PRIVILEGED AND CONFIDENTIAL ATTORNEY-CLIENT COMMUNICATION — ATTORNEY WORK PRODUCT
This document is protected by the attorney-client privilege and the work product doctrine. It was prepared in anticipation of litigation and reflects the mental impressions, conclusions, opinions, and legal theories of counsel. It is not to be disclosed, distributed, or reproduced in any form without the prior written consent of Calderwood & Harkness LLP and Arbor Health Technologies Inc.
CASE STRATEGY MEMORANDUM
Arbor Health Technologies Inc. v. Desmond R. Farris
FROM: Samuel Eklund, Partner, and Hannah Brinkley, Senior Associate Calderwood & Harkness LLP 100 High Street, 26th Floor Boston, MA 02110
TO: Dr. Annika Johansson, Chief Executive Officer, and Marcus Tremblay, General Counsel Arbor Health Technologies Inc. 230 Federal Street, Suite 1400 Boston, MA 02110
DATE: November 19, 2025
RE: Litigation Strategy — Arbor Health Technologies Inc. v. Desmond R. Farris
MATTER NO.: 1010-00005
PRIVILEGE NOTICE: This memorandum is a privileged and confidential attorney-client communication and attorney work product prepared in anticipation of litigation. It is not to be disclosed to any third party without the prior written consent of Calderwood & Harkness LLP and Arbor Health Technologies Inc. Disclosure to Ridgeline Capital Partners, LP board representatives should be made only through counsel to preserve privilege. Any inadvertent disclosure does not constitute a waiver of any applicable privilege or protection.
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I. EXECUTIVE SUMMARY
Calderwood & Harkness LLP has been retained by Arbor Health Technologies Inc. ("AHT") to prosecute claims against Desmond R. Farris ("Farris"), AHT's former Chief Revenue Officer, arising from his systematic breaches of the Separation Agreement and General Release dated August 9, 2024 (the "Separation Agreement"), which became effective on August 30, 2024 following the expiration of the statutory revocation period. This memorandum sets forth our recommended litigation strategy, including the proposed filing plan, injunctive relief strategy, discovery plan, expert strategy, assessment of anticipated defenses, settlement posture, risk analysis, litigation timeline, and budget.
Based on our review of the Separation Agreement, the documentary evidence assembled to date, the forensic preservation work performed by Stonebridge Investigative Group LLC, and our consultations with AHT management, we have identified four distinct categories of post-separation conduct by Farris that constitute material breaches of the Separation Agreement and give rise to both contractual and tort-based claims:
(1) Public Disparagement via Social Media and Podcast Interviews. Between November 2024 and March 2025, Farris made a series of public statements on Westmark Health IT, X (formerly Fenmore Solutions), and two industry-specific podcasts that disparaged AHT, its products, its leadership, and its investors. Several of these statements contained demonstrably false factual assertions — including a claimed customer churn rate of 14% (actual: 8.2%) and a claimed gross margin of "barely 55%" (actual: 68.7%) — in direct violation of the non-disparagement and confidentiality provisions of the Separation Agreement.
(2) Disclosure of Confidential Financial and Client Information. In the course of the foregoing public statements, Farris disclosed specific client pricing information ($4.3 million per year for a top-five health system client) and proprietary financial metrics, in violation of the five-year confidentiality restriction set forth in Section 7 of the Separation Agreement.
(3) Direct Solicitation of AHT Enterprise Clients. Beginning as early as October 2024, Farris directly solicited at least four AHT enterprise clients — Lakeview Regional Health System, Prairieland Medical Group, P.C., Summit Atlantic Health Partners, LLC, and Northbridge Community Health Network — with a combined annual contract value ("ACV") of approximately $11.7 million per year. Two of these clients have already declined to renew their AHT contracts, with confirmed or probable lost ACV of $5.9 million per year. All solicitations were made on behalf of or in connection with Farris's new employer, Meridian Healthworks, Inc. ("Meridian"), a direct AHT competitor, in violation of the 24-month non-solicitation of clients provision in Section 8 of the Separation Agreement.
