Contract analysis

I. PRELIMINARY STATEMENT Plaintiff Arbor Health Technologies Inc. ("AHT") respectfully submits this Memorandum of Law in support of its Motion for a Temporary Restraining Order and Preliminary Injunction against Defendant Desmond R. Farris ("Farris"). This case arises from a former senior executive's brazen and systematic campaign to destroy the company he once led commercially — a campaign launched within weeks of r

II. STATEMENT OF FACTS The following facts are drawn from the Affidavits of Dr. Annika Johansson (Exhibit L) and Marcus Tremblay (Exhibit M), and from the documentary exhibits referenced herein, all of which are submitted concurrently with this Memorandum. A. The Parties Arbor Health Technologies Inc. AHT is a Delaware corporation duly qualified and doing business in the Commonwealth of Massachusetts, with its princi

1. Social Media Disparagement and Disclosure of Confidential Information (November 2024 – February 2025). Beginning in November 2024, Farris published a series of posts on Westmark Health IT (where he maintains approximately 12,400 followers) and on X (formerly Fenmore Solutions) that contain false, disparaging, and defamatory statements about AHT, its products, its leadership, and its investors. These posts also dis

2. Podcast Appearances (January – March 2025). In addition to his social media activity, Farris made two appearances on industry podcasts during which he made further false and disparaging statements about AHT, its platform, and its leadership. Full recordings and transcripts of both podcast episodes have been preserved by Stonebridge Investigative Group LLC and are attached as Exhibits D and E. January 15, 2025 — *T

3. Client Solicitation (November 2024 – Present). After joining Meridian Healthworks on October 21, 2024, Farris personally contacted at least four of AHT's enterprise clients to solicit their business for Meridian, in direct violation of § 8 of the Separation Agreement. Each of the four clients identified below was a "Client" as defined in § 8(b) — that is, each was a customer of AHT during the twelve months precedi

1. Lakeview Regional Health System (Cleveland, Ohio). Lakeview Regional Health System is one of AHT's largest enterprise clients, with an annual contract value of $4.3 million per year. Johansson Aff. ¶ 56. The Lakeview contract was scheduled for renewal on April 1, 2025. Id. On November 8, 2024 — less than three weeks after commencing employment at Meridian — Farris sent an email to Dr. Nina Castellano, Vice Preside

2. Prairieland Medical Group, P.C. (Omaha, Nebraska). Prairieland Medical Group is an AHT client with an annual contract value of $2.1 million per year. Johansson Aff. ¶ 60. The Prairieland contract was scheduled for renewal on July 1, 2025. Id. On December 2, 2024, Farris placed a telephone call to Thomas Rourke, CEO of Prairieland, during which Farris solicited Prairieland's business for Meridian. Johansson Aff. ¶

3. Summit Atlantic Health Partners, LLC (Richmond, Virginia). Summit Atlantic Health Partners is an AHT client with an annual contract value of $3.7 million per year. Johansson Aff. ¶ 64. The Summit Atlantic contract was scheduled for renewal on September 1, 2025. Id. On January 22, 2025, Farris met in person with Angela Firth, Chief Operating Officer of Summit Atlantic, at a healthcare industry conference in Boston.

4. Northbridge Community Health Network (Portland, Maine). Northbridge Community Health Network is an AHT client with an annual contract value of $1.6 million per year. Johansson Aff. ¶ 69. The Northbridge contract was scheduled for renewal on March 1, 2025. Id. On November 14, 2024, Farris sent a series of Westmark Health IT messages to William Okafor, Chief Technology Officer of Northbridge, soliciting Northbridge'

4. Employee Solicitation (February 2025). AHT has evidence that Farris also violated § 9 of the Separation Agreement by soliciting AHT employees to join Meridian Healthworks. On February 10, 2025, Renata Solis, a Senior Director of Enterprise Sales at AHT, submitted her resignation. Tremblay Aff. ¶ 76. On February 24, 2025, Jerome Ashworth, also a Senior Director of Enterprise Sales, submitted his resignation. Id. ¶

III. LEGAL STANDARD FOR PRELIMINARY INJUNCTIVE RELIEF Under Massachusetts law, a court may grant a temporary restraining order or preliminary injunction pursuant to Mass. R. Civ. P. 65 and M.G.L. c. 214, § 1, upon a showing that emergency equitable relief is warranted to preserve the status quo and prevent irreparable harm pending resolution of the merits. The governing standard for the issuance of a preliminary inju

IV. ARGUMENT A. AHT Is Likely to Succeed on the Merits AHT presents seven independent causes of action, each of which, standing alone, demonstrates a strong likelihood of success on the merits. Taken together, they present an overwhelming case for injunctive relief.

1. Breach of the Non-Disparagement Covenant (§ 6). AHT is virtually certain to succeed on its claim that Farris has materially breached the non-disparagement covenant in § 6 of the Separation Agreement. The legal analysis is straightforward: the covenant is clear and unambiguous, Farris was paid over one million dollars in exchange for it, and the evidence of his violations is extensive and irrefutable.

Section 6 of the Separation Agreement provides that Farris "shall not make any written or oral statement, whether in public or private, that disparages, defames, or casts in a negative light the Company, its products, services, technology, business practices, officers, directors, employees, agents, or investors." Ex. A, § 6. The language is broad, encompassing any statement — written or oral, public or private — that

2. Breach of the Confidentiality Covenant (§ 7). AHT is equally likely to succeed on its claim that Farris has breached the confidentiality covenant in § 7 of the Separation Agreement by publicly disclosing AHT's Confidential Information.

Section 7 obligates Farris to maintain in confidence all Confidential Information — defined to include "client lists, client contact information, client-specific pricing and contract terms, financial results, financial projections, revenue data, churn and retention metrics, product roadmaps, technology architecture, [and] strategic plans" — for five years following the Effective Date, through August 30, 2029. Ex. A,

3. Breach of the Client Non-Solicitation Covenant (§ 8). AHT is virtually certain to succeed on its claim that Farris has breached the client non-solicitation covenant in § 8 of the Separation Agreement.

Section 8 provides that for twenty-four months following the Effective Date — through August 30, 2026 — Farris will not "solicit, divert, service, or attempt to solicit, divert, or service any Client for the purpose of providing products or services that are competitive with the Company's products or services." Ex. A, § 8(a). "Client" is defined as any entity that was a customer of AHT during the twelve months preced

4. Breach of the Employee Non-Solicitation Covenant (§ 9). AHT is also likely to prevail on its claim that Farris breached the employee non-solicitation covenant in § 9 of the Separation Agreement.

Section 9 prohibits Farris from "recruit[ing], solicit[ing], hir[ing], or attempt[ing] to recruit, solicit, or hire any employee of the Company, or encourage[ing], induce[ing], or assist[ing] any employee of the Company to terminate his or her employment with the Company" for twenty-four months following the Effective Date. Ex. A, § 9. The evidence establishes that two senior AHT sales directors — Renata Solis and Je

5. Violation of the Massachusetts Trade Secrets Act (M.G.L. c. 93, § 42). In addition to his contractual breaches, Farris's conduct constitutes a violation of the Massachusetts Trade Secrets Act, M.G.L. c. 93, §§ 42–42A. Under the statute, a trade secret is defined as information that: (a) derives independent economic value, actual or potential, from not being generally known to, and not being readily ascertainable b