Contract analysis

I. THE PARTIES A. Plaintiff Arbor Health Technologies Inc.

1. Plaintiff Arbor Health Technologies Inc. is a corporation duly organized and existing under the laws of the State of Delaware, qualified to do business and currently doing business in the Commonwealth of Massachusetts, with its principal place of business located at 230 Federal Street, Suite 1400, Boston, Massachusetts 02110.

2. AHT's registered agent in the State of Delaware is National Registered Agents Inc., located at 160 Greentree Drive, Suite 101, Dover, Delaware 19904. AHT's Employer Identification Number is 84-3291057.

3. AHT is a healthcare services and software-as-a-service ("SaaS") company that develops and provides a proprietary platform for population health management and value-based care analytics. AHT's platform enables health systems, medical groups, and community health networks to manage patient populations, optimize clinical outcomes, and transition from fee-for-service to value-based care reimbursement models. AHT was

4. AHT's Chief Executive Officer is Dr. Annika Johansson, who has served in that role since March 2019. AHT's General Counsel is Marcus Tremblay, who has served in that role since January 2020. AHT's Chief Financial Officer is Elaine Matsuda, who has served in that role since August 2021.

5. Since June 2021, a majority equity stake in AHT has been held by Ridgeline Capital Partners, LP, a Delaware limited partnership with offices at 600 Lexington Avenue, 28th Floor, New York, New York 10022. Ridgeline Capital Partners is a growth-focused private equity firm specializing in healthcare technology and services. Ridgeline Capital Partners' Managing Partner, Vikram Deshpande, serves as Chair of the AHT Boa

6. Defendant Desmond Reese Farris is a natural person residing at 47 Briarcliff Lane, Wellesley, Massachusetts 02481.

7. Farris was employed by AHT as Chief Revenue Officer ("CRO") from September 8, 2020 through August 9, 2024, a period of approximately three years and eleven months. As CRO, Farris was the most senior sales and revenue executive at AHT and a member of the Company's executive leadership team.

8. Since on or about October 21, 2024 — less than two months after the Effective Date of the Separation Agreement — Farris has been employed as Senior Vice President, Commercial Strategy, by Meridian Healthworks, Inc., a direct competitor of AHT in the healthcare IT and population health analytics market. Meridian Healthworks is headquartered at 1 Kendall Square, Building 200, Suite 600, Cambridge, Massachusetts 0213

9. Upon information and belief, Farris is currently represented in connection with the matters described in this Complaint by Constance A. Whitfield of Whitfield, Boone & Calloway LLP, located at 200 Ashbury Asset Advisors, Suite 3100, Boston, Massachusetts 02109.

10. This Court has subject matter jurisdiction over this action pursuant to M.G.L. c. 212, § 3. The amount in controversy exceeds $25,000, exclusive of interest and costs. This action involves claims for breach of contract, violation of the Massachusetts Trade Secrets Act, tortious interference with business relations, and defamation/business disparagement, each of which is properly within the jurisdiction of this Co

11. Venue is proper in Suffolk County pursuant to Section 15 of the Separation Agreement and General Release dated August 9, 2024, which provides in relevant part that "any disputes arising under or in connection with this Agreement shall be brought exclusively in the Superior Court of the Commonwealth of Massachusetts sitting in Suffolk County." Both AHT and Farris voluntarily agreed to this forum selection clause a

12. The Separation Agreement is governed by the substantive laws of the Commonwealth of Massachusetts, without regard to conflict-of-laws principles, pursuant to Section 14 thereof.

13. This Court has personal jurisdiction over the Defendant. Farris is a resident of the Commonwealth of Massachusetts, resides in Wellesley, Massachusetts, committed the tortious and contractual acts complained of herein in the Commonwealth of Massachusetts and elsewhere, and expressly consented to the personal jurisdiction of this Court in the Separation Agreement.

III. FACTUAL ALLEGATIONS A. AHT's Business and Confidential Information

14. AHT operates a leading healthcare SaaS platform for population health management and value-based care analytics. The AHT platform provides health systems, medical groups, and community health networks across the United States with data integration, risk stratification, care management, and quality reporting tools designed to support the transition from fee-for-service to value-based care reimbursement models. AHT

15. AHT's FY 2024 annual recurring revenue was $187.4 million, as audited by its independent auditors, Clearwater Audit Partners LLP. This figure represents the aggregate annualized value of AHT's subscription-based SaaS contracts with its clients and is a key measure of the Company's financial performance and enterprise value.

16. AHT's FY 2024 gross margin was 68.7%, as reflected in audited financial statements prepared and reviewed by Clearwater Audit Partners LLP. This gross margin is consistent with industry-leading performance among healthcare SaaS companies and reflects the strength and scalability of AHT's proprietary platform.