(4) Suspected Solicitation of AHT Employees. Two former AHT Senior Sales Directors who reported to Farris during his tenure — Renata Solis and Jerome Ashworth — resigned in February 2025 and subsequently joined Meridian Healthworks. AHT possesses text message evidence indicating that Farris contacted both individuals prior to their resignations, in violation of the 24-month non-solicitation of employees provision in Section 9 of the Separation Agreement.
Based on our preliminary analysis of the damages, including confirmed lost client revenue, projected multi-year contract losses, pipeline conversion decline, reputational remediation costs, contractual clawback and liquidated damages provisions, we estimate AHT's total claimed damages at approximately $27,506,866, exclusive of attorneys' fees recoverable under the prevailing party provision of the Separation Agreement (Section 16).
We recommend that AHT file a Verified Complaint and Motion for Temporary Restraining Order / Preliminary Injunction in Suffolk County Superior Court on November 21, 2025. The urgency of this filing is dictated by the ongoing nature of Farris's conduct, the approaching renewal dates for at-risk client accounts, and the finite duration of the contractual non-solicitation restriction period, which expires on August 30, 2026. Every day of delay narrows the effective window of injunctive protection and increases the risk of additional, potentially irrecoverable client losses.
We assess the overall likelihood of success on the merits as strong. The contractual provisions are clear, specific, and supported by substantial consideration. The evidence of breach is extensive, well-documented, and largely preserved in digital form. The false factual content of Farris's public statements undermines his anticipated defenses. The primary litigation risk is Farris's anticipated effort to reframe this case around public interest and whistleblower narratives, which — while lacking substantive legal merit in our view — could generate unfavorable media coverage and jury sympathy if the case proceeds to trial. We address this risk and our recommended mitigation strategies in detail below.
II. BACKGROUND AND FACTUAL OVERVIEW
A. The Parties
Arbor Health Technologies Inc. ("AHT") is a Delaware corporation headquartered at 230 Federal Street, Suite 1400, Boston, Massachusetts 02110. AHT operates a healthcare services and software-as-a-service ("SaaS") platform specializing in population health management and value-based care analytics. The platform is deployed by hospitals, health systems, medical groups, and managed care organizations across the United States, providing data aggregation, risk stratification, quality measurement, and clinical decision support tools. AHT's fiscal year 2024 annual recurring revenue ("ARR") was approximately $187.4 million. The company employs approximately 620 individuals. AHT's executive leadership team includes Dr. Annika Johansson (Chief Executive Officer), Marcus Tremblay (General Counsel), and Elaine Matsuda (Chief Financial Officer).
Ridgeline Capital Partners, LP ("Ridgeline") is the majority equity holder of AHT, having acquired its controlling stake in June 2021 in a transaction valuing the company at approximately $415 million in enterprise value. Ridgeline is a private equity firm headquartered at 600 Lexington Avenue, 28th Floor, New York, New York 10022. The Managing Partner and current AHT Board Chair is Vikram Deshpande. Ridgeline's ownership stake and its representation on the AHT Board are relevant to this matter for purposes of privilege considerations (discussed in Section XII below), settlement authority, and Farris's anticipated narrative strategy regarding private equity ownership of healthcare companies.
Desmond R. Farris ("Farris") is the defendant in this action. Farris served as Chief Revenue Officer of AHT from September 8, 2020 through August 9, 2024, a tenure of approximately four years. In that role, Farris had direct responsibility for AHT's enterprise sales organization, client relationship management, and revenue growth strategy. He oversaw a sales team of approximately 45 individuals and had direct relationships with many of AHT's largest enterprise clients. His final base salary at AHT was $385,000 per year. On August 9, 2024, Farris's employment with AHT was terminated, and the parties entered into the Separation Agreement that is at the center of this dispute. Farris is currently employed as Senior Vice President, Commercial Strategy at Meridian Healthworks, Inc., having commenced that role on or about October 21, 2024 — less than two months after the Effective Date of the Separation Agreement. Farris resides at 47 Briarcliff Lane, Wellesley, Massachusetts 02481.
