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COMMONWEALTH OF MASSACHUSETTS
SUPERIOR COURT
SUFFOLK, SS. SUPERIOR COURT DEPARTMENT
OF THE TRIAL COURT
Transformative Healthcare, Inc. and Fallon )
Ambulance Service, LLC, )
Plaintiffs, )
} :
vs, OBIS:
Patrick Sean Tyler and Randseco, LLC, )
Defendants. )
COMPLAINT
Transformative Healthcare, Inc., and Fallon Ambulance Service, LLC, have been
subjected to threats and sabotage by Fallon’s ex-CEO, Defendant Patrick Sean Tyler. Tyler, who
is also President of Defendant software company Randseco LLC (“Randseco”), left Fallon
through a firmwide resignation email the evening of October 6. The next day, he convinced the
company’s IT director to give him a server from Fallon’s headquarters and started conspiring
with others at Randseco about how to use the code and data on that server to sabotage Fallon’s
communications systems, which are crucial to Fallon’s ability to dispatch a 911 emergency
response. As Tyler put it, “It’s about time we f**k with them [Fallon].” That same night, he
started accessing the data stored on the server. Before his departure, he also deleted from his
desktop and, on information and belief, copied and removed extensive data about one of Fallon’s
largest clients, and then lied to the same client about Fallon’s business operations in an effort to
get the client to drop Fallon as a vendor. Transformative and Fallon seek to’ stop and remedy
these abusive practices by Tyler and his company, Randseco.
BS5194429.5Parties
1. Plaintiff Transformative Healthcare, Inc. (“Transformative”) is a Delaware
corporation with its principal place of business in Wellesley Hills, Massachusetts.
2. Plaintiff Fallon Ambulance Service, LLC (“Fallon”) is a wholly-owned subsidiary
of Transformative. Fallon is a Massachusetts Limited Liability Company with its principal place
of business in Quincy, Massachusetts.
3. Defendant Patrick Sean Tyler (“Tyler”) is an individual who on information and
belief lives in Abington, Massachusetts.
4. Defendant Randseco, LLC (“Randseco”) is a Limited Liability Company of
unknown state. On information and belief, its principal place of business is Boston,
Massachusetts.
Jurisdiction and Venue
5. This Court has subject matter jurisdiction over this action pursuant to Mass. Gen.
Laws c. 212, §3.
6. This Court has personal jurisdiction over Tyler because he resides in
Massachusetts.
7. This Court has personal jurisdiction over Randseco because its principal place of
business is in Massachusetts.
8. Venue is proper in this Court pursuant to Mass. Gen. Laws c. 223, §§1, 8(4)
because a substantial part of the events or omissions giving rise to the claims herein occurred in
this judicial district and Randseco is located in this judicial district.
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B5194429.5Facts
Background
9. Transformative Healthcare is a healthcare data management and logistics
company that creates customized partnerships with communities and healthcare providers that
use intelligent data analytics that improve patient experience and outcomes while reducing the
overall cost of healthcare. Transformative provides a range of emergency medical services,
including training and certification programs for emergency medical technicians (EMTs).
Transformative has also been extensively involved in responding to the COVID-19 pandemic,
including by providing testing for SARS-CoV-2 and related data management.
10. Transformative is also the parent company to several ambulance services: two in
Massachusetts, two in New Hampshire, and one in Maine.
11. One such service is Fallon Ambulance Service. Based in Quincy, Fallon provides
ambulance services throughout Eastern Massachusetts. Fallon specifically provides 911
response service to three towns: Brookline, Dedham, and Milton.
12. To facilitate its provision of ambulance services, Fallon has contracted with a
software vendor, Randseco, to license Randseco’s STATCall, FASTCall, and STATCall Nexus
programs. These programs allow Fallon’s ambulances to communicate rapidly and nearly
instantly with each other, with Fallon’s dispatch center in Quincy, and with hospitals.
13. STATCall in particular is a secure web-based system for requesting both
emergency and non-emergency medical transportation. It integrates with ambulance service
computer-assisted dispatch (CAD) systems, which allows clients and customers to rapidly
request transports online. This system eliminates the need for a chain of telephone calls before
the ambulance is dispatched and thus significantly reduces an ambulance’s response time.
B5194429.514. The program also facilitates the exchange of information between several
different sources, from the CAD systems within the ambulance services to wheelchair services,
hospitals’ electronic medical records, Medicaid brokers, and insurance companies. By creating a
secure and HIPAA compliant two-way data highway across these different systems, STATCall
allows Fallon and its customers to rapidly communicate vital information. For instance, a
hospital or medical provider might provide the EMTs on an ambulance a patient’s medical
history (including medicines they may be allergic to or underlying conditions that might produce
complications).
15. Fallon licensed these programs from Randseco through a Software License
Agreement dated July 1, 2015. That Agreement is perpetual and has not been terminated since
its initial signing.
Tyler’s Departure from Fallon
16. The President of Randseco is Patrick Sean Tyler (“Tyler”). On information and
belief, Tyler has been and may still be the largest shareholder of Randseco.
