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COMMONWEALTH OF MASSACHUSETTS
SUFFOLK, SS. SUPERIOR COURT DEPARTMENT
BUSINESS LITIGATION SESSION
CIVIL ACTION NO. 2084-CV-02375-
BLSI | |
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TRANSFORMATIVE HEALTHCARE, INC.) - ow 5
and FALLON AMBULANCE SERVICES, LLC, ) | 5 Bok :
) | . BBS a8 °
Plaintiffs, ) : ar a Dm Oe
) | s6 OT me
“ ) $a £ am
) | Se 0 SS
PARICK SEAN TYLER and RANDSECO, LLC, ) : #2 ~ 3g
) 1 me o RS
Defendants. ) I : pee sO
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DEFENDANTS’ MOTION TO AMEND TO ADD GOUNTERCLAIMS
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Pursuant to Mass. R. Civ. P. 15(a), Defendants Patrick Sean Tyler and Randseco, LLC
(“Defendants”) seek leave to file Counterclaims in the form attached hereto a8 Exhibit 1, In
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support hereof, Defendants state as follows: |
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Plaintiffs filed their Complaint in this action on October 16, 2020. Defendants
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time, Defendants
did not file any Counterclaims. !
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Since the Complaint was filed, the parties have engaged in discovery, including
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responding to document requests and interrogatories, which havejrevealed nee facts supporting
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filed their Answer with Affirmative Defenses on November 16, 2020: at that
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2.
Defendants’ proposed Counterclaims, \
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3. This Court has yet to set a tracking order for this matter, as such there is currently
no deadline for Rule 15(a) motions.foo |
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4, Mass. R. Civ. P. 15(a) states that amendments shall be “freely given when justice
so requires,” This includes the addition of new claims, See 6 Mass. Prac. Rules Practice R, 15
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(2d ed.). |
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5. “A motion to amend , . , should be allowed unless sone good feason exists for
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denying it.” Clean Harbors Enviro. Serv., Inc. v. Sheppard, No. 1784-cv-02013-BLS2, 2018
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WL 1041424 (Suffolk Sup. Ct. Jan. 8, 2018); see also Castellucct v. United States Fidelity &
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Guarnty Co., 372 Mass, 288, 288 (1977) (“The express tendency is in favor of allowing
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amendments, and a motion to amend should be allowed unless some good redoon appears for
denying it.”).
6. The proposed Counterclaims are not futile because they would survive a motion
to dismiss. See generally Johnston v. Box, 452 Mass. 569, 583 (2009) (“Coutts are not required
to grant a motion to amend prior pleadings where the proposed ahendment . . is futile.”).
7. No Plaintiff will be unfairly prejudiced by the addition of the Proposed new
claims, and the addition of them will not delay the proceedings in any way, as discovery has just
begun, and no depositions have occurred. '
8. In light of the discretionary nature of the relief requested herein, no
accompanying memorandum of law is necessary.
WHEREFORE, Defendants respectfully request that this Court:
A, Allow this motion and grant Defendants leave to file Counterclaims in the form
attached hereto as Exhibit 1; and
B. Grant Defendants such other and further relief as the Court dems just and
appropriate.
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|Respectfully submitled
PATRICK SEAN vier and
RANDSECO, LLG t
By their attorneys, | | |
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ts/ Shepard Davidson
Shepard Davidson (BBO #557082)
sdavidson@burnslev. com .
Laura Lee Mittelman (BBO #689752)
Imittelman@bumslev. com,
Burns & Levinson uLp. !
125 High Street |! '
Boston, MA 02110 :
617-345-3000 1
Dated: January 13, 2021 ' |
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SUPERIOR COURT RULE 9C CERIIICATE
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I, Shepard Davidson, hereby certify that on January 12, ago, I confetred with opposing
counsel in good faith to narrow the issues raised in this motion.
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ts/ Shepard Davidson |
po
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CERTIFICATE OF SERVICE |
I, Laura Lee Mittelman, hereby certify that on January 13} 2021 I served a true and
accurate copy of the foregoing document on the following counsel of record via email and U.S.
Mail.
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Michael P, Boudett : .
Nicholas C. Theodorou ‘ !