17. AHT's FY 2024 gross logo churn rate — measuring the percentage of customers who did not renew their contracts during the fiscal year — was 8.2%, as computed by AHT's finance team using internal customer records and independently verified by Clearwater Audit Partners LLP in connection with its annual audit engagement. This churn rate is at or below the industry median for healthcare SaaS companies and reflects the

18. AHT develops, maintains, and guards as confidential and proprietary a substantial body of information critical to its competitive position, including but not limited to: its client lists and client relationship details; client-specific pricing terms, annual contract values, and renewal dates; financial results, including revenue, gross margins, and churn data; Net Promoter Score ("NPS") data; product roadmaps and

19. In June 2021, Ridgeline Capital Partners, LP acquired a majority equity stake in AHT at an enterprise value of approximately $415 million, reflecting the substantial value of AHT's customer relationships, proprietary platform technology, intellectual property portfolio, and market position. The protection of AHT's Confidential Information and trade secrets was a material consideration in the Ridgeline Capital Par

20. AHT hired Farris as Chief Revenue Officer on September 8, 2020. In this capacity, Farris was the most senior sales and revenue executive at AHT and reported directly to CEO Dr. Annika Johansson. As CRO, Farris was responsible for overseeing all revenue-generating activities, including new business development, enterprise sales, account management, customer retention, and commercial strategy. Farris was a member o

21. In his role as CRO, Farris had broad and virtually unrestricted access to AHT's most sensitive and proprietary Confidential Information, including without limitation: (a) the identity, contact information, and contracting history of every AHT client, including key decision-makers at each account; (b) client-specific pricing terms, annual contract values ("ACV"), renewal dates, and the terms of individual customer

22. As of the date of his separation from AHT, Farris's final annual base salary was $385,000. In addition to his base salary, Farris was eligible for performance-based incentive compensation and had been granted equity in the form of stock options, as described further below.

23. During his tenure as CRO, Farris directly managed a sales organization of approximately 35 employees. Two AHT senior sales directors — Renata Solis and Jerome Ashworth — reported directly to Farris and served as his principal deputies in managing AHT's enterprise client relationships and revenue operations. C. The Separation Agreement and General Release

24. Farris's employment with AHT ended on August 9, 2024. On that date, AHT and Farris executed a Separation Agreement and General Release (hereinafter referred to as the "Separation Agreement" or the "Agreement"). A true and correct copy of the Separation Agreement is attached hereto as Exhibit A and is incorporated herein by reference.

25. In accordance with the requirements of the Older Workers Benefit Protection Act ("OWBPA"), 29 U.S.C. § 626(f), and the Age Discrimination in Employment Act ("ADEA"), 29 U.S.C. § 621 et seq., the Separation Agreement provided Farris with a twenty-one (21) day period in which to consider the Agreement before signing. Farris executed the Agreement on August 26, 2024, within the consideration period. The Agreement fu

26. In exchange for Farris's execution of the Agreement and his ongoing compliance with all of its terms, including the restrictive covenants described below, AHT provided Farris with the following separation consideration, which was in addition to any earned wages, accrued vacation, and other amounts to which Farris was otherwise entitled: (a) Separation Payment: A lump-sum separation payment of Five Hundred Seventy

27. The total separation consideration provided to Farris under the Separation Agreement was One Million Sixteen Thousand Eight Hundred Sixty-Six Dollars ($1,016,866), calculated as follows: $577,500 (separation payment) + $39,366 (COBRA subsidy) + $400,000 (estimated value of accelerated stock options) = $1,016,866. This consideration was substantial, representing approximately 2.64 times Farris's final annual base

28. Section 6 of the Separation Agreement provides, in relevant part, that Farris "shall not make any written or oral statement that disparages, defames, or casts in a negative light" AHT, its products, services, officers, directors, employees, or investors. The non-disparagement obligation is mutual; however, AHT's reciprocal obligation is expressly limited to official corporate communications and statements by offi

29. Section 7 of the Separation Agreement provides that Farris shall maintain in strict confidence all "Confidential Information" (as defined therein), and shall not directly or indirectly disclose, publish, or otherwise disseminate any such Confidential Information to any person, firm, corporation, or other entity. "Confidential Information" is broadly defined in Section 7 to include, without limitation, client list

30. Section 8 of the Separation Agreement provides that for a period of twenty-four (24) months following the Effective Date (i.e., through August 30, 2026), Farris shall not, directly or indirectly, "solicit, divert, or service" any "Client" of AHT. The term "Client" is defined in Section 8 to include any person or entity that (i) was a customer of AHT at any time during the twelve (12) months preceding the Effectiv