17. Until recently, Tyler was also an employee and officer of Transformative. At the
time that Transformative acquired Fallon in 2018, Tyler was promoted to President and Chief
Executive Officer of Transformative and was responsible for Fallon’s operations.
18. While Tyler was CEO, Transformative engaged in discussions with Priority
Ambulance, which was looking to expand its business to the New England region, about a
potential acquisition of Transformative by Priority. These discussions eventually terminated.
Separately, however, and unknown to Transformative, Tyler began having discussions with
Priority about Priority invested in Randseco. Tyler did not ask for or obtain Transformative’s
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BS194429.5permission to have these conversations. Instead, Transformative did not learn of Priority’s
interest in and acquisition of Randseco until terms had been struck.
19. Tyler also was not performing as expected in his role as CEO. Thus, in August
2020, Transformative leadership and the Fallon Board of Directors began discussions with Tyler
to transition him into a different role within the business through mutual agreement.
20. Before the parties could reach an agreement, however, Tyler abruptly resigned on
October 6, 2020. Rather than directly informing the board members he had been in talks with for
the last six weeks, he instead sent an email to the entire company at approximately 9:00 p.m.
announcing his resignation.
Tyler Seeks to Sabotage Fallon’s Communications
21. The very next day, Tyler participated in a channel on Slack (an instant messaging
platform) created by Rob Thompson, Chief Technology Officer of Randseco, where Tyler and
other Randseco officers plotted to sabotage Fallon. That channel, entitled “#dev_server_move”,
was created at approximately 3:37 p.m. on October 7, 2020.
22. About an hour and a half after the channel was created, at approximately 5:00
p.m. on October 7, 2020, Tyler entered the Fallon headquarters in Quincy. He did not have
permission to enter the headquarters, which is not open to the public, since he was no longer an
employee there.
23. He went to the server room and removed a server there, with the assistance of
Fallon’s Director of IT, who had been specifically instructed not to allow Tyler (or anyone else)
to remove that specific server or any other server or equipment from the server room. Fallon and
Transformative are not aware of any facts or information suggesting that Tyler or Randseco
owned’ or part for tie server.
BS194429.524. The next morning, at 9:02 am, Tyler trumpeted his victory to his comrades on the
#dev_server_move channel, stating that he had taken “the box” from Fallon’s IT Director. Later
that afternoon, he also sent a screen shot of a text from the IT Director saying that he gave the
server to Tyler.
25. The server that Tyler took contained a copy of the Fallon-licensed STATCall
program and the 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 Randseco 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.
26. One way in which the data on the server would allow Randseco and Tyler to, in
essence, lock Fallon out of the programs is through revoking F. allon’s Application Programming
Interface (API) keys. These API keys are unique identifiers that allow the Randseco programs to
recognize users and authenticate them, similar to a username or password. Fallon’s API keys are
unique to it and allow it to use the Randseco programs.
27. — If the API keys do not function properly or if they are removed from the system,
then Fallon cannot use the programs. If the programs do not work, Fallon’s ambulances and
dispatch center will not be able to communicate properly. The resulting delayed response times
could literally mean the difference between life or death for some patients.
28. When Dan Starvish, Executive Vice President at Randseco and, upon information
and belief, one of Tyler’s direct reports, suggested removing the Fallon API keys (and thus
preventing Fallon from using the service), Tyler specifically authorized Starvish to do so. Tyler
responded to the channel at 4:14 pm: “I am fine with the pulling of the keys. It’s about time we
f**k with them.” He also commented, two minutes later, that “A server failure will suck.”
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B5194429.529.
Thompson also joined in, suggesting they could manipulate insecurities in
Randseco’s own coding to harm Fallon, or create an “accident” that caused the program to fail.
30.
marching orders:
31.
32.
33.
34.
B5194429.5
a. At4:17 p.m., Thompson wrote: “it would be a shame if someone was to
make use of the insecurities the code review found in our code... except
they’re not that bad and not easy to use to achieve bad things”
. Then, at 5:27 p.m., he wrote: “or the server and-backups need to have an
accident”
A little while later, Starvish followed up, asking Tyler for clarification on their
a. At 8:42 p.m., Starvish wrote: “So now what. How do we nuke it”
b. Then, at 9:32 p.m., he followed up, “What’s the order commander? Are
we killing api access? Someone else handling those machines?”
Tyler responded shortly thereafter with direct instructions.
a. At 9:36 p.m., Tyler wrote: “Kill STATCall and then move to FASTCall.
The MDTs gives me pause as the field crews use this for emergency
security. Day time hours will be a better time to kill it as the crew safety
risks are less”
Starvish followed up at 9:41 p.m.:
a. “Do we kill Mass Mobile Testing? Something that is probably
significantly helping slow the spread at this point across New England? I
mean, I do have a soul somewhere. I prefer to not let these s**tbags win in
any form, and as hard as it would make their lives, what do we really
accomplish, since they still have the code.”