Erin Josva Olesen |
Foley Hoag LLP . |
155 Seaport Boulevard . |
Boston, MA 02210 ‘ 1
mboudett@foleyhoag.com ‘ |
ntheodorou@foleyhoag.com ys '
colesen@foleyhoag.com
4831-7220-6806.1Exhibit 1COMMONWEALTH OF MASSACHUSETTS
1
SUFFOLK, SS. SUPERIOR| COURT DEPARTMENT
BUSINESS LITIGATION SESSION
CIVIL ACTION NO. 2084-CV-02375-
BLSI
TRANSFORMATIVE HEALTHCARE, INC.
and FALLON AMBULANCE SERVICES, LLC,
Plaintiffs,
vy.
PARICK SEAN TYLER and RANDESCO, LLC,
Defendants.
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)
)
)
)
)
)
)
)
)
)
)
)
DEFENDANTS’ COUNTERCLAIM :
Patrick Sean Tyler (“Mr. Tyler”) and Randseco, LLC (-Randseco”) bring these
counterclaims for abuse of process and deceptive and unfair acts and practices because
Transformative Healthcare, Inc. (“Transformative”) and Fallon Ambulance Services, LLC
(“Fallon”) initiated litigation based on allegations that they knew’or should have known are false
and for the ulterior purpose of impeding Mr. Tyler and Randseco}s competitive businesses.
Indeed, even though Mr. Tyler and Randseco have proven to Transformative and Fallon that
their linchpin allegations are not true, they have refused to dismiss their baseless claims and
continue to pursue Mr. Tyler and Randseco in order to wreak havoc on their reputations and
businesses. 1
THE PARTIES
1. Mr. Tyler is an individual residing in Abington, Massachusetts.2. Randseco is a Delaware limited liability company jwith a pringipal place of
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business in Boston, Massachusetts.
3. Transformative is a Delaware corporation with a principal plage of business in
Wellesley Hills, Massachusetts. On information and belief, Transformative ig owned by
Kamylon Holdings, LLC (“Kamylon”), a Delaware company, whose manages are Richard
Spencer (“Mr. Spencer”) and Charles Lelon (“Mr. Lelon”). : '
4. Fallon is a Massachusetts limited liability company that is whglly owned by
Transformative and has a principal place of business in Quincy, Massachusetts,
FACTS a
3. Mr. Tyler has been a leader in the EMS and ambulance commbnities for over 20
years. From 1994 through 2000, he acted as an EMT for the City of Boston ahd as a paramedic
for the South Shore Hospital. In 2000, Mr. Tyler became a member of the Meopotitan Boston
Emergency Medical Services Council, Inc., an agency designated by the Department of Public
Health to coordinate the delivery of emergency medical services within the shy-one cities and
towns comprising the Metropolitan Boston Area, In 2012, Mr. Tyler was nanjed Chairman of the
Board and President of that organization, a position he still holds today. In 2005, Mr. Tyler
became a member of the Massachusetts Ambulance Association, a position he still holds today.
In 2011, Mr. Tyler was appointed by Governor Deval Patrick to the Commonhvealth’s 911
Commission, an organization providing advice on all matters regarding enhanced 911 services in
the Commonwealth. Mr. Tyler held that position for more than seven years.
6. In January of 2001, Mr. Tyler became Executive Vice President and Chief
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Operating Officer of Fallon. Mr. Tyler never had any non-compete, non-solicitation or other
restrictive covenant agreement with Fallon. ‘ '7. In or about October of 2015, and with Fallon’s full
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I knowledge, Mr. Tyler formed
Randseco, a company that deploys integrated software solutions to bridge cofnmunication gaps
between healthcare providers and those who transport patients in
8.
“Server”) to use in connection with its business. The Server conta
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need of heatthcare,
In or about September of 2016, Randseco purchased a computtr server (the
ins{Randse¢o’s intellectual
property, including its code base, and is exclusively used by Randseco for the purposes of
developing and testing its code.
9. Shortly thereafter, Mr. Tyler contacted Fallon’s V
Services and Information Technology, James Harris (“Mr. Harris;
store the Server at Fallon’s offices, as a matter of convenience.
ce President for Information
"), and asked if Randseco could
r. Harris agreed and, in or
1
about November of 2016, the Server was shipped to Fallon’s headquaiters and stored there.
10,
connection, the Server never was connected to Fallon’s computer system.
While the Server was plugged into a wall outlet and used F alldn’s wifi
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11. In or about March of 2018, Transformative purchased Fallon, and Mr, Tyler
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became Transformative’s President and Chief Executive Officer.
compete, non-solicitation or other restrictive covenant agreement!
12,
In or about 2018, Priority Ambulance, LLC (“Priori
Mr. Tyler aver had any non-
t |
with Transformative.