Meridian Healthworks, Inc. ("Meridian") is a direct competitor of AHT. Meridian is a Delaware corporation headquartered at 1 Kendall Square, Building 200, Suite 600, Cambridge, Massachusetts 02139. Meridian offers a competing population health management and value-based care analytics platform, targeting many of the same hospital systems, health networks, and medical groups that constitute AHT's customer base. Meridian's annual recurring revenue is approximately $135 million. Meridian's Chief Executive Officer is Russell Kwan. While Meridian is not currently named as a defendant in this action, its role as the direct beneficiary of Farris's breaches — and as the entity to which at least one confirmed lost AHT client (Northbridge Community Health Network) has migrated — makes it a significant presence in this litigation. As discussed below, we recommend preserving the option to add Meridian as a defendant for tortious interference if discovery reveals coordinated conduct between Farris and Meridian leadership.
Defense Counsel. Farris is represented by Constance A. Whitfield and Jared Norcross of Whitfield, Boone & Calloway LLP, located at 200 Ashbury Asset Advisors, Suite 3100, Boston, Massachusetts 02109. Ms. Whitfield responded to AHT General Counsel Marcus Tremblay's pre-suit demand letter on October 3, 2025, denying all material allegations and asserting First Amendment and public interest defenses on Farris's behalf. We have prior experience with Ms. Whitfield; she is a capable and aggressive litigator who is likely to mount a vigorous defense.
B. The Separation Agreement
The Separation Agreement and General Release (the "Separation Agreement") was executed on August 9, 2024, which was Farris's last day of employment with AHT. In accordance with the requirements of the Older Workers Benefit Protection Act ("OWBPA") and the Age Discrimination in Employment Act ("ADEA"), Farris was provided with a 21-day consideration period during which to review the agreement and consult with counsel of his choosing. Farris signed the Separation Agreement on August 26, 2024 — the seventeenth day of the consideration period. The seven-day revocation period prescribed by OWBPA/ADEA expired without revocation on August 30, 2024, which is the Effective Date of the Separation Agreement.
The Separation Agreement contains several provisions that are directly implicated by Farris's post-separation conduct. We summarize the key terms below.
Separation Consideration (Section 3). In exchange for the restrictive covenants, general release of claims, and other undertakings set forth in the Separation Agreement, AHT agreed to provide Farris with total separation consideration of $1,016,866, comprising three components:
(a) Cash Severance (Section 3(a)): $577,500, representing eighteen (18) months of Farris's base salary at his then-current rate of $385,000 per year, payable in regular payroll installments over the eighteen-month period following the Effective Date.
(b) COBRA Health Insurance Subsidy (Section 3(b)): $39,366, representing eighteen (18) months of COBRA continuation coverage subsidies at the rate of $2,187 per month, to maintain the same level of health insurance coverage Farris had enjoyed during his employment.
(c) Accelerated Stock Option Vesting (Section 3(c)): Accelerated vesting of 62,500 unvested stock options at a strike price of $4.80 per share. Based on the fair market value of AHT equity at the time (estimated at $11.20 per share), the estimated spread on these options was approximately $400,000.
This consideration was substantial by any measure and, as discussed in Section VII below, strongly supports the enforceability of the restrictive covenants that Farris undertook in exchange.
Non-Disparagement (Section 6). Farris agreed not to make any written or oral statement that disparages, defames, or casts in a negative light AHT, its products, services, officers, directors, employees, or investors. This obligation is mutual: AHT agreed to a corresponding non-disparagement obligation, but AHT's obligation is limited in scope to official corporate communications and statements by officers at the Vice President level or above. The mutual nature of this clause is significant because, as discussed in Section VII.F below, Farris may attempt to assert a counterclaim for breach of the mutual obligation.
Confidentiality (Section 7). Farris agreed to a five-year confidentiality restriction, extending through August 30, 2029. The restriction covers a broad but well-defined category of confidential information, including client lists, pricing information, financial results, product roadmaps, and strategic plans. This provision operates independently of the non-disparagement clause and provides an additional basis for relief with respect to Farris's disclosure of specific client pricing and financial data.