Tyler responded at 9:46 p.m.:
. “Let me think of my back door with Mike”
Thompson said at 9:48 p.m.:
a. “I’m not entirely sure how granular the kill will be. Mainly because we
haven’t tried it. chaircar I think will stay working until we disable to
whole API key. disabling statcall and notifications should disable those
things, but like I said, it’s been a while since its been tested. only thing I
know for sure because I do test is semi-regularly is that disabling the APIkey kills it. MDT I would need to check how integrated we made the kill
switch, it’s been a while since I looked at that part of it”
35. Starvish followed up a minute later at 9:49 p.m.:
a. “I know for sure statcall dies quickly with no API key because I run into it
every install”
36. Mere minutes later, Tyler began to execute on this plan. Starting at 9:55 p.m., he
attempted to access the information on the server he had taken from Fallon. This would allow
him to disable the API keys and cripple Fallon’s emergency medical services.
37. On information and belief, Tyler, Starvish, and Thompson had discussed these
plans previously, including before Tyler had officially resigned as CEO of Fallon, because they
sought to undermine Fallon to help their business affiliate and investor, Priority, a competing
ambulance service.
38. On information and belief, Tyler, Starvish, and Thompson continue to conspire to
interfere with Fallon’s communications systems and Fallon’s rightful use of the Randseco
software pursuant to the Software License Agreement.
Tyler Misappropriates Client Information
39, The server sabotage was not the only way that Tyler struck back at Fallon. He
also misappropriated Fallon’s confidential customer information.
40. While at Transformative, Tyler had access to several client files related to one of
Fallon’s largest clients, all of which he deleted from his desktop before he left.
41. Fallon considers these client files confidential and takes reasonable steps to
protect this information.
42. On information and belief, Tyler also downloaded and/or transferred these files to
a personal device of his so that he could use it for Randseco and Priority’s benefit.
Tyler Defames Fallon to Scare Off its Clients
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B5194429.543. Tyler has also targeted Fallon by going directly to its clients.
44, Shortly after his abrupt October 6 departure, Tyler told the same client whose
information he deleted that he chose to leave Fallon because the new owners (i.e.
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.
45. This wasa lie. Transformative was not depriving Fallon of resources, Nor was
there any real or legitimate risk that Fallon would not be able to fulfill its commitments.
46. Nevertheless, Tyler told the client these falsehoods because he wanted to scare the
client away from continuing to do business with Fallon.
47. On information and belief, he also wanted to undermine Fallon and
Transformative’s customer relationships to aid Priority and other competing ambulance services
with which he has or is seeking relationships.
COUNT ONE
Breach of the Duty of Loyalty — Against Tyler
48. Transformative and Fallon re-allege and incorporate by reference paragraphs 1
through 48 of the Complaint.
49. As Chief Executive Officer of Transformative responsible for managing Fallon,
Tyler occupied a position of trust and confidence while employed at Transformative and Fallon.
Tyler accordingly owed Fallon a fiduciary duty of loyalty.
50. The duty of loyalty required Tyler to keep confidential Fallon’s confidential and
proprietary information and not to use that information in a way that would harm Fallon. The
duty to protect and keep confidential Fallon’s confidential and proprietary information persisted
even after Tyler’s employment with Fallon ended.
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B5194429.551. Tyler violated this duty by absconding with the server containing Fallon’s
confidential information (including without limitation the coding and data that would allow him
to disable the API keys); by providing that information to Starvish, Thompson, and Randseco; by
conspiring with Starvish and Thompson to use that information to undermine Fallon’s business
operations; and by deleting and downloading Fallon’s confidential information regarding its
customer.
52. Fallon has suffered and will continue to suffer harm as a result of these actions.
The imminent threat of a software crash or revocation of the API keys would cause significant
disruption to Fallon’s business. This threat also has required Fallon to take preventative
measures to ensure it will be able to continue operating.
COUNT TWO
Aiding and Abetting Breach of the Duty of Loyalty — Against Randseco
53. Transformative and Fallon re-allege and incorporate by reference paragraphs 1
through 56 of the Complaint.
54. As described above, Tyler owed Transformative and Fallon a fiduciary duty of
loyalty, which he breached.
55. Randseco aided and abetted Tyler’s breaches of that duty by coordinating
(through its officers or agents, Thompson and Starvish) with Tyler for the removal of the server
and the abuse of the data and information contained therein.
56. As described above, Fallon and Transformative were harmed by Randseco’s and
Tyler’s actions.
~ COUNT THREE
Tortious Interference with Contractual or Advantageous Relations — Against Tyler and
Randseco
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B5194429.5,57. Transformative and Fallon re-allege and incorporate by reference paragraphs 1
through 57 of the Complaint.
58. Fallon has an ongoing business relationship with its client, to whom it provides
ambulance transfer and emergency medical services. This relationship generates Fallon millions
of dollars in revenue per year.
59, Tyler has interfered with this relationship by telling the client that Transformative
is denying Fallon the resources it needs and that it will not be able to meet its contractual
commitments.
60. In fact, these claims are not true, and Tyler knows they are not true.
61. Tyler knowingly said these untrue statements to convince the client to end its
relationship with Fallon.
62. Inso doing, Tyler was acting within the scope of his employment as President of
Randseco. Tyler’s actions furthered Randseco’s interests by undermining a competitor of its
investor, Priority.