: I
ty”), a national ambulance and
EMS company, expressed an interest in purchasing sranformatie from Kartylon. While there
1
were months of negotiations, Priority ultimately decided not to pursue-an acquisition of
Transformative,
13.
independently began discussions with Randseco about investing it
fruit, and in June of 2020 Priority purchaséd a minority interest in
Sometime after Priority entered into negotiations with, Transformative, Priority
. t .
in it: Those discussions bore
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Randseco, \i i
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14, By late February of 2020, Mr. Tyler began scusion to leave Transformative
hs
because he felt that Messrs. Lelon and Spencer, who were controlling the company, were not fair
and honest business people. Those discussions were suspended shortly after they began,
however, as Mr. Tyler felt duty-bound not to leave just as the covmis paridemic was
beginning to rage. When discussions began again in the Summer of 2020, Messrs. Lelon and
Spencer tried to convince Mr. Tyler to stay, but they repeatedly misled and lied to him.
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Eventually, on October 6, 2020, Mr. Tyler felt he had no choice but to resign} which he did.
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15. Mr, Tyler notified Mr. Harris (still Fallon’s IT Director) that he (Mr. Tyler) was
resigning and wanted to retrieve Randseco’s Server from Fallon’s offices, Atj4:16 P.M. on
October 7, 2020, Mr. Harris sent a text to Mr. Spencer, saying: whe Ranseco isi] folks would
like to pick up their development server, which they own and isn/t on our network.” (Emphasis
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added.) At or just before 5:00 P.M. Mr. Tyler arrived at Fallon’s offices, but he never went
inside, Instead, Mr. Harris retrieved the Randseco Server and brought it outside to Mr, Tyler.
Thereafter, Mr. Spencer responded to Mr. Harris’ initial text, and Mr. Harris teplied: “[H]aving
not heard from you, I have already given them the [Server]. It was sotely their property, with no
connection to our network, and | was glad to get rid of it and free up the space.” (Emphasis
added.) oy
16. Nine days later, Transformative and Fallon filed their Complaint in this action,
which is based on a host of allegations that Fallon and/or Transformative unqbestionably knew at
the time were false. With respect to other false allegations, Fallon and Transformative either
knew they were false or did not take reasonable measures to investigate their ‘veracity:
¢ Paragraphs 22 and 23 of the Complaint falsely allege that Mr, Tyler entered Fallon’s
headquarters on October 7, 2020, went to the server roomjand rémoved the Server. To the
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contrary, and as Mr. Harris has confirmed, he brought the/Server out tb Mr. Tyler, and
Mr. Tyler never entered Fallon’s headquarters on October 7, 2020. '
Paragraph 23 of the Complaint falsely alleges that “Fallon and Transformative are not
aware of any facts or information suggesting that Tyler or Randseco owned. or paid for
the server.” Mr, Harris’ texts to Mr. Spencer confirm that Fallon and/be Transformative
knew that this allegation was false at the time the Complaint was filed.
Paragraph 25 of the Complaint falsely alleges that: )
[The] server that Tyler took contained a copy, of the Fallon licensed
STATCall program and Mobile Data Terminal interface. It also contained
extensive associated data specific to Fallon’s use of those programs. In
particular, the server contained code that would allow Randseto and Tyler
to disable Fallon’s use of those programs. Randseco and Tyler Would not be
able to prevent Fallon from using the software without the,data on the
server. ‘
Either Transformative and Fallon knew these allegations to be false al the time they filed
the Complaint, or they did not take the simple step of asking Mr, Hants to confirm them.
Paragraphs 26 and 27 of the Complaint falsely state that the data on the Server would
enable Randseco and Mr. Tyler to revoke Fallon’s “API” keys, effectively locking Fallon
out of its ability to utilize software it licensed from Randseco. Either Transformative and
Fallon knew these allegations to be false at the time they filed the Complaint, or they did
not take the simple step of asking Mr. Harris to confirm them. 1
Paragraph 42 of the Complaint falsely states that “Tyler also downloaded and/or
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transferred [Fallon’s confidential] files to a personal device of his so that he could use it
for Randseco and Priority’s benefit.” Either Transformative and Fallon knew these
allegations to be false at the time they filed the Complaint, or they did, not undertake a
* simple forensic investigation that would have confirmed the falsity oflthese allegations,
DO¢ Paragraph 44 of the Complaint falsely states that:
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Tyler told [a Fallon] client whose information had been deleted that he
chose to leave Fallon because the new owners (ie., Transformative) were
refusing the resources necessary to serve that client, despite Tyler’s requests
for them to provide those resources, to the point where it would not be able
to meet its contractual obligations.
