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Is
Que SUPERIOR cy
Ws . U,
op Gv. cuenics oFriGe A
COMMONWEALTH OF MASSACHUSETTS MAR § 2021
SUPERIOR COURT
MICHAEL JOSEPH DONOVAN
SUFFOLK, SS. SUPERIOR COURT INT OF COURT
OF THE TRIAL COURT
Transformative Healthcare, Inc. and Fallon )
Ambulance Service, LLC, )
Plaintiffs, ) Civil Action No.:; 2084-cv-02375-
) BLS1
vs. )
)
Patrick Sean Tyler and Randseco, LLC, } JURY TRIAL DEMANDED
Defendants.
PLAINTIFFS’ ANSWER TO DEFENDANTS’ COUNTERCLAIMS
Plaintiffs Transformative Healthcare, Inc., (“Transformative Healthcare”) and Fallon
Ambulance Service, LLC (“Fallon”) (together, “Plaintiffs” or “Transformative”) hereby respond
to the Counterclaim of Defendants Patrick Sean Tyler (“Tyler”) and Randseco, LLC , :
(“Randseco”) (together, “Defendants” as follows.
/ As a preliminary matter, Plaintiffs deny all factual claims, within the introductory
paragraph. Plaintiffs submit that the first unnumbered paragraph of the Counterclaim constitutes
a general description of the Counterclaim as well as legal conclusions, to which no response is
required, but to the extent a response is required, these statements are denied.
With respect to each of the numbered paragraphs of the Counterclaim, Plaintiffs answer
I
as follows. Plaintiffs do not respond to headers in the Complaint and deny any allegations not
t
expressly admitted. \
1. Admitted.
t
!
'
1 I
t
FH5246614.3 '
:
|
12. Admitted that Randseco’s principal place of business is in Boston, Massachusetts.
Plaintiffs lack information sufficient to form a belief as to the truth of the remaining allegations
of Paragraph 2 of the Counterclaim. ‘
3. Denied that Transformative currently has a principal place of business in
Wellesley Hills, Massachusetts, but admitted that Transformative currently has a principal place
of business in Newton, Massachusetts, and otherwise, admitted.
4, Admitted.
5. Plaintifits lack information sufficient to form a belief as to the truth of the
allegations in Paragraph 5 of the counterclaim.
6. Admitted as to the first sentence of Paragraph 6. As to the second sentence,
admitted that Tyler expressed amenability to signing a transition and/or severance agreement that
contained such clauses, and received and accepted a substantial deposit which was made on the :
understanding that such an agreement would be reached, but did not ultimately sign such
agreement; otherwise, denied.
7. Admitted that Mr. Tyler formed Randseco in or around October of 2015.
Plaintiffs lack information sufficient to form a belief as to the truth of the remaining allegations
in Paragraph 7 of the counterclaim.
8. Plaintiffs lack information sufficient to form a belief as to the truth of the
allegations in Paragraph 8 of the counterclaim. : i
9. Plaintiffs lack information sufficient to form a belief as to the truth of the |
allegations in Paragraph 9 of the counterclaim.
10. __ Plaintiffs lack information sufficient to form a belief as to the truth ofthe =.
allegations in Paragraph 10 of the counterclaim.
FH5246614.311. Admitted as to the first sentence of paragraph 11. As to the second sentence,
Plaintiff refers to and incorporates by reference its response to paragraph 6.
12. Admitted that at one point Priority expressed an interest in purchasing
Transformative from Kamylon, but otherwise, denied.
13... Admitted that Priority and Randseco entered into negotiations together after
Priority entered into negotiations with Transformative and that Priority purchased an ownership
interest in Randseco in June 2020. Plaintiffs lack information sufficient to form a belief as to the
truth of the remaining allegations of this paragraph (including without limitation who initiated
discussions between Priority and Randseco).
14. Admitted that Mr. Tyler left Transformative on October 6, 2020, but otherwise
denied.
15. To the extent that paragraph 15 of the Complaint refers to documents, those
documents speak for themselves and no further response is needed. To the extent a further
response is required, Defendants admit the second and fifth sentences of paragraph 15.
Defendants further admit that around 5:00 P.M. on October 7, 2020 Mr. Tyler persuaded Mr.
Harris to give him a server. Defendants lack information sufficient to form a belief as to the
remaining allegations of paragraph 15.
16. To the extent that paragraph 16 of the Counterclaim refers to Plaintiffs’ initial
Complaint, that document speaks for itself and no further response is needed. To the extent a
further response is required, Plaintiffs generally deny the allegations in paragraph 16, and
specifically deny that Plaintiffs knew or should have known that any of these allegations were
false at the time they were made, and further deny that paragraphs 42, 44, and 71 of the
Complaint are or were false.
