEMENT, INC., WALTER TROY COLLINS, and RICHARD 12 ADAMS 13 SUPERIOR COURT OF THE STATE OF CALIFORNIA 14 FOR THE COUNTY OF FRESNO 15 MICHELLE LITTLEWOOD, Case No. 20CECG03708 16 Plaintiff, Assigned to: Hon. D. Tyler Tharpe 17 Dept: 501 vs. 18 DECLARATION OF RICHARD ADAMS IN INTEGRATED PRESCRIPTION SUPPORT OF DEFENDANTS INTEGRATED 19 MANAGEMENT, INC., a Delaware PRESCRIPTION MANAGEMENT, INC., corporation, COURT SQUARE CAPITAL WALTER TROY COLLINS, AND RICHARD 20 PARTNERS, L.P., a Delaware limited ADAMS’ PETITION TO COMPEL partnership, WALTER TROY COLLINS, an individual, RICHARD ADAMS, an ARBITRATION AND STAY ALL CIVIL 21 PROCEEDINGS individual, and Does 1 through 20, inclusive, 22 Defendants. [Filed concurrently with Notice of Petition and 23 Petition; Memorandum of Points and Authorities; Declaration of Hilary A. Habib; and Proposed Order] Heart: 25 Date: July 20, 2021 Time: 3:30 p.m. 26 Location: Dept. 501 27 Complaint Filed: December 23, 2020 Trial Date: None Set 28 SMRH:4843-1353-2122.3 DECLARATION OF RICHARD ADAMS ISO DEFENDANTS’ PETITION TO IMPEL ARBITRATION DECLARATION OF RICHARD ADAMS I, Richard Adams, declare as follows: 1 I have personal knowledge of the facts set forth herein, which are known by me to be true and correct, and if called as a witness, I could and would competently testify thereto. 2 Integrated Prescription Management, Inc. (“IPM”) is a pharmacy benefits management company based in Fresno, California. I am currently the President and Chief Operating Officer of IPM. I have held this position since January 1, 2021. From October 2019 to December 2020, I held the position of Chief Operating Officer. I have worked exclusively at 10 IPM’s Fresno location since May 1, 2020. Prior to this, I divided my time between Oregon and 11 Fresno. In my position, I have access to business records for IPM, including contracts and 12 employee personnel materials, which are maintained in the regular course of business and which 13 record events that occurred at or near the time the writings were created. I have reviewed the 14 personnel file of Plaintiff Michelle Littlewood (“Plaintiff”) to prepare this declaration. I did not 15 find any irregularities in this file, and its contents appear accurate to me. I have also reviewed 16 CoreHR Team’s contract for services with IPM. 17 18 3 In 2018, IPM retained CoreHR Team to provide it with human resources consulting 19 services. Plaintiff, co-founder of CoreHR Team, worked closely with IPM to ensure that its 20 employment related documents (including its arbitration agreement) complied with state and federal 21 law and assisted with onboarding new employees. Attached hereto as Exhibit A is a true and 22 correct copy of IPM’s contract with CoreHR Team. 23 24 4. Plaintiff worked as the Chief Talent Officer at IPM’s Fresno location. Her first day 25 of work was January 2, 2020. At that time, she reported to me. 26 27 5 As the President and Chief Operating Officer of IPM, I am familiar with the 28 onboarding process for new hires. It is standard practice for a Human Resources representative to 2- SMRH:4843-1353-2122.3 DECLARATION OF RICHARD ADAMS ISO DEFENDANTS’ PETITION TO OMPEL ARBITRATION present the new employee with new hire materials, including the arbitration agreement, at the beginning of their of employment for the employee to review, sign, and return. The completed new hire paperwork, including the arbitration agreement, is maintained in the ordinary course of business in the employee’s personnel file. In accordance with this standard practice, Plaintiff was provided with the arbitration agreement (titled “Alternative Dispute Resolution” agreement and referred to herein as the “Agreement”) shortly after she began work. She signed and dated the Agreement on January 6, 2020. A true and correct copy of the Agreement signed by Plaintiff on January 6, 2020 is attached hereto as Exhibit B. 10 6 In Plaintiff's position as Chief Talent Officer, she acted as the “head” of Human 11 Resources. It was her responsibility to review and approve IPM’s Agreement and sign each 12 employee’s Agreement on behalf of IPM or to ensure that it was done. 13 14 7. IPM provides services to both California and non-California residents. IPM is 15 headquartered in Fresno, California and maintains regional offices in Dallas, Texas and Atlanta, 16 Georgia. IPM is a full-service pharmacy benefit manager and acts as an intermediary between 17 employers and pharmacies. IPM regularly provides its services to companies throughout the 18 United States. 19 20 I declare under penalty of perjury under the laws of the State of California that the 21 foregoing is true and correct. 22 23 Executed February 5, 2021, at Fresno, California. 24 25 Zick Adams 26 RICHARD ADAMS 27 28 3. SMRH:4843-1353-2122.3 DECLARATION OF RICHARD ADAMS ISO DEFENDANTS’ PETITION TO COMPEL ARBITRATION EXHIBIT A i ~ ~ > = 34 = = = = rm a. = s = >1 = ei S a 3 a mo = 2 s = 3 wn 2 2 = 2 o 3 iS, s. a 2, S Ie = 3 ee oD 2. —- ci4 s. ip = 2 s. in = s s. s = = 2 = g a | g = Zz s a es z a = Zz 2 3 2 a = a @) a = 3 s = a = a0 om ad 2 oZa i = = we x mn 2 > . oc a a s. a s. 2 a =. a s. = 2 3 2. = = 2. 2 a A 2 =. 