Either Transformative and Fallon knew these allegations
to be false at the time they filed
the Complaint, or they did not engage in a reasonable effort to learn the truth by
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speaking with the client at issue,
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e Paragraph 71 of the Complaint falsely states that “Tyler misappropriated Fallon’s trade
secrets by deleting them ....” Either Transformative and Fallon knew these allegations to
be false at the time they filed the Complaint, or they did ni
ot undertake a simple forensic
investigation that would have confirmed the falsity of these allegations.
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23. On information and belief, in or about 2018, Transformative’s|parent company,
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Kamylon, purchased an equity interest in Acuity Link Corp. (“Acuity”), which is a competitor of
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Randseco. Kamylon’s Managers, Messrs. Spencer and Lelon, are
directors,
a
members of Acuity’s board of
24, Transformative and Fallon know that Mr. Tyler has not entered into any non-
compete, non-solicit or other restrictive covenant with either of t
em that would prevent him
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from competing against them or their affiliates. This lawsuit against Mr. Tyler and Randseco was
instituted for the ulterior purposes of, inter alia, (i) seeking to harm Raridseod’s and Mr. Tyler’s
reputations and impede them from effectively competing against
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Transformative; and (ii)
impeding Priority’s - Randseco’s equity holder — from expanding into markels that compete with
Fallon and/or Transformative.25.
Complaint and/or summarized or repeated its false allegations to
After this lawsuit was filed, Transformative and/or Fallon provided copies of the
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various people in the EMS,
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ambulance and healthcare communities in an effort to harm Mr, Tyler’s and Randseco’s business
reputations, Transformative and/or Fallon have continued to do so despite an express demand
that they cease and desist from such conduct.
COUNTERCLAIM I
(Abuse of Process)
24, Mr. Tyler and Randseco repeat and incorporates h
allegations set forth above.
25. Fallon and Transformative have used lawful proce:
26. As aresult of the Fallon and Transformative’s abu:
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erein by refkeace the
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ss for ulterior purposes.
se of process, Mr. Tyler and
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Randseco have been injured and suffered damages and will continue to suffey damages by having
to incur legal fees associated with this litigation.
COUNTERCLAIM II
(Violations of M.G.L. c. 93A)
27.
allegations set forth above.
28.
constitutes unfair or deceptive acts or practices in violation of M.
29, The unfair and/or deceptive acts or practices of Fa
Mr. Tyler and Randseco repeat and incorporates herein by reference the
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The conduct of Fallon and Transformative, as set forth above and/or otherwise,
GL. ¢. 934.
Ilon and Transformative were
engaged in knowingly and willfully, were undertaken in the course of trade or business and such
conduct occurred primarily and substantially in Massachusetts.30. Asa direct and proximate result of the unfair and/or deceptivelacts or practices
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engaged in by Fallon and Transformative, Mr. Tyler and Randseco have been! injured and
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suffered damages.
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Bee ‘oa
WHEREFORE, Counterclaim Plaintiffs Patrick Scan Tyler and Randseco, LLC
respectfully pray that this Court:
a. Enter a judgment in favor of Patrick Sean Tyler and Randseco; LLC on all counts
of this Counterclaim;
b. Award Patrick Sean Tyler and Randseco, LLC all damages they prove at trial to
have suffered as a result of the conduct of Counterclaim Deferidants
Transformative Healthcare, Inc. and Fallon Ambulance Services, LLC;
c. Award Patrick Sean Tyler and Randseco, LLC triple damages pursuant to M.G.L.
Chapter 93; :
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d, Award Patrick Sean Tyler and Randseco, LLC all interest, costs, expenses and
attorneys’ fees they have incurred and will incur in connection! with this matter;
and '
e, Award Patrick Sean Tyler and Randseco, LLC such other and further relief as
justice may require.
JURY DEMAND , '
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COUNTERCLAIM PLAINTIFFS HEREBY DEMAND A TRIAL BY JURY
ON ALL CLAIMS SO TRIABLERespectfully submitted,
PATRICK SEAN TYLER and RANDSECO,
LLC
By their attorneys,
ts/ Shepard Davidson
Shepard Davidson (BBO #557082)
sdavidson@burnslev. com !