Non-Solicitation of Clients (Section 8). Farris agreed to a 24-month restriction — extending through August 30, 2026 — prohibiting him from directly or indirectly soliciting, diverting, or accepting business from any "Client" of AHT. The Separation Agreement defines "Client" to include (i) any customer of AHT during the twelve (12) months preceding the Effective Date, and (ii) any active prospective customer in AHT's sales pipeline as of the Effective Date. This definition is central to Farris's anticipated overbreadth defense, discussed in Section VII.D below.
Non-Solicitation of Employees (Section 9). Farris agreed to the same 24-month restriction through August 30, 2026, prohibiting him from soliciting, recruiting, or encouraging any AHT employee to leave AHT's employment. This provision is relevant to the departures of Renata Solis and Jerome Ashworth.
Clawback and Repayment (Section 10). The Separation Agreement provides that upon a material breach of any of Sections 6 through 9, AHT is entitled to: (a) immediate cessation of any remaining severance payments not yet disbursed; (b) return of all separation consideration previously paid to Farris; and (c) injunctive relief without the requirement of posting a bond. The clawback provision is a significant element of the remedial framework, as it permits AHT to recover the full $1,016,866 in separation consideration in addition to actual damages.
Liquidated Damages (Section 10(d)). In addition to the clawback, the Separation Agreement provides for liquidated damages of $250,000 in the event of a breach of Section 6 (Non-Disparagement) or Section 7 (Confidentiality), plus actual damages to the extent they exceed that amount. This structure — liquidated damages as a floor, with actual damages recoverable above the floor — avoids the enforceability issues that can arise when liquidated damages clauses are characterized as penalties.
Prevailing Party Attorneys' Fees (Section 16). The Separation Agreement provides that the prevailing party in any litigation arising out of or related to the agreement shall be entitled to recover its reasonable attorneys' fees and costs. This provision is significant both as a component of AHT's potential recovery and as a source of settlement pressure on Farris.
Governing Law (Section 14) and Forum Selection (Section 15). The Separation Agreement is governed by Massachusetts law and contains a mandatory forum selection clause designating Suffolk County Superior Court, Commonwealth of Massachusetts, as the exclusive forum for any disputes arising under the agreement. Both provisions are favorable to AHT and obviate any potential jurisdictional or venue challenges.
C. Farris's Post-Separation Conduct
Our investigation, supplemented by the forensic preservation work of Stonebridge Investigative Group LLC, has documented a pattern of escalating breaches by Farris commencing shortly after his hire by Meridian Healthworks in October 2024 and continuing through the present. The conduct falls into four categories, each of which corresponds to a specific restrictive covenant in the Separation Agreement.
1. Social Media Disparagement (November 2024 – February 2025). Beginning in November 2024, Farris published a series of posts on Westmark Health IT and X (formerly Fenmore Solutions) that disparaged AHT, its products, its leadership, and its investors. These posts were made to Farris's approximately 12,400 Westmark Health IT followers and his X audience, which includes a significant concentration of healthcare industry professionals, potential AHT customers, and industry analysts. The specific posts are as follows:
November 3, 2024 — Westmark Health IT Post. Farris characterized AHT's corporate culture as "rotten from the top" and urged potential customers to "ask hard questions about data accuracy and uptime." This post was widely circulated within the healthcare technology community and generated approximately 340 engagements (likes, comments, and shares) according to metadata preserved by Stonebridge.
November 18, 2024 — Westmark Health IT Post. Farris accused AHT of inflating Net Promoter Scores ("NPS"), stated that "the board doesn't care — only EBITDA matters," and broadly disparaged the private equity ownership model as applied to healthcare companies. This post explicitly referenced AHT's board and investor structure, implicating the Separation Agreement's prohibition on statements that disparage AHT's investors.
December 12, 2024 — X (Fenmore Solutions) Post. Farris falsely claimed that AHT's customer churn rate is "14% and climbing." AHT's actual gross logo churn for fiscal year 2024 was 8.2%, as verified by Clearwater Audit Partners LLP, AHT's independent auditor. This represents an overstatement of approximately 71% and constitutes a demonstrably false factual assertion — not a matter of opinion or characterization.