31. Section 9 of the Separation Agreement provides that for the same twenty-four (24) month restricted period following the Effective Date (i.e., through August 30, 2026), Farris shall not, directly or indirectly, "recruit, solicit, or hire any AHT employee or encourage any employee to leave AHT." This provision applies to all employees of AHT, regardless of whether such employees reported to Farris during his tenure

32. Section 10 of the Separation Agreement provides that upon any material breach by Farris of the restrictive covenants set forth in Sections 6 through 9, the following remedies shall be available to AHT: (a) AHT is entitled to the immediate cessation of any remaining separation payments or benefits not yet disbursed; (b) Farris shall be obligated to return all separation consideration previously paid to him, includ

33. Section 16 of the Separation Agreement provides that the prevailing party in any action to enforce the terms of the Agreement shall be entitled to recover its reasonable attorneys' fees and litigation costs from the non-prevailing party. D. Farris's Post-Separation Breach: Social Media Disparagement and Disclosure of Confidential Information Beginning in November 2024 and continuing through at least March 2025, F

34. On November 3, 2024, Farris posted publicly on Westmark Health IT, a professional social networking platform, where he maintained a profile with approximately 12,400 followers, many of whom are healthcare industry executives, including current and prospective AHT clients. The post stated, in pertinent part: "I spent four years at a company that treated its customers like ATMs and its employees like disposable par

35. This post identified AHT by name (or by a thinly veiled reference readily understood by Farris's Westmark Health IT audience to refer to AHT), was published to Farris's professional network of healthcare industry participants — many of whom are AHT's current customers, prospective customers, partners, and competitors — and constituted a written statement that disparaged, defamed, and cast in a negative light AHT,

36. On November 18, 2024, Farris posted publicly on Westmark Health IT a second disparaging statement concerning AHT. The post stated, in pertinent part: "When a PE firm runs a healthcare company, patients are just revenue units. I watched Arbor Health inflate its NPS scores to close deals. The board doesn't care — only EBITDA matters." A true and correct copy of a forensic screenshot of this post, preserved by Stone

37. This post expressly named "Arbor Health," disparaged AHT's leadership, its board of directors, and its private equity sponsor Ridgeline Capital Partners, LP, and contained the false and defamatory factual assertion that AHT "inflate[d] its NPS scores to close deals." This statement, if true, would suggest that AHT engaged in fraud in the course of its sales process — a grave accusation with no basis in fact. AHT'

38. On December 12, 2024, Farris posted on X (formerly known as Fenmore Solutions) the following statement: "Arbor Health's churn rate is 14% and climbing. Their 'best-in-class retention' pitch is pure fiction. I have the receipts." A true and correct copy of a forensic screenshot of this post, preserved by Stonebridge Investigative Group LLC, is attached hereto as Exhibit C.

39. This post was materially false. AHT's actual FY 2024 gross logo churn rate was 8.2%, as verified by AHT's independent auditors, Clearwater Audit Partners LLP. The figure of "14%" cited by Farris overstated AHT's actual churn rate by approximately 71% (5.8 percentage points on an 8.2% base). This grossly inflated figure, published by a former CRO who had direct knowledge of AHT's true churn metrics, was calculated

40. This post simultaneously violated two provisions of the Separation Agreement. First, by disclosing information relating to AHT's churn rate — even in a materially falsified form — Farris disclosed Confidential Information in violation of Section 7. Second, by characterizing AHT's retention performance as "pure fiction" and publishing a grossly inflated churn figure, Farris made a disparaging and defamatory statem

41. On February 3, 2025, Farris posted publicly on Westmark Health IT: "One of Arbor's top-5 health system clients pays $4.3M/yr and is about to walk. Management knows and is hiding it from investors." A true and correct copy of a forensic screenshot of this post, preserved by Stonebridge Investigative Group LLC, is attached hereto as part of Exhibit B.

42. This post disclosed confidential client-specific pricing information — specifically, the approximate annual contract value of AHT's contract with Lakeview Regional Health System, which was approximately $4.3 million per year. Client-specific pricing and ACV data are among AHT's most closely guarded categories of Confidential Information, as they provide competitors with direct insight into AHT's pricing strategy

43. This post also constituted disparagement in violation of Section 6 of the Separation Agreement by falsely implying that AHT's management was concealing material information from the Company's investors and by suggesting that a major client relationship was in jeopardy due to AHT's failures. The suggestion that management was "hiding" client attrition risk from investors, if true, would constitute a serious govern

44. On January 15, 2025, Farris appeared as a featured guest on The Digital Health Download, a healthcare technology industry podcast with an estimated audience of approximately 28,000 monthly listeners. During the recorded interview, which was subsequently published and made available for streaming and download, Farris made statements including the following: "Arbor Health's platform has serious clinical data integr

45. These statements disparaged AHT, its products, and its officers in violation of Section 6 of the Separation Agreement. The assertion that AHT's platform has "serious clinical data integrity issues" and that leadership was "financially motivated to suppress quality concerns" impugns the safety and reliability of a healthcare technology platform used by health systems serving millions of patients. Furthermore, Farr

46. On March 4, 2025, Farris appeared as a featured guest on HealthTech Insider, a healthcare technology industry podcast with an estimated audience of approximately 41,000 monthly listeners. During the recorded interview, Farris stated that AHT's gross margin was "barely 55%" and declining, called AHT's product "legacy tech with a SaaS wrapper," and described AHT CEO Dr. Annika Johansson's leadership as "delusional.