Laura Lee Mittelman (BBO #689752)
Imittelman@burnslev. com. i
Bums & Levinson LLP! J
125 High Street i
Boston, MA 02110 '
617-345-3000
Dated: January 13, 2021 !
Preview
8 COMMONWEALTH OF MASSACHUSETTS SUFFOLK, SS. SUPERIOR COURT DEPARTMENT BUSINESS LITIGATION SESSION CIVIL ACTION NO. 2084-CV-02375- BLSI | | | i TRANSFORMATIVE HEALTHCARE, INC.) - ow 5 and FALLON AMBULANCE SERVICES, LLC, ) | 5 Bok : ) | . BBS a8 ° Plaintiffs, ) : ar a Dm Oe ) | s6 OT me “ ) $a £ am ) | Se 0 SS PARICK SEAN TYLER and RANDSECO, LLC, ) : #2 ~ 3g ) 1 me o RS Defendants. ) I : pee sO ) RL. ) | : > | DEFENDANTS’ MOTION TO AMEND TO ADD GOUNTERCLAIMS | Pursuant to Mass. R. Civ. P. 15(a), Defendants Patrick Sean Tyler and Randseco, LLC (“Defendants”) seek leave to file Counterclaims in the form attached hereto a8 Exhibit 1, In : | support hereof, Defendants state as follows: | I Plaintiffs filed their Complaint in this action on October 16, 2020. Defendants ' \ time, Defendants did not file any Counterclaims. ! i Since the Complaint was filed, the parties have engaged in discovery, including . ! \ responding to document requests and interrogatories, which havejrevealed nee facts supporting 1. filed their Answer with Affirmative Defenses on November 16, 2020: at that | 2. Defendants’ proposed Counterclaims, \ 1 3. This Court has yet to set a tracking order for this matter, as such there is currently no deadline for Rule 15(a) motions.foo | hi po | 4, Mass. R. Civ. P. 15(a) states that amendments shall be “freely given when justice so requires,” This includes the addition of new claims, See 6 Mass. Prac. Rules Practice R, 15 | (2d ed.). | \ 5. “A motion to amend , . , should be allowed unless sone good feason exists for ' ! ! denying it.” Clean Harbors Enviro. Serv., Inc. v. Sheppard, No. 1784-cv-02013-BLS2, 2018 | ' WL 1041424 (Suffolk Sup. Ct. Jan. 8, 2018); see also Castellucct v. United States Fidelity & \ I I Guarnty Co., 372 Mass, 288, 288 (1977) (“The express tendency is in favor of allowing | ' amendments, and a motion to amend should be allowed unless some good redoon appears for denying it.”). 6. The proposed Counterclaims are not futile because they would survive a motion to dismiss. See generally Johnston v. Box, 452 Mass. 569, 583 (2009) (“Coutts are not required to grant a motion to amend prior pleadings where the proposed ahendment . . is futile.”). 7. No Plaintiff will be unfairly prejudiced by the addition of the Proposed new claims, and the addition of them will not delay the proceedings in any way, as discovery has just begun, and no depositions have occurred. ' 8. In light of the discretionary nature of the relief requested herein, no accompanying memorandum of law is necessary. WHEREFORE, Defendants respectfully request that this Court: A, Allow this motion and grant Defendants leave to file Counterclaims in the form attached hereto as Exhibit 1; and B. Grant Defendants such other and further relief as the Court dems just and appropriate. ' i 4 1 | | i | i I |Respectfully submitled PATRICK SEAN vier and RANDSECO, LLG t By their attorneys, | | | i ts/ Shepard Davidson Shepard Davidson (BBO #557082) sdavidson@burnslev. com . Laura Lee Mittelman (BBO #689752) Imittelman@bumslev. com, Burns & Levinson uLp. ! 125 High Street |! ' Boston, MA 02110 : 617-345-3000 1 Dated: January 13, 2021 ' | . 1 | SUPERIOR COURT RULE 9C CERIIICATE I I, Shepard Davidson, hereby certify that on January 12, ago, I confetred with opposing counsel in good faith to narrow the issues raised in this motion. | 1 ts/ Shepard Davidson | po 1 | i CERTIFICATE OF SERVICE | I, Laura Lee Mittelman, hereby certify that on January 13} 2021 I served a true and accurate copy of the foregoing document on the following counsel of record via email and U.S. Mail. 1 1 Michael P, Boudett : . Nicholas C. Theodorou ‘ ! Erin Josva Olesen | Foley Hoag LLP . | 155 Seaport Boulevard . | Boston, MA 02210 ‘ 1 mboudett@foleyhoag.com ‘ | ntheodorou@foleyhoag.com ys ' colesen@foleyhoag.com 4831-7220-6806.1Exhibit 1COMMONWEALTH OF MASSACHUSETTS 1 SUFFOLK, SS. SUPERIOR| COURT DEPARTMENT BUSINESS LITIGATION SESSION CIVIL ACTION NO. 2084-CV-02375- BLSI TRANSFORMATIVE HEALTHCARE, INC. and FALLON AMBULANCE SERVICES, LLC, Plaintiffs, vy. PARICK SEAN TYLER and RANDESCO, LLC, Defendants. ) ) ) ) ) ) ) ) ) ) ) ) ) DEFENDANTS’ COUNTERCLAIM : Patrick Sean Tyler (“Mr. Tyler”) and Randseco, LLC (-Randseco”) bring these counterclaims for abuse of process and deceptive and unfair acts and practices because Transformative Healthcare, Inc. (“Transformative”) and Fallon Ambulance Services, LLC (“Fallon”) initiated litigation based on allegations that they knew’or should have known are false and for the ulterior purpose of impeding Mr. Tyler and Randseco}s competitive businesses. Indeed, even though Mr. Tyler and Randseco have proven to Transformative and Fallon that their linchpin allegations are not true, they have refused to dismiss their baseless claims and continue to pursue Mr. Tyler and Randseco in order to wreak havoc on their reputations and businesses. 1 THE PARTIES 1. Mr. Tyler is an individual residing in Abington, Massachusetts.2. Randseco is a Delaware limited liability company jwith a pringipal place of | business in Boston, Massachusetts. 3. Transformative is a Delaware corporation with a principal plage of business in Wellesley Hills, Massachusetts. On information and belief, Transformative ig owned by Kamylon Holdings, LLC (“Kamylon”), a Delaware company, whose manages are Richard Spencer (“Mr. Spencer”) and Charles Lelon (“Mr. Lelon”). : ' 4. Fallon is a Massachusetts limited liability company that is whglly owned by Transformative and has a principal place of business in Quincy, Massachusetts, FACTS a 3. Mr. Tyler has been a leader in the EMS and ambulance commbnities for over 20 years. From 1994 through 2000, he acted as an EMT for the City of Boston ahd as a paramedic for the South Shore Hospital. In 2000, Mr. Tyler became a member of the Meopotitan Boston Emergency Medical Services Council, Inc., an agency designated by the Department of Public Health to coordinate the delivery of emergency medical services within the shy-one cities and towns comprising the Metropolitan Boston Area, In 2012, Mr. Tyler was nanjed Chairman of the Board and President of that organization, a position he still holds today. In 2005, Mr. Tyler became a member of the Massachusetts Ambulance Association, a position he still holds today. In 2011, Mr. Tyler was appointed by Governor Deval Patrick to the Commonhvealth’s 911 Commission, an organization providing advice on all matters regarding enhanced 911 services in the Commonwealth. Mr. Tyler held that position for more than seven years. 6. In January of 2001, Mr. Tyler became Executive Vice President and Chief | Operating Officer of Fallon. Mr. Tyler never had any non-compete, non-solicitation or other restrictive covenant agreement with Fallon. ‘ '7. In or about October of 2015, and with Fallon’s full ! | I knowledge, Mr. Tyler formed Randseco, a company that deploys integrated software solutions to bridge cofnmunication gaps between healthcare providers and those who transport patients in 8. “Server”) to use in connection with its business. The Server conta | ! need of heatthcare, In or about September of 2016, Randseco purchased a computtr server (the ins{Randse¢o’s intellectual property, including its code base, and is exclusively used by Randseco for the purposes of developing and testing its code. 9. Shortly thereafter, Mr. Tyler contacted Fallon’s V Services and Information Technology, James Harris (“Mr. Harris; store the Server at Fallon’s offices, as a matter of convenience. ce President for Information "), and asked if Randseco could r. Harris agreed and, in or 1 about November of 2016, the Server was shipped to Fallon’s headquaiters and stored there. 10, connection, the Server never was connected to Fallon’s computer system. While the Server was plugged into a wall outlet and used F alldn’s wifi ' 1 11. In or about March of 2018, Transformative purchased Fallon, and Mr, Tyler ‘ 1 became Transformative’s President and Chief Executive Officer. compete, non-solicitation or other restrictive covenant agreement! 12, In or about 2018, Priority Ambulance, LLC (“Priori Mr. Tyler aver had any non- t | with Transformative. : I ty”), a national ambulance and EMS company, expressed an interest in purchasing sranformatie from Kartylon. While there 1 were months of negotiations, Priority ultimately decided not to pursue-an acquisition of Transformative, 13. independently began discussions with Randseco about investing it fruit, and in June of 2020 Priority purchaséd a minority interest in Sometime after Priority entered into negotiations with, Transformative, Priority . t . in it: Those discussions bore | | Randseco, \i i ! 