FH5246614.317... The Counterclaim contains no paragraph 17, and thus no response is required.
18. The Counterclaim contains no paragraph 18, and thus no response is required.
19. | The Counterclaim contains no paragraph 19, and thus no response is required.
20. The Counterclaim contains no paragraph 20, and thus no response is required.
21. The Counterclaim contains no paragraph 21, and thus no response is required.
22.: The Counterclaim contains no paragraph 22, and thus no response is required.
23. Admitted that Transformative purchased an equity interest in Acuity, but denied
as to all remaining allegations.
24. As to the first sentence of paragraph 24, Plaintiffs refer to and incorporate by
reference their response to paragraph 6. Denied as to all remaining allegations.
25. Admitted that Transformative and/or Fallon provided copies of the Complaint to
certain individuals and/or entities that may become involved in this litigation and/or may have
requested a copy of this public document. Denied as to all remaining allegations in Paragraph
25.
COUNTERCLAIM I
(Abuse of Process)
24.' _ Plaintiffs repeat and incorporate by reference their answers to paragraphs 1-25 of
the Counterclaim.
25. The second paragraph 25 of the Counterclaim, which, for the avoidance of doubt,
alleges that “Fallon and Transformative have used lawful process for ulterior purposes”, states a
legal conclusion to which no response is required. To the extent a response is required, denied.
26. Paragraph 26 states a legal conclusion to which no response is required. To the
extent a response is required, denied.
COUNTERCLAIM II
4
FH5246614.3(Violations of M.G.L. c. 93A)
27. Plaintiffs repeat and incorporate by reference their answers to paragraphs 1-27 of
the Counterclaim.
28. Paragraph 28 states a legal conclusion to which no response is required. To the
extent a response is required, denied. \
29. Paragraph 29 states a legal conclusion to which no response is required. To the
extent a response is required, denied.
30. Paragraph 30 states a legal conclusion to which no response is required. To the
extent a response is required, denied.
REQUEST FOR RELIEF
Wherefore, the Plaintiffs Transformative Healthcare and Fallon respectfully request that the
Court:
A. Enter judgment for Plaintiffs against Defendants Tyler and Randseco on all counts of the
Counterclaim, and;
B. Deny Defendants any relief on all counts of the Counterclaim.
C. Award Plaintiffs reasonable attorney’s fees, costs and expenses in this action.
AFFIRMATIVE DEFENSES
FIRST AFFIRMATIVE DEFENSE
Defendants’ claims fail to state a claim upon which relief can be granted.
SECOND AFFIRMATIVE DEFENSE
Defendants’ claims against Plaintiff lack merit, are advanced in bad faith, and violate
M.G.L. Ch. 231, § 6F.
THIRD AFFIRMATIVE DEFENSE
FHS5246614.3Defendants have not suffered damage as a result of the acts and conduct alleged in the
Counterclaim.
FOURTH AFFIRMATIVE DEFENSE
Defendants’ claims are barred by the doctrine of unclean hands.
FIFTH AFFIRMATIVE DEFENSE
Defendants’ damages, if any, must be reduced by their failure to mitigate them.
SIXTH AFFIRMATIVE DEFENSE
Plaintiffs’ alleged actions were not improper in either motive or means.
SEVENTH AFFIRMATIVE DEFENSE
At all relevant times, Plaintiffs acted reasonably, in good faith, and in compliance with
their legal duties, rights, and obligations.
~ EIGHTH AFFIRMATIVE DEFENSE
Defendants’ alleged damages are the result of acts or omissions committed by non-parties
to this action over whom Plaintiff has no responsibility or control. .
JURY DEMAND
Plaintiffs demand a trial by jury on all claims so triable.