47. Farris's statement that AHT's gross margin was "barely 55%" was materially false. AHT's actual FY 2024 gross margin was 68.7%, as reflected in audited financial statements prepared by Clearwater Audit Partners LLP. Farris understated AHT's gross margin by nearly 14 percentage points (13.7 points), a discrepancy so large that it cannot be attributed to error or imprecise recollection. A gross margin of "barely 55%

48. These statements disclosed confidential financial information — specifically, gross margin data (albeit materially understated) — in violation of Section 7 of the Separation Agreement. They also constituted disparagement of AHT, its product, and its CEO in violation of Section 6, and constitute actionable defamation and business disparagement under Massachusetts law. F. Farris's Post-Separation Breach: Solicitati

49. After commencing employment with Meridian Healthworks, Inc. on or about October 21, 2024, Farris personally and directly solicited at least four AHT enterprise clients on behalf of Meridian, in direct and material violation of Section 8 of the Separation Agreement. In each instance, Farris leveraged knowledge of AHT's client relationships, contract terms, and renewal timelines that he had obtained during his tenu

50. On or about November 8, 2024, Farris sent an email to Dr. Nina Castellano, Vice President of Population Health at Lakeview Regional Health System, based in Cleveland, Ohio, offering what Farris described as a "competitive transition package" at Meridian Healthworks. In his email, Farris referenced AHT's platform by name, suggested that Lakeview would benefit from switching to Meridian's competing platform, and in

51. On October 28, 2025, Lakeview Regional Health System formally notified AHT of its intent not to renew its contract with AHT upon the expiration of the current term. A true and correct copy of the non-renewal letter is attached hereto as Exhibit H. Upon information and belief, Lakeview's decision not to renew was caused in substantial part by Farris's direct solicitation. Northbridge Community Health Network.

52. On or about November 14, 2024, Farris sent a series of Westmark Health IT direct messages to William Okafor, Chief Technology Officer of Northbridge Community Health Network, based in Portland, Maine, soliciting Northbridge's business for Meridian Healthworks. In these messages, Farris described Meridian's product capabilities, offered to arrange a product demonstration, and disparaged AHT's platform as "not keep

53. On March 1, 2025, Northbridge Community Health Network declined to renew its contract with AHT. On March 15, 2025, Northbridge executed a contract with Meridian Healthworks, Inc. for population health management services, confirming that Farris's solicitation directly caused the loss of this client. A true and correct copy of the confirmation of Northbridge's signing with Meridian is attached hereto as Exhibit I.

54. On or about December 2, 2024, Farris placed a telephone call to Thomas Rourke, Chief Executive Officer of Prairieland Medical Group, P.C., based in Omaha, Nebraska, to solicit Prairieland's business for Meridian Healthworks. During the call, upon information and belief, Farris discussed Meridian's product offerings and disparaged AHT's platform and service levels. AHT's annual contract value with Prairieland was

55. On or about January 22, 2025, Farris met in person with Angela Firth, Chief Operating Officer of Summit Atlantic Health Partners, LLC, based in Richmond, Virginia, at a healthcare industry conference held in Boston, Massachusetts. During this meeting, Farris solicited Summit Atlantic's business for Meridian Healthworks, discussed Meridian's platform capabilities, and encouraged Summit Atlantic to consider transit

56. The total annual contract value at risk from Farris's direct solicitation of these four AHT enterprise clients is $11.7 million per year, calculated as follows: $4.3 million (Lakeview Regional Health System) + $1.6 million (Northbridge Community Health Network) + $2.1 million (Prairieland Medical Group, P.C.) + $3.7 million (Summit Atlantic Health Partners, LLC) = $11.7 million.

57. As of the date of this filing, confirmed and probable lost annual contract value attributable to Farris's solicitation is $5.9 million per year, consisting of $1.6 million from Northbridge Community Health Network (contract lost to Meridian Healthworks, confirmed March 15, 2025) and $4.3 million from Lakeview Regional Health System (non-renewal notice issued October 28, 2025). Based on an average remaining contra