14, By late February of 2020, Mr. Tyler began scusion to leave Transformative hs because he felt that Messrs. Lelon and Spencer, who were controlling the company, were not fair and honest business people. Those discussions were suspended shortly after they began, however, as Mr. Tyler felt duty-bound not to leave just as the covmis paridemic was beginning to rage. When discussions began again in the Summer of 2020, Messrs. Lelon and Spencer tried to convince Mr. Tyler to stay, but they repeatedly misled and lied to him. | | Eventually, on October 6, 2020, Mr. Tyler felt he had no choice but to resign} which he did. : ' 15. Mr, Tyler notified Mr. Harris (still Fallon’s IT Director) that he (Mr. Tyler) was resigning and wanted to retrieve Randseco’s Server from Fallon’s offices, Atj4:16 P.M. on October 7, 2020, Mr. Harris sent a text to Mr. Spencer, saying: whe Ranseco isi] folks would like to pick up their development server, which they own and isn/t on our network.” (Emphasis \ added.) At or just before 5:00 P.M. Mr. Tyler arrived at Fallon’s offices, but he never went inside, Instead, Mr. Harris retrieved the Randseco Server and brought it outside to Mr, Tyler. Thereafter, Mr. Spencer responded to Mr. Harris’ initial text, and Mr. Harris teplied: “[H]aving not heard from you, I have already given them the [Server]. It was sotely their property, with no connection to our network, and | was glad to get rid of it and free up the space.” (Emphasis added.) oy 16. Nine days later, Transformative and Fallon filed their Complaint in this action, which is based on a host of allegations that Fallon and/or Transformative unqbestionably knew at the time were false. With respect to other false allegations, Fallon and Transformative either knew they were false or did not take reasonable measures to investigate their ‘veracity: ¢ Paragraphs 22 and 23 of the Complaint falsely allege that Mr, Tyler entered Fallon’s headquarters on October 7, 2020, went to the server roomjand rémoved the Server. To the '1 4 contrary, and as Mr. Harris has confirmed, he brought the/Server out tb Mr. Tyler, and Mr. Tyler never entered Fallon’s headquarters on October 7, 2020. ' Paragraph 23 of the Complaint falsely alleges that “Fallon and Transformative are not aware of any facts or information suggesting that Tyler or Randseco owned. or paid for the server.” Mr, Harris’ texts to Mr. Spencer confirm that Fallon and/be Transformative knew that this allegation was false at the time the Complaint was filed. Paragraph 25 of the Complaint falsely alleges that: ) [The] server that Tyler took contained a copy, of the Fallon licensed STATCall program and Mobile Data Terminal interface. It also contained extensive associated data specific to Fallon’s use of those programs. In particular, the server contained code that would allow Randseto and Tyler to disable Fallon’s use of those programs. Randseco and Tyler Would not be able to prevent Fallon from using the software without the,data on the server. ‘ Either Transformative and Fallon knew these allegations to be false al the time they filed the Complaint, or they did not take the simple step of asking Mr, Hants to confirm them. Paragraphs 26 and 27 of the Complaint falsely state that the data on the Server would enable Randseco and Mr. Tyler to revoke Fallon’s “API” keys, effectively locking Fallon out of its ability to utilize software it licensed from Randseco. Either Transformative and Fallon knew these allegations to be false at the time they filed the Complaint, or they did not take the simple step of asking Mr. Harris to confirm them. 1 Paragraph 42 of the Complaint falsely states that “Tyler also downloaded and/or | transferred [Fallon’s confidential] files to a personal device of his so that he could use it for Randseco and Priority’s benefit.” Either Transformative and Fallon knew these allegations to be false at the time they filed the Complaint, or they did, not undertake a * simple forensic investigation that would have confirmed the falsity oflthese allegations, DO¢ Paragraph 44 of the Complaint falsely states that: ' ' Tyler told [a Fallon] client whose information had been deleted that he chose to leave Fallon because the new owners (ie., Transformative) were refusing the resources necessary to serve that client, despite Tyler’s requests for them to provide