FHS246614.3_TRANSFORMATIVE HEALTHCARE, INC and
FALLON AMBULANCE SERVICES, LLC
By their attorneys,
/s/ Erin J. Olesen
Michael Boudett (BBO#558757)
Nicholas Theodorou (BBO#495730)
Erin J. Olesen (BBO#696168)
Foley Hoag LLP
Seaport West
155 Seaport Boulevard
Boston, MA 02210-2600
(617) 832-1000
mboudett@foleyhoag.com
ntheodorou@foleyhoag.com
eolesen@foleyhoag.com
' "March 8, 2021
_ CERTIFICATE OF SERVICE
I, Erin J. Olesen, hereby certify that on March 8, 2021, I caused a copy of the foregoing
document to the services via email and U.S. mail on:
Shepard Davidson
(sdavidson@burnslev.com) :
Laura Lee Mittelman |
(mittelman@burnslev.com)
Burns & Levinson LLP
125 High Street
Boston, MA 02110
/s/ Erin J_ Olesen
Erin J. Olesen
FHS5246614.3
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Is Que SUPERIOR cy Ws . U, op Gv. cuenics oFriGe A COMMONWEALTH OF MASSACHUSETTS MAR § 2021 SUPERIOR COURT MICHAEL JOSEPH DONOVAN SUFFOLK, SS. SUPERIOR COURT INT OF COURT OF THE TRIAL COURT Transformative Healthcare, Inc. and Fallon ) Ambulance Service, LLC, ) Plaintiffs, ) Civil Action No.:; 2084-cv-02375- ) BLS1 vs. ) ) Patrick Sean Tyler and Randseco, LLC, } JURY TRIAL DEMANDED Defendants. PLAINTIFFS’ ANSWER TO DEFENDANTS’ COUNTERCLAIMS Plaintiffs Transformative Healthcare, Inc., (“Transformative Healthcare”) and Fallon Ambulance Service, LLC (“Fallon”) (together, “Plaintiffs” or “Transformative”) hereby respond to the Counterclaim of Defendants Patrick Sean Tyler (“Tyler”) and Randseco, LLC , : (“Randseco”) (together, “Defendants” as follows. / As a preliminary matter, Plaintiffs deny all factual claims, within the introductory paragraph. Plaintiffs submit that the first unnumbered paragraph of the Counterclaim constitutes a general description of the Counterclaim as well as legal conclusions, to which no response is required, but to the extent a response is required, these statements are denied. With respect to each of the numbered paragraphs of the Counterclaim, Plaintiffs answer I as follows. Plaintiffs do not respond to headers in the Complaint and deny any allegations not t expressly admitted. \ 1. Admitted. t ! ' 1 I t FH5246614.3 ' : | 12. Admitted that Randseco’s principal place of business is in Boston, Massachusetts. Plaintiffs lack information sufficient to form a belief as to the truth of the remaining allegations of Paragraph 2 of the Counterclaim. ‘ 3. Denied that Transformative currently has a principal place of business in Wellesley Hills, Massachusetts, but admitted that Transformative currently has a principal place of business in Newton, Massachusetts, and otherwise, admitted. 4, Admitted. 5. Plaintifits lack information sufficient to form a belief as to the truth of the allegations in Paragraph 5 of the counterclaim. 6. Admitted as to the first sentence of Paragraph 6. As to the second sentence, admitted that Tyler expressed amenability to signing a transition and/or severance agreement that contained such clauses, and received and accepted a substantial deposit which was made on the : understanding that such an agreement would be reached, but did not ultimately sign such agreement; otherwise, denied. 7. Admitted that Mr. Tyler formed Randseco in or around October of 2015. Plaintiffs lack information sufficient to form a belief as to the truth of the remaining allegations in Paragraph 7 of the counterclaim. 8. Plaintiffs lack information sufficient to form a belief as to the truth of the allegations in Paragraph 8 of the counterclaim. : i 9. Plaintiffs lack information sufficient to form a belief as to the truth of the | allegations in Paragraph 9 of the counterclaim. 10. __ Plaintiffs lack information sufficient to form a belief as to the truth ofthe =. allegations in Paragraph 10 of the counterclaim. FH5246614.311. Admitted as to the first sentence of paragraph 11. As to the second sentence, Plaintiff refers to and incorporates by reference its response to paragraph 6. 12. Admitted that at one point Priority expressed an interest in purchasing Transformative from Kamylon, but otherwise, denied. 13... Admitted that Priority and Randseco entered into negotiations together after Priority entered into negotiations with Transformative and that Priority purchased an ownership interest in Randseco in June 2020. Plaintiffs lack information sufficient to form a belief as to the truth of the remaining allegations of this paragraph (including without limitation who initiated discussions between Priority and Randseco). 14. Admitted that Mr. Tyler left Transformative on October 6, 2020, but otherwise denied. 15. To the extent that paragraph 15 of the Complaint refers to documents, those documents speak for themselves and no further response is needed. To the extent a further response is required, Defendants admit the second and fifth sentences of paragraph 15. Defendants further admit that around 5:00 P.M. on October 7, 2020 Mr. Tyler persuaded Mr. Harris to give him a server. Defendants lack information sufficient to form a belief as to the remaining allegations of paragraph 15. 