February 3, 2025 — Westmark Health IT Post. Farris disclosed specific client pricing information, stating the price paid by a "top-5 health system client" of AHT ($4.3 million per year). He also predicted the imminent departure of that client. This post constitutes a direct violation of both Section 6 (Non-Disparagement) and Section 7 (Confidentiality), as it disclosed proprietary pricing information that falls squarely within the Separation Agreement's definition of Confidential Information.
All four posts have been forensically preserved by Stonebridge Investigative Group LLC, including full metadata, screenshots with timestamps, and URL archives. As of the date of this memorandum, the Westmark Health IT posts remain publicly visible on Farris's profile. The X post was briefly deleted but subsequently reposted by Farris in a modified form that retained the substance of the original false claim.
2. Podcast Appearances (January – March 2025). In addition to his social media activity, Farris made two podcast appearances in which he made statements that breach the Separation Agreement's non-disparagement and confidentiality provisions.
January 15, 2025 — The Digital Health Download. This podcast has approximately 28,000 monthly listeners and is widely followed within the healthcare technology industry. During the interview, Farris alleged "serious clinical data integrity issues" at AHT and characterized the company's leadership as "financially motivated to suppress quality concerns." These statements go beyond general commentary on industry trends and constitute specific, targeted disparagement of AHT and its officers.
March 4, 2025 — HealthTech Insider. This podcast has an even larger audience of approximately 41,000 monthly listeners. During this appearance, Farris falsely stated that AHT's gross margin was "barely 55%." AHT's actual gross margin, as reflected in Clearwater Audit Partners LLP's audited financial statements for fiscal year 2024, is 68.7% — a difference of nearly twenty percentage points. Farris also described AHT's product as "legacy tech with a SaaS wrapper" and characterized Dr. Johansson's leadership as "delusional." Both of these characterizations, while partially opinion-based, are made in the context of a pattern of false factual assertions and constitute disparagement within the meaning of Section 6.
Full recordings of both podcast episodes have been preserved by Stonebridge, and transcripts have been prepared and reviewed for accuracy. We intend to subpoena the podcast producers for any unedited recordings, pre-interview communications, and editorial notes that may shed light on Farris's intent and the scope of information he provided.
3. Client Solicitation (October 2024 – Present). The evidence demonstrates that Farris directly solicited at least four AHT enterprise clients in violation of the 24-month non-solicitation of clients restriction in Section 8 of the Separation Agreement. All four clients were existing AHT customers at the time of the Effective Date and thus fall within the Separation Agreement's definition of "Client." The specific solicitations are as follows:
Lakeview Regional Health System (Cleveland, Ohio; ACV $4.3 million per year; contract renewal date April 1, 2025). On November 8, 2024, Farris sent an email to Dr. Nina Castellano, Vice President of Population Health at Lakeview, offering a Meridian "competitive transition package." This email has been obtained by AHT and authenticated. On October 28, 2025, Lakeview sent a non-renewal notice to AHT, effectively terminating a longstanding $4.3 million per year engagement. While Lakeview's stated reasons for non-renewal have not been fully articulated, the temporal proximity between Farris's solicitation and the non-renewal decision, combined with the specific offer of a "competitive transition package," strongly supports a causal connection.
Prairieland Medical Group, P.C. (Omaha, Nebraska; ACV $2.1 million per year; contract renewal date July 1, 2025). On December 2, 2024, Farris placed a telephone call to Thomas Rourke, CEO of Prairieland, to discuss Prairieland's AHT relationship and explore a potential transition to Meridian. This call was documented in AHT's client relationship management records after Rourke disclosed the contact to his AHT account manager. Prairieland's contract renewal is approaching and this account is actively at risk.
Summit Atlantic Health Partners, LLC (Richmond, Virginia; ACV $3.7 million per year; contract renewal date September 1, 2025). On January 22, 2025, Farris met in person with Angela Firth, Chief Operating Officer of Summit Atlantic, at a healthcare industry conference in Boston. The substance of that conversation is not fully known, but Firth subsequently requested a meeting with her AHT account team to "discuss alternatives in the marketplace," suggesting that Farris's solicitation was at least partially successful in seeding doubt about AHT's value proposition. Summit Atlantic's contract renewal is also approaching and this account is actively at risk.