those resources, to the point where it would not be able to meet its contractual obligations. Either Transformative and Fallon knew these allegations to be false at the time they filed the Complaint, or they did not engage in a reasonable effort to learn the truth by ' speaking with the client at issue, i ‘ \ e Paragraph 71 of the Complaint falsely states that “Tyler misappropriated Fallon’s trade secrets by deleting them ....” Either Transformative and Fallon knew these allegations to be false at the time they filed the Complaint, or they did ni ot undertake a simple forensic investigation that would have confirmed the falsity of these allegations. ! 23. On information and belief, in or about 2018, Transformative’s|parent company, ' Kamylon, purchased an equity interest in Acuity Link Corp. (“Acuity”), which is a competitor of 1 Randseco. Kamylon’s Managers, Messrs. Spencer and Lelon, are directors, a members of Acuity’s board of 24, Transformative and Fallon know that Mr. Tyler has not entered into any non- compete, non-solicit or other restrictive covenant with either of t em that would prevent him ' : } from competing against them or their affiliates. This lawsuit against Mr. Tyler and Randseco was instituted for the ulterior purposes of, inter alia, (i) seeking to harm Raridseod’s and Mr. Tyler’s reputations and impede them from effectively competing against | Transformative; and (ii) impeding Priority’s - Randseco’s equity holder — from expanding into markels that compete with Fallon and/or Transformative.25. Complaint and/or summarized or repeated its false allegations to After this lawsuit was filed, Transformative and/or Fallon provided copies of the 1 various people in the EMS, \ ambulance and healthcare communities in an effort to harm Mr, Tyler’s and Randseco’s business reputations, Transformative and/or Fallon have continued to do so despite an express demand that they cease and desist from such conduct. COUNTERCLAIM I (Abuse of Process) 24, Mr. Tyler and Randseco repeat and incorporates h allegations set forth above. 25. Fallon and Transformative have used lawful proce: 26. As aresult of the Fallon and Transformative’s abu: \ ' : | erein by refkeace the t l : at ss for ulterior purposes. se of process, Mr. Tyler and ‘ i Randseco have been injured and suffered damages and will continue to suffey damages by having to incur legal fees associated with this litigation. COUNTERCLAIM II (Violations of M.G.L. c. 93A) 27. allegations set forth above. 28. constitutes unfair or deceptive acts or practices in violation of M. 29, The unfair and/or deceptive acts or practices of Fa Mr. Tyler and Randseco repeat and incorporates herein by reference the i 1 The conduct of Fallon and Transformative, as set forth above and/or otherwise, GL. ¢. 934. Ilon and Transformative were engaged in knowingly and willfully, were undertaken in the course of trade or business and such conduct occurred primarily and substantially in Massachusetts.30. Asa direct and proximate result of the unfair and/or deceptivelacts or practices 1 ‘ engaged in by Fallon and Transformative, Mr. Tyler and Randseco have been! injured and : t suffered damages. i Bee ‘oa WHEREFORE, Counterclaim Plaintiffs Patrick Scan Tyler and Randseco, LLC respectfully pray that this Court: a. Enter a judgment in favor of Patrick Sean Tyler and Randseco; LLC on all counts of this Counterclaim; b. Award Patrick Sean Tyler and Randseco, LLC all damages they prove at trial to have suffered as a result of the conduct of Counterclaim Deferidants Transformative Healthcare, Inc. and Fallon Ambulance Services, LLC; c. Award Patrick Sean Tyler and Randseco, LLC triple damages pursuant to M.G.L. Chapter 93; : ' d, Award Patrick Sean Tyler and Randseco, LLC all interest, costs, expenses and attorneys’ fees they have incurred and will incur in connection! with this matter; and ' e, Award Patrick Sean Tyler and Randseco, LLC such other and further relief as justice may require. JURY DEMAND , ' 1 COUNTERCLAIM PLAINTIFFS HEREBY DEMAND A TRIAL BY JURY ON ALL CLAIMS SO TRIABLERespectfully submitted, PATRICK SEAN TYLER and RANDSECO, LLC By their attorneys, ts/ Shepard Davidson Shepard Davidson (BBO #557082) sdavidson@burnslev. com ! Laura Lee Mittelman (BBO #689752) Imittelman@burnslev. com. i Bums & Levinson LLP! J 125 High Street i Boston, MA 02110 ' 617-345-3000 Dated: January 13, 2021 !