8 ' at D am Pe 20 i = 3B = = 2 a =. S. s. s 2 Zz ah 5, a S 6 » 3 = & am fe a i = x 28 2 = iS. 3. in cs is 3. SR=e Is. 5, = g = 3 et. te, z 2 = in & = a 3. s = g gs 8, 5 = 2. = a a x g s. & = is = @ a ®, = ma < eS = = a s z = 2. x, s 2 ict 2 a a = = 5. a s 3> = = . = os 2 8 = = s = a = =. og = 2 = sk 2. a a, a 2 2, 2 2 3 3. 2 4 et 2 4 2 2 a = 2 2 =. a, zz = 5 = 2 wo, = = = a = 5. is, s, = 2. 2 g > = z a S 2. = ict x 2. 2 2 2. le B. 2. & s a = g 2 = s = 2 3 °) on y 58 =m ox 20 EXHIBIT B INTEGRATED PRESCRIPTION MANAGEMENT Alternative Dispute Resolution This Alternative Dispute Resolution Agreement (“Agreement”) is between Integrated Prescription Management (the "Company”) and you. This Agreement serves as the exclusive remedy for any dispute arising out of the employment relationship between the Company and you, except for those claims specifically excluded by this agreement or prohibited by law. All such disputes shall be submitted to arbitration pursuant to the provisions of the Federal Arbitration Act (9 U.S. C. Section 1 and following), if applicable, or the provisions of Title 9 of Part Ill of the California Code of Civil Procedure beginning at Section 1280, or any later successor or replacement statutes. Disputes covered by this Agreement shall include all events occurring between the Company and you, including the termination of the employment relationship. By agreeing to arbitrate these disputes, you and the Company are waiving the right to a jury trial on those claims permitted by law to be arbitrated. The Company and you agree that this Agreement shall apply whether the dispute involves a cause of action in contract, in tort, or based on any other legal theory or statute, including, but not limited to the California Fair Employment and Housing Act, the Family Medical Leave Act, the California Family Rights Act, Title Vil of the Civil Rights Act of 1964, the Age Discrimination in Employment Act, the Americans with Disabilities Act, or any other federal, state or local act or statute lawfully subject to arbitration. The only disputes between the Company and you that shall not be subject to final and binding arbitration are claims and disputes under the California workers’ compensation laws, the California unemployment insurance laws, the Uniform Trade Secrets Act, the California Private Attorney General Act, class action claims not lawfully subject to arbitration, claims that would violate section 8(a)(1) of the National Labor Relations Act, and the seeking by either party of a temporary restraining order or preliminary injunction. Nothing in this agreement shall be construed as precluding any employee from filing a charge or complaint with the Equal Employment Opportunity Commission (EEOC), or any other similar state or federal agency seeking administrative resolution of a dispute or claim. However, any claim that cannot be resolved administratively through such an agency shall be subject to this arbitration policy. The arbitration shall be conducted pursuant to the Employment Dispute Resolution Rules and Regulations of the American Arbitration Association. Any request for arbitration must be made in writing within the limitations period pertaining to the asserted claim or claims. Both the Company and you will participate in selecting the arbitrator. The arbitrator shall be able to award any remedy normally available through a civil proceeding. Either you or the Company may bring an action in court to compel arbitration under this arbitration provision and to enforce an arbitration award. Otherwise, neither party shall initiate or prosecute any lawsuit or administrative action in any way related to any dispute subject to arbitration. Alternative Dispute Resolution IPM You and the Company shall be entitled to discovery sufficient to adequately arbitrate the claim, including access to essential documents and witnesses, as determined by the arbitrator(s) and subject to limited judicial review pursuant to California Code of Civil Procedure section 1286.2. The arbitrator shall apply the substantive law of California, or federal law, or both, as applicable to the claim or claims asserted. All remedies available in a court of law shall be available to the employee by way of the arbitration. The arbitrator shall issue a written decision that will provide the essential findings, facts, law, and conclusions on which any award is based. The arbitration shall be final and binding upon all the parties and shall be enforceable to the extent permitted by law. Unless the arbitrator orders otherwise, each party shall be responsible for compensating their attorneys and witnesses and bearing any other costs incurred by them, except that the employee will not be responsible for any costs not normally incurred during litigation. The Company shall be responsible for the cost of the arbitration, hearing room and official transcript, including arbitration fees. Venue for any arbitration pursuant to this policy shall be held in Fresno County, unless prohibited by law. Nothing in this Agreement changes the at-will employment relationship between you and the Company. Employee Name (Printed): Yuebo|le Littlessood Employee Signature: Z a vate //WfAo Company Representative’s Name (Printed) Company Representative’s Signature: Date: Alternative Dispute Resolution IPM