63. Tyler’s tortious interference with Fallon’s client relationship has caused Fallon
harm or may do so. Fallon has also had to expend time and resources responding to Tyler’s
defamation and to repair the relationship.
COUNT FOUR
Misappropriation of Trade Secrets in violation of M.G.L. c. 93 § 42 and 18 U.S.C.
§§1831-39 (the Defend Trade Secrets Act) — Against Tyler
64. Plaintiffs re-allege and incorporates by reference paragraphs 1 through 64 of this
Complaint.
65. Through his employment with Fallon, Tyler had access to Fallon’s customer
information, including without limitation the extensive customer information on Fallon’s client.
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"B5194429.5These files contained highly sensitive and confidential information regarding Fallon’s
relationship with the client including pricing, contractual terms, and sales data.
66. Fallon has taken reasonable efforts to guard this information and keep it secret.
For instance, Fallon’s information is maintained on secure and password-protected servers, and
Fallon maintains a secure physical premises.
67. Fallon has also expended significant time and expense in developing its customer
information.
68. This information is highly valuable to Fallon when kept secret. For one, it
represents unique knowledge of the customer’s preferences and usage and demand patterns
developed through years of experience with the specific customer, which allows Fallon to more
effectively and directly satisfy that customer’s needs.
69. Fallon’s confidential customer information thus constitute trade secrets within the
meaning of the Massachusetts Uniform Trade Secrets Act (M.G.L. c. 93 §§ 42-42G).
70. This confidential information is also related to intérstate commerce, as
Transformative, Fallon, and its clients conduct business across state lines, and thus constitute
trade secrets within the meaning of the Defend Trade Secrets Act (18 USC §§ 1831-39).
71. Tyler misappropriated Fallon’s trade secrets by deleting them and, on information
and belief, downloading them to his own personal devices.
72. Asaresult of Tyler’s misappropriation, Fallon has been harmed.
73. Tyler’s conduct was willful and/or malicious, entitling Fallon to exemplary
damages pursuant to M.G.L. c. 93 § 42B(b) and 18 USC §1836(b)(3)(C).
COUNT FIVE
Violation of the Computer Fraud and Abuse Act, 18 USC §1030— Against Tyler and
Randseco
. -12-
B5194429.5,74. Plaintiffs re-allege and incorporates by reference paragraphs 1 through 74 of this
Complaint.
75. By absconding with the server and accessing the information contained therein,
Tyler intentionally accessed a computer. Moreover, Tyler’s access of this server and the files
was done in an attempt to gain access to Fallon’s programs and files and to manipulate them in a
way to harm Fallon.
76. Tyler was not authorized to access the server at the time he did so, or his access
exceeded any authorization he may have had at the time or previously. Tyler and Randseco were
not, in any event, authorized or entitled to access the server for the purpose of accessing Fallon’s
programs and data and interfering with its functionality. The slack messages exchanged between
Tyler, Starvish, and Thompson are conclusive evidence that this interference was exactly their
purpose and that they were intentionally exceeding any authorization they may have had.
77. The server accesses the internet and contains programs and data used in interstate
commerce and thus is a “protected computer.”
78. Tyler also conspired with Starvish and Thompson to access the server and to
manipulate the information contained therein to harm Fallon.
79. Tyler, Starvish, and Thompson were at all times acting within the scope of their
employment at Randseco. Their actions furthered the interests of Randseco by allowing it to
undermine a competitor of its investor, Priority.
80. These efforts have caused harm to Transformative, Fallon, and the patients they
serve. Because Tyler’s efforts (including his conspiracy with Starvish and Thompson) would
delay Fallon’s response times to emergency calls, these actions constitute a threat to public
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B5194429.5health or safety. They also have caused a “potential modification or impairment of the medical
examination, diagnosis, treatment, or care of 1 or more individuals.”
COUNT SIX
Violation of M.G.L. c. 93A, §11 — Against Randseco
81. Plaintiffs re-allege and incorporates by reference paragraphs | through 81 of this
Complaint.
82. Randseco, as a software company, is engaged in the conduct of trade or
commerce.
83. Tyler’s, Starvish’s, and Thompson’s conspiracy to abscond with Fallon’s server
and use the data and code contained therein to cut off Fallon’s communications and sabotage its
services is an unfair and/or deceptive business practice.
84. Tyler, Starvish, and Thompson were at all relevant times acting within the scope
of their employment with Randseco.
85. These events described occurred primarily and substantially in Massachusetts.
86. As a result of these actions, Fallon has suffered harm as described above.
REQUEST FOR RELIEF
Wherefore, Plaintiffs Transformative Healthcare and Fallon Ambulance Services
respectfully request that this Court grant the following relief:
A. Enter judgment for Transformative and Fallon against Defendants Tyler and
Randseco on all counts of this Complaint;
B. Award Transformative and Fallon damages in an amount to be determined at trial;
C. Award Transformative and Fallon attorneys’ fees, costs, and expenses in this
action;
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B5194429.5D. Award Transformative and Fallon preliminary and permanent injunctive relief
against Defendants Tyler and Randseco, and;
E. Grant any such other relief that the Court deems just and proper.
October 16, 2020
B5194429.5
JURY DEMAND
Plaintiffs demand a trial by jury on all claims so triable.