16. To the extent that paragraph 16 of the Counterclaim refers to Plaintiffs’ initial Complaint, that document speaks for itself and no further response is needed. To the extent a further response is required, Plaintiffs generally deny the allegations in paragraph 16, and specifically deny that Plaintiffs knew or should have known that any of these allegations were false at the time they were made, and further deny that paragraphs 42, 44, and 71 of the Complaint are or were false. FH5246614.317... The Counterclaim contains no paragraph 17, and thus no response is required. 18. The Counterclaim contains no paragraph 18, and thus no response is required. 19. | The Counterclaim contains no paragraph 19, and thus no response is required. 20. The Counterclaim contains no paragraph 20, and thus no response is required. 21. The Counterclaim contains no paragraph 21, and thus no response is required. 22.: The Counterclaim contains no paragraph 22, and thus no response is required. 23. Admitted that Transformative purchased an equity interest in Acuity, but denied as to all remaining allegations. 24. As to the first sentence of paragraph 24, Plaintiffs refer to and incorporate by reference their response to paragraph 6. Denied as to all remaining allegations. 25. Admitted that Transformative and/or Fallon provided copies of the Complaint to certain individuals and/or entities that may become involved in this litigation and/or may have requested a copy of this public document. Denied as to all remaining allegations in Paragraph 25. COUNTERCLAIM I (Abuse of Process) 24.' _ Plaintiffs repeat and incorporate by reference their answers to paragraphs 1-25 of the Counterclaim. 25. The second paragraph 25 of the Counterclaim, which, for the avoidance of doubt, alleges that “Fallon and Transformative have used lawful process for ulterior purposes”, states a legal conclusion to which no response is required. To the extent a response is required, denied. 26. Paragraph 26 states a legal conclusion to which no response is required. To the extent a response is required, denied. COUNTERCLAIM II 4 FH5246614.3(Violations of M.G.L. c. 93A) 27. Plaintiffs repeat and incorporate by reference their answers to paragraphs 1-27 of the Counterclaim. 28. Paragraph 28 states a legal conclusion to which no response is required. To the extent a response is required, denied. \ 29. Paragraph 29 states a legal conclusion to which no response is required. To the extent a response is required, denied. 30. Paragraph 30 states a legal conclusion to which no response is required. To the extent a response is required, denied. REQUEST FOR RELIEF Wherefore, the Plaintiffs Transformative Healthcare and Fallon respectfully request that the Court: A. Enter judgment for Plaintiffs against Defendants Tyler and Randseco on all counts of the Counterclaim, and; B. Deny Defendants any relief on all counts of the Counterclaim. C. Award Plaintiffs reasonable attorney’s fees, costs and expenses in this action. AFFIRMATIVE DEFENSES FIRST AFFIRMATIVE DEFENSE Defendants’ claims fail to state a claim upon which relief can be granted. SECOND AFFIRMATIVE DEFENSE Defendants’ claims against Plaintiff lack merit, are advanced in bad faith, and violate M.G.L. Ch. 231, § 6F. THIRD AFFIRMATIVE DEFENSE FHS5246614.3Defendants have not suffered damage as a result of the acts and conduct alleged in the Counterclaim. FOURTH AFFIRMATIVE DEFENSE Defendants’ claims are barred by the doctrine of unclean hands. FIFTH AFFIRMATIVE DEFENSE Defendants’ damages, if any, must be reduced by their failure to mitigate them. SIXTH AFFIRMATIVE DEFENSE Plaintiffs’ alleged actions were not improper in either motive or means. SEVENTH AFFIRMATIVE DEFENSE At all relevant times, Plaintiffs acted reasonably, in good faith, and in compliance with their legal duties, rights, and obligations. ~ EIGHTH AFFIRMATIVE DEFENSE Defendants’ alleged damages are the result of acts or omissions committed by non-parties to this action over whom Plaintiff has no responsibility or control. . JURY DEMAND Plaintiffs demand a trial by jury on all claims so triable. FHS246614.3_TRANSFORMATIVE HEALTHCARE, INC and FALLON AMBULANCE SERVICES, LLC By their attorneys, /s/ Erin J. Olesen Michael Boudett (BBO#558757) Nicholas Theodorou (BBO#495730) Erin J. Olesen (BBO#696168) Foley Hoag LLP Seaport West 155 Seaport Boulevard Boston, MA 02210-2600 (617) 832-1000 mboudett@foleyhoag.com ntheodorou@foleyhoag.com eolesen@foleyhoag.com ' "March 8, 2021 _ CERTIFICATE OF SERVICE I, Erin J. Olesen, hereby certify that on March 8, 2021, I caused a copy of the foregoing document to the services via email and U.S. mail on: Shepard Davidson (sdavidson@burnslev.com) : Laura Lee Mittelman | (mittelman@burnslev.com) Burns & Levinson LLP 125 High Street Boston, MA 02110 /s/ Erin J_ Olesen Erin J. Olesen FHS5246614.3