Northbridge Community Health Network (Portland, Maine; ACV $1.6 million per year; contract renewal date March 1, 2025). On November 14, 2024, Farris sent Westmark Health IT direct messages to William Okafor, Chief Technology Officer of Northbridge, soliciting a conversation about Meridian's platform capabilities. Northbridge subsequently declined to renew its AHT contract effective March 1, 2025 and signed a new contract with Meridian Healthworks on March 15, 2025. The Northbridge loss is the most clearly attributable to Farris's solicitation, as the direct message evidence, the timing, and the ultimate switch to Farris's current employer establish a compelling chain of causation.
The total ACV at risk across these four clients is $11.7 million per year. The confirmed or probable lost ACV — comprising the Northbridge non-renewal ($1.6 million) and the Lakeview non-renewal ($4.3 million) — totals $5.9 million per year. The Prairieland and Summit Atlantic accounts remain active but at significant risk, with renewal dates of July 1, 2025 and September 1, 2025, respectively. The urgency of obtaining injunctive relief is driven in substantial part by the need to protect these remaining at-risk accounts during the balance of the non-solicitation period.
4. Employee Solicitation (Suspected). AHT has identified two former employees whose departures are consistent with solicitation by Farris in violation of Section 9 of the Separation Agreement:
Renata Solis — Solis served as a Senior Sales Director at AHT and reported directly to Farris during his tenure as Chief Revenue Officer. Solis resigned from AHT on February 10, 2025 and subsequently joined Meridian Healthworks.
Jerome Ashworth — Ashworth also served as a Senior Sales Director at AHT and reported to Farris during his tenure. Ashworth resigned from AHT on February 24, 2025 — two weeks after Solis — and also joined Meridian Healthworks.
AHT possesses text message evidence indicating that Farris communicated with both Solis and Ashworth prior to their resignations. While the full content of these communications has not yet been produced (and will be a priority in discovery), the circumstantial evidence — the close temporal proximity of the two resignations, the prior reporting relationship with Farris, the simultaneous movement to the same competitor, and the existence of pre-resignation communications — strongly supports an inference of solicitation.
The departures of Solis and Ashworth represent not only a violation of Section 9 but also a competitive injury to AHT, as both individuals possessed extensive knowledge of AHT's enterprise sales strategies, client relationships, and pricing structures.
D. Pre-Suit History
The following chronology summarizes the key events leading up to the filing of this action:
September 15, 2025. Marcus Tremblay, AHT General Counsel, sent a pre-suit demand letter to Farris personally, putting him on notice of AHT's claims and demanding immediate compliance with all provisions of the Separation Agreement, including cessation of all disparaging and confidential statements, removal of offending social media posts, and cessation of all client and employee solicitation activity. The letter also demanded the return of all separation consideration previously paid pursuant to the clawback provision of Section 10.
October 3, 2025. Constance A. Whitfield of Whitfield, Boone & Calloway LLP responded on behalf of Farris. The response denied all material allegations in AHT's demand letter and asserted, in substance, that Farris's public statements constituted protected speech on matters of public concern, that the non-disparagement provision was unenforceable as against public policy, and that Farris's contacts with former AHT clients were not "solicitation" within the meaning of the Separation Agreement but rather ordinary business activity in his capacity as an employee of Meridian Healthworks. The response did not offer any commitment to cease any of the complained-of conduct.
October 10, 2025. AHT retained Stonebridge Investigative Group LLC (Karen Velasco, Principal) to perform forensic preservation of Farris's public social media posts, podcast recordings, and related digital evidence. Stonebridge completed an initial preservation sweep and has been performing ongoing monitoring of Farris's public digital activity.
November 17, 2025. Calderwood & Harkness LLP opened this engagement (Matter No. 1010-00005) upon execution of the engagement letter by Dr. Johansson and Marcus Tremblay.
November 18, 2025. AHT transmitted a $75,000 initial retainer to Calderwood & Harkness LLP.
As of the date of this memorandum, Farris has not complied with any of the demands set forth in AHT's September 15, 2025 letter, and his offending social media posts remain publicly accessible.
III. FILING PLAN AND IMMEDIATE NEXT STEPS
A. Verified Complaint
We recommend filing a Verified Complaint against Desmond R. Farris on November 21, 2025 in Suffolk County Superior Court, Commonwealth of Massachusetts, consistent with the mandatory forum selection clause in Section 15 of the Separation Agreement. The Complaint will be verified by Dr. Annika Johansson under oath, which is necessary to support the contemporaneous application for a Temporary Restraining Order pursuant to Massachusetts Rule of Civil Procedure 65.
The Verified Complaint will assert seven counts:
Count I — Breach of Contract (Non-Disparagement, § 6). This count will address Farris's social media posts (November 3, November 18, and December 12, 2024; February 3, 2025) and podcast appearances (January 15 and March 4, 2025), each of which constitutes a separate and independent breach of the non-disparagement covenant. The Complaint will set forth the specific statements at issue, their falsity where applicable, and the harm to AHT's reputation and business relationships.
Count II — Breach of Contract (Confidentiality, § 7). This count will focus on Farris's disclosure of specific client pricing information ($4.3 million per year for a top-five health system client) in the February 3, 2025 Westmark Health IT post, as well as his disclosure of purported financial metrics (churn rate, gross margin) in his social media and podcast statements. Even though the specific financial figures Farris cited were false, the act of disclosing what Farris purported to be AHT's proprietary financial data constitutes a breach of the confidentiality restriction regardless of accuracy.
Count III — Breach of Contract (Non-Solicitation of Clients, § 8). This count will detail each of the four documented client solicitations: Lakeview Regional Health System, Prairieland Medical Group, Summit Atlantic Health Partners, and Northbridge Community Health Network. The Complaint will set forth the specific dates, methods, and substance of each solicitation, the contractual status of each client, and the resulting harm to AHT.
Count IV — Breach of Contract (Non-Solicitation of Employees, § 9). This count will address Farris's solicitation of Renata Solis and Jerome Ashworth, relying on the text message evidence of pre-resignation communications with Farris and the circumstantial evidence of near-simultaneous departures to Meridian Healthworks.
Count V — Violation of the Massachusetts Trade Secrets Act (M.G.L. c. 93, § 42). This count will allege that Farris's disclosure and use of AHT's confidential client information, pricing data, financial metrics, and other proprietary business information in connection with his employment at Meridian and his public statements constitutes misappropriation of trade secrets under the Massachusetts Trade Secrets Act. This statutory claim provides an additional avenue of recovery, including the potential for enhanced damages for willful and malicious misappropriation.
Count VI — Tortious Interference with Business Relations. This count will allege that Farris, by soliciting AHT's clients in violation of his contractual obligations and in concert with a direct competitor, intentionally and improperly interfered with AHT's existing and prospective business relationships with Lakeview, Prairieland, Summit Atlantic, and Northbridge. The tortious interference claim extends beyond the breach of contract counts by capturing the competitive harm inflicted on AHT irrespective of the Separation Agreement.
Count VII — Defamation / Business Disparagement. This count will address the demonstrably false factual statements made by Farris in his public forums — specifically, the false claim that AHT's churn rate is "14% and climbing" (actual: 8.2%) and the false claim that AHT's gross margin is "barely 55%" (actual: 68.7%). These false statements of fact, published to third parties with knowledge of their falsity or reckless disregard for their truth, have caused and continue to cause damage to AHT's business reputation.
The Prayer for Relief in the Verified Complaint will seek:
(a) Temporary, preliminary, and permanent injunctive relief restraining Farris from further breaches of Sections 6, 7, 8, and 9 of the Separation Agreement;
(b) An order requiring Farris to remove all offending social media posts and to request that podcast producers retract or remove the relevant episodes;
(c) Liquidated damages of $250,000 pursuant to Section 10(d) of the Separation Agreement;
(d) Clawback of all separation consideration previously paid, totaling $1,016,866, pursuant to Section 10(a)-(b) of the Separation Agreement;
(e) Actual damages in excess of the liquidated damages amount, including lost client revenue, pipeline conversion losses, and reputational remediation costs;
(f) Enhanced damages for willful and malicious misappropriation of trade secrets under the Massachusetts Trade Secrets Act;
(g) Reasonable attorneys' fees and costs pursuant to Section 16 of the Separation Agreement and applicable law; and
(h) Such other and further relief as the Court deems just and proper.
B. TRO / Preliminary Injunction Motion
The Motion for Temporary Restraining Order and Preliminary Injunction will be filed simultaneously with the Verified Complaint on November 21, 2025. The TRO is the most time-critical element of our filing plan.
Relief Sought. We will seek an immediate TRO pursuant to Massachusetts Rule of Civil Procedure 65 ordering Farris to:
(a) Immediately cease making any written or oral statement that disparages, defames, or casts in a negative light AHT, its products, services, officers, directors, employees, or investors;
(b) Immediately cease disclosing any Confidential Information of AHT as defined in Section 7 of the Separation Agreement;
(c) Immediately cease all direct or indirect solicitation of AHT clients and employees as defined in Sections 8 and 9 of the Separation Agreement;
(d) Remove all offending social media posts — specifically identified by date and platform — within forty-eight (48) hours of entry of the TRO; and
(e) Contact the producers of The Digital Health Download and HealthTech Insider to request retraction or removal of the podcast episodes in which Farris made disparaging and false statements about AHT.
Supporting Papers. The TRO motion will be supported by:
(i) A Memorandum of Law addressing the four-factor Massachusetts preliminary injunction standard (likelihood of success on the merits, irreparable harm, balance of hardships, and public interest) and demonstrating that each factor weighs decisively in AHT's favor;
(ii) An Affidavit of Dr. Annika Johansson, as Chief Executive Officer of AHT, attesting to the nature and impact of Farris's conduct on AHT's business, client relationships, reputation, and employee morale, as well as verifying the allegations of the Complaint;
(iii) An Affidavit of Marcus Tremblay, as General Counsel of AHT, attesting to the execution and terms of the Separation Agreement, the pre-suit demand and response, and the engagement of Stonebridge Investigative Group LLC for evidence preservation; and
(iv) A Proposed Order setting forth the specific terms of the requested TRO.
Duration and Transition to Preliminary Injunction. Under Massachusetts Rule of Civil Procedure 65(b), a TRO may remain in effect for no more than ten (10) days unless extended by order of the Court for good cause shown. We anticipate requesting a preliminary injunction hearing within ten (10) business days of entry of the TRO, at which time we will seek a preliminary injunction to remain in effect through the pendency of the litigation and, ultimately, through the expiration of the applicable restrictive covenant periods.
Bond Requirement. Section 10 of the Separation Agreement expressly provides for injunctive relief "without the requirement of posting a bond." While Massachusetts courts retain discretion to require a bond notwithstanding contractual provisions, we will argue that the contractual waiver should be honored and, in the alternative, propose a nominal bond of $1,000. Given the strength of AHT's claims and the substantial consideration Farris received for the restrictive covenants, we do not believe a significant bond is warranted.
C. Service and Notice
We will arrange for service of the Verified Complaint, TRO Motion, Memorandum of Law, supporting affidavits, and Proposed Order as follows:
(a) Service on counsel: Constance A. Whitfield, Whitfield, Boone & Calloway LLP, 200 Ashbury Asset Advisors, Suite 3100, Boston, Massachusetts 02109. Ms. Whitfield has appeared as counsel for Farris in pre-suit correspondence and we will serve her as counsel of record.
(b) Personal service on Farris: A process server will effect personal service on Farris at his residence at 47 Briarcliff Lane, Wellesley, Massachusetts 02481, or at such other location as he may be found.
Additionally, Calderwood & Harkness LLP will send a pre-filing demand letter to Whitfield, Boone & Calloway LLP, dated November 19, 2025, demanding immediate compliance with the Separation Agreement's restrictive covenants and advising of AHT's intent to file suit if compliance is not achieved within 48 hours. This letter will be filed as an exhibit to the Verified Complaint to demonstrate both that AHT made good