TRANSFORMATIVE HEALTHCARE, INC and
FALLON AMBULANCE SERVICES, LLC
/ iV
Michael MBouf lett (BBO#558757)
Michaeh Bor odorou (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
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Preview
COMMONWEALTH OF MASSACHUSETTS SUPERIOR COURT SUFFOLK, SS. SUPERIOR COURT DEPARTMENT OF THE TRIAL COURT Transformative Healthcare, Inc. and Fallon ) Ambulance Service, LLC, ) Plaintiffs, ) } : vs, OBIS: Patrick Sean Tyler and Randseco, LLC, ) Defendants. ) COMPLAINT Transformative Healthcare, Inc., and Fallon Ambulance Service, LLC, have been subjected to threats and sabotage by Fallon’s ex-CEO, Defendant Patrick Sean Tyler. Tyler, who is also President of Defendant software company Randseco LLC (“Randseco”), left Fallon through a firmwide resignation email the evening of October 6. The next day, he convinced the company’s IT director to give him a server from Fallon’s headquarters and started conspiring with others at Randseco about how to use the code and data on that server to sabotage Fallon’s communications systems, which are crucial to Fallon’s ability to dispatch a 911 emergency response. As Tyler put it, “It’s about time we f**k with them [Fallon].” That same night, he started accessing the data stored on the server. Before his departure, he also deleted from his desktop and, on information and belief, copied and removed extensive data about one of Fallon’s largest clients, and then lied to the same client about Fallon’s business operations in an effort to get the client to drop Fallon as a vendor. Transformative and Fallon seek to’ stop and remedy these abusive practices by Tyler and his company, Randseco. BS5194429.5Parties 1. Plaintiff Transformative Healthcare, Inc. (“Transformative”) is a Delaware corporation with its principal place of business in Wellesley Hills, Massachusetts. 2. Plaintiff Fallon Ambulance Service, LLC (“Fallon”) is a wholly-owned subsidiary of Transformative. Fallon is a Massachusetts Limited Liability Company with its principal place of business in Quincy, Massachusetts. 3. Defendant Patrick Sean Tyler (“Tyler”) is an individual who on information and belief lives in Abington, Massachusetts. 4. Defendant Randseco, LLC (“Randseco”) is a Limited Liability Company of unknown state. On information and belief, its principal place of business is Boston, Massachusetts. Jurisdiction and Venue 5. This Court has subject matter jurisdiction over this action pursuant to Mass. Gen. Laws c. 212, §3. 6. This Court has personal jurisdiction over Tyler because he resides in Massachusetts. 7. This Court has personal jurisdiction over Randseco because its principal place of business is in Massachusetts. 8. Venue is proper in this Court pursuant to Mass. Gen. Laws c. 223, §§1, 8(4) because a substantial part of the events or omissions giving rise to the claims herein occurred in this judicial district and Randseco is located in this judicial district. -2- B5194429.5Facts Background 9. Transformative Healthcare is a healthcare data management and logistics company that creates customized partnerships with communities and healthcare providers that use intelligent data analytics that improve patient experience and outcomes while reducing the overall cost of healthcare. Transformative provides a range of emergency medical services, including training and certification programs for emergency medical technicians (EMTs). Transformative has also been extensively involved in responding to the COVID-19 pandemic, including by providing testing for SARS-CoV-2 and related data management. 10. Transformative is also the parent company to several ambulance services: two in Massachusetts, two in New Hampshire, and one in Maine. 11. One such service is Fallon Ambulance Service. Based in Quincy, Fallon provides ambulance services throughout Eastern Massachusetts. Fallon specifically provides 911 response service to three towns: Brookline, Dedham, and Milton. 12. To facilitate its provision of ambulance services, Fallon has contracted with a software vendor, Randseco, to license Randseco’s STATCall, FASTCall, and STATCall Nexus programs. These programs allow Fallon’s ambulances to communicate rapidly and nearly instantly with each other, with Fallon’s dispatch center in Quincy, and with hospitals. 13. STATCall in particular is a secure web-based system for requesting both emergency and non-emergency medical transportation. It integrates with ambulance service computer-assisted dispatch (CAD) systems, which allows clients and customers to rapidly request transports online. This system eliminates the need for a chain of telephone calls before the ambulance is dispatched and thus significantly reduces an ambulance’s response time. B5194429.514. The program also facilitates the exchange of information between several different sources, from the CAD systems within the ambulance services to wheelchair services, hospitals’ electronic medical records, Medicaid brokers, and insurance companies. By creating a secure and HIPAA compliant two-way data highway across these different systems, STATCall allows Fallon and its customers to rapidly communicate vital information. For instance, a hospital or medical provider might provide the EMTs on an ambulance a patient’s medical history (including medicines they may be allergic to or underlying conditions that might produce complications). 15. Fallon licensed these programs from Randseco through a Software License Agreement dated July 1, 2015. That Agreement is perpetual and has not been terminated since its initial signing. Tyler’s Departure from Fallon 16. The President of Randseco is Patrick Sean Tyler (“Tyler”). On information and belief, Tyler has been and may still be the largest shareholder of Randseco. 17. Until recently, Tyler was also an employee and officer of Transformative. At the time that Transformative acquired Fallon in 2018, Tyler was promoted to President and Chief Executive Officer of Transformative and was responsible for Fallon’s operations. 18. While Tyler was CEO, Transformative engaged in discussions with Priority Ambulance, which was looking to expand its business to the New England region, about a potential acquisition of Transformative by Priority. These discussions eventually terminated. Separately, however, and unknown to Transformative, Tyler began having discussions with Priority about Priority invested in Randseco. Tyler did not ask for or obtain Transformative’s -4- BS194429.5permission to have these conversations. Instead, Transformative did not learn of Priority’s interest in and acquisition of Randseco until terms had been struck. 19. Tyler also was not performing as expected in his role as CEO. Thus, in August 2020, Transformative leadership and the Fallon Board of Directors began discussions with Tyler to transition him into a different role within the business through mutual agreement. 20. Before the parties could reach an agreement, however, Tyler abruptly resigned on October 6, 2020. Rather than directly informing the board members he had been in talks with for the last six weeks, he instead sent an email to the entire company at approximately 9:00 p.m. announcing his resignation. Tyler Seeks to Sabotage Fallon’s Communications 21. The very next day, Tyler participated in a channel on Slack (an instant messaging platform) created by Rob Thompson, Chief Technology Officer of Randseco, where Tyler and other Randseco officers plotted to sabotage Fallon. That channel, entitled “#dev_server_move”, was created at approximately 3:37 p.m. on October 7, 2020. 22. About an hour and a half after the channel was created, at approximately 5:00 p.m. on October 7, 2020, Tyler entered the Fallon headquarters in Quincy. He did not have permission to enter the headquarters, which is not open to the public, since he was no longer an employee there. 23. He went to the server room and removed a server there, with the assistance of Fallon’s Director of IT, who had been specifically instructed not to allow Tyler (or anyone else) to remove that specific server or any other server or equipment from the server room. Fallon and Transformative are not aware of any facts or information suggesting that Tyler or Randseco owned’ or part for tie server. BS194429.524. The next morning, at 9:02 am, Tyler trumpeted his victory to his comrades on the #dev_server_move channel, stating that he had taken “the box” from Fallon’s IT Director. Later that afternoon, he also sent a screen shot of a text from the IT Director saying that he gave the server to Tyler. 25. The server that Tyler took contained a copy of the Fallon-licensed STATCall program and the 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 Randseco 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. 26. One way in which the data on the server would allow Randseco and Tyler to, in essence, lock Fallon out of the programs is through revoking F. allon’s Application Programming Interface (API) keys. These API keys are unique identifiers that allow the Randseco programs to recognize users and authenticate them, similar to a username or password. Fallon’s API keys are unique to it and allow it to use the Randseco programs. 27. — If the API keys do not function properly or if they are removed from the system, then Fallon cannot use the programs. If the programs do not work, Fallon’s ambulances and dispatch center will not be able to communicate properly. The resulting delayed response times could literally mean the difference between life or death for some patients. 28. When Dan Starvish, Executive Vice President at Randseco and, upon information and belief, one of Tyler’s direct reports, suggested removing the Fallon API keys (and thus preventing Fallon from using the service), Tyler specifically authorized Starvish to do so. Tyler responded to the channel at 4:14 pm: “I am fine with the pulling of the keys. It’s about time we f**k with them.” He also commented, two minutes later, that “A server failure will suck.” -6- B5194429.529. Thompson also joined in, suggesting they could manipulate insecurities in Randseco’s own coding to harm Fallon, or create an “accident” that caused the program to fail. 30. marching orders: 31. 32. 33. 34. B5194429.5 a. At4:17 p.m., Thompson wrote: “it would be a shame if someone was to make use of the insecurities the code review found in our code... except they’re not that bad and not easy to use to achieve bad things” . Then, at 5:27 p.m., he wrote: “or the server and-backups need to have an accident” A little while later, Starvish followed up, asking Tyler for clarification on their a. At 8:42 p.m., Starvish wrote: “So now what. How do we nuke it” b. Then, at 9:32 p.m., he followed up, “What’s the order commander? Are we killing api access? Someone else handling those machines?” Tyler responded shortly thereafter with direct instructions. a. At 9:36 p.m., Tyler wrote: “Kill STATCall and then move to FASTCall. The MDTs gives me pause as the field crews use this for emergency security. Day time hours will be a better time to kill it as the crew safety risks are less” Starvish followed up at 9:41 p.m.: a. “Do we kill Mass Mobile Testing? Something that is probably significantly helping slow the spread at this point across New England? I mean, I do have a soul somewhere. I prefer to not let these s**tbags win in any form, and as hard as it would make their lives, what do we really accomplish, since they still have the code.” Tyler responded at 9:46 p.m.: . “Let me think of my back door with Mike” Thompson said at 9:48 p.m.: a. “I’m not entirely sure how granular the kill will be. Mainly because we haven’t tried it. chaircar I think will stay working until we disable to whole API key. disabling statcall and notifications should disable those things, but like I said, it’s been a while since its been tested. only thing I know for sure because I do test is semi-regularly is that disabling the APIkey kills it. MDT I would need to check how integrated we made the kill switch, it’s been a while since I looked at that part of it” 35. Starvish followed up a minute later at 9:49 p.m.: a. “I know for sure statcall dies quickly with no API key because I run into it every install” 36. Mere minutes later, Tyler began to execute on this plan. Starting at 9:55 p.m., he attempted to access the information on the server he had taken from Fallon. This would allow him to disable the API keys and cripple Fallon’s emergency medical services. 37. On information and belief, Tyler, Starvish, and Thompson had discussed these plans previously, including before Tyler had officially resigned as CEO of Fallon, because they sought to undermine Fallon to help their business affiliate and investor, Priority, a competing ambulance service. 38. On information and belief, Tyler, Starvish, and Thompson continue to conspire to interfere with Fallon’s communications systems and Fallon’s rightful use of the Randseco software pursuant to the Software License Agreement. Tyler Misappropriates Client Information 39, The server sabotage was not the only way that Tyler struck back at Fallon. He also misappropriated Fallon’s confidential customer information. 40. While at Transformative, Tyler had access to several client files related to one of Fallon’s largest clients, all of which he deleted from his desktop before he left. 41. Fallon considers these client files confidential and takes reasonable steps to protect this information. 42. On information and belief, Tyler also downloaded and/or transferred these files to a personal device of his so that he could use it for Randseco and Priority’s benefit. Tyler Defames Fallon to Scare Off its Clients -8- B5194429.543. Tyler has also targeted Fallon by going directly to its clients. 44, Shortly after his abrupt October 6 departure, Tyler told the same client whose information he deleted that he chose to leave Fallon because the new owners (i.e. 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. 45. This wasa lie. Transformative was not depriving Fallon of resources, Nor was there any real or legitimate risk that Fallon would not be able to fulfill its commitments. 46. Nevertheless, Tyler told the client these falsehoods because he wanted to scare the client away from continuing to do business with Fallon. 47. On information and belief, he also wanted to undermine Fallon and Transformative’s customer relationships to aid Priority and other competing ambulance services with which he has or is seeking relationships. COUNT ONE Breach of the Duty of Loyalty — Against Tyler 48. Transformative and Fallon re-allege and incorporate by reference paragraphs 1 through 48 of the Complaint. 49. As Chief Executive Officer of Transformative responsible for managing Fallon, Tyler occupied a position of trust and confidence while employed at Transformative and Fallon. Tyler accordingly owed Fallon a fiduciary duty of loyalty. 50. The duty of loyalty required Tyler to keep confidential Fallon’s confidential and proprietary information and not to use that information in a way that would harm Fallon. The duty to protect and keep confidential Fallon’s confidential and proprietary information persisted even after Tyler’s employment with Fallon ended. -9- B5194429.551. Tyler violated this duty by absconding with the server containing Fallon’s confidential information (including without limitation the coding and data that would allow him to disable the API keys); by providing that information to Starvish, Thompson, and Randseco; by conspiring with Starvish and Thompson to use that information to undermine Fallon’s business operations; and by deleting and downloading Fallon’s confidential information regarding its customer. 52. Fallon has suffered and will continue to suffer harm as a result of these actions. The imminent threat of a software crash or revocation of the API keys would cause significant disruption to Fallon’s business. This threat also has required Fallon to take preventative measures to ensure it will be able to continue operating. COUNT TWO Aiding and Abetting Breach of the Duty of Loyalty — Against Randseco 53. Transformative and Fallon re-allege and incorporate by reference paragraphs 1 through 56 of the Complaint. 54. As described above, Tyler owed Transformative and Fallon a fiduciary duty of loyalty, which he breached. 55. Randseco aided and abetted Tyler’s breaches of that duty by coordinating (through its officers or agents, Thompson and Starvish) with Tyler for the removal of the server and the abuse of the data and information contained therein. 56. As described above, Fallon and Transformative were harmed by Randseco’s and Tyler’s actions. ~ COUNT THREE Tortious Interference with Contractual or Advantageous Relations — Against Tyler and Randseco -10- B5194429.5,57. Transformative and Fallon re-allege and incorporate by reference paragraphs 1 through 57 of the Complaint. 58. Fallon has an ongoing business relationship with its client, to whom it provides ambulance transfer and emergency medical services. This relationship generates Fallon millions of dollars in revenue per year. 59, Tyler has interfered with this relationship by telling the client that Transformative is denying Fallon the resources it needs and that it will not be able to meet its contractual commitments. 60. In fact, these claims are not true, and Tyler knows they are not true. 61. Tyler knowingly said these untrue statements to convince the client to end its relationship with Fallon. 62. Inso doing, Tyler was acting within the scope of his employment as President of Randseco. Tyler’s actions furthered Randseco’s interests by undermining a competitor of its investor, Priority. 63. Tyler’s tortious interference with Fallon’s client relationship has caused Fallon harm or may do so. Fallon has also had to expend time and resources responding to Tyler’s defamation and to repair the relationship. COUNT FOUR Misappropriation of Trade Secrets in violation of M.G.L. c. 93 § 42 and 18 U.S.C. §§1831-39 (the Defend Trade Secrets Act) — Against Tyler 64. Plaintiffs re-allege and incorporates by reference paragraphs 1 through 64 of this Complaint. 65. Through his employment with Fallon, Tyler had access to Fallon’s customer information, including without limitation the extensive customer information on Fallon’s client. -ll- "B5194429.5These files contained highly sensitive and confidential information regarding Fallon’s relationship with the client including pricing, contractual terms, and sales data. 66. Fallon has taken reasonable efforts to guard this information and keep it secret. For instance, Fallon’s information is maintained on secure and password-protected servers, and Fallon maintains a secure physical premises. 67. Fallon has also expended significant time and expense in developing its customer information. 68. This information is highly valuable to Fallon when kept secret. For one, it represents unique knowledge of the customer’s preferences and usage and demand patterns developed through years of experience with the specific customer, which allows Fallon to more effectively and directly satisfy that customer’s needs. 69. Fallon’s confidential customer information thus constitute trade secrets within the meaning of the Massachusetts Uniform Trade Secrets Act (M.G.L. c. 93 §§ 42-42G). 70. This confidential information is also related to intérstate commerce, as Transformative, Fallon, and its clients conduct business across state lines, and thus constitute trade secrets within the meaning of the Defend Trade Secrets Act (18 USC §§ 1831-39). 71. Tyler misappropriated Fallon’s trade secrets by deleting them and, on information and belief, downloading them to his own personal devices. 72. Asaresult of Tyler’s misappropriation, Fallon has been harmed. 73. Tyler’s conduct was willful and/or malicious, entitling Fallon to exemplary damages pursuant to M.G.L. c. 93 § 42B(b) and 18 USC §1836(b)(3)(C). COUNT FIVE Violation of the Computer Fraud and Abuse Act, 18 USC §1030— Against Tyler and Randseco . -12- B5194429.5,74. Plaintiffs re-allege and incorporates by reference paragraphs 1 through 74 of this Complaint. 75. By absconding with the server and accessing the information contained therein, Tyler intentionally accessed a computer. Moreover, Tyler’s access of this server and the files was done in an attempt to gain access to Fallon’s programs and files and to manipulate them in a way to harm Fallon. 76. Tyler was not authorized to access the server at the time he did so, or his access exceeded any authorization he may have had at the time or previously. Tyler and Randseco were not, in any event, authorized or entitled to access the server for the purpose of accessing Fallon’s programs and data and interfering with its functionality. The slack messages exchanged between Tyler, Starvish, and Thompson are conclusive evidence that this interference was exactly their purpose and that they were intentionally exceeding any authorization they may have had. 77. The server accesses the internet and contains programs and data used in interstate commerce and thus is a “protected computer.” 78. Tyler also conspired with Starvish and Thompson to access the server and to manipulate the information contained therein to harm Fallon. 79. Tyler, Starvish, and Thompson were at all times acting within the scope of their employment at Randseco. Their actions furthered the interests of Randseco by allowing it to undermine a competitor of its investor, Priority. 80. These efforts have caused harm to Transformative, Fallon, and the patients they serve. Because Tyler’s efforts (including his conspiracy with Starvish and Thompson) would delay Fallon’s response times to emergency calls, these actions constitute a threat to public -13- B5194429.5health or safety. They also have caused a “potential modification or impairment of the medical examination, diagnosis, treatment, or care of 1 or more individuals.” COUNT SIX Violation of M.G.L. c. 93A, §11 — Against Randseco 81. Plaintiffs re-allege and incorporates by reference paragraphs | through 81 of this Complaint. 82. Randseco, as a software company, is engaged in the conduct of trade or commerce. 83. Tyler’s, Starvish’s, and Thompson’s conspiracy to abscond with Fallon’s server and use the data and code contained therein to cut off Fallon’s communications and sabotage its services is an unfair and/or deceptive business practice. 84. Tyler, Starvish, and Thompson were at all relevant times acting within the scope of their employment with Randseco. 85. These events described occurred primarily and substantially in Massachusetts. 86. As a result of these actions, Fallon has suffered harm as described above. REQUEST FOR RELIEF Wherefore, Plaintiffs Transformative Healthcare and Fallon Ambulance Services respectfully request that this Court grant the following relief: A. Enter judgment for Transformative and Fallon against Defendants Tyler and Randseco on all counts of this Complaint; B. Award Transformative and Fallon damages in an amount to be determined at trial; C. Award Transformative and Fallon attorneys’ fees, costs, and expenses in this action; -14- B5194429.5D. Award Transformative and Fallon preliminary and permanent injunctive relief against Defendants Tyler and Randseco, and; E. Grant any such other relief that the Court deems just and proper. October 16, 2020 B5194429.5 JURY DEMAND Plaintiffs demand a trial by jury on all claims so triable. TRANSFORMATIVE HEALTHCARE, INC and FALLON AMBULANCE SERVICES, LLC / iV Michael MBouf lett (BBO#558757) Michaeh Bor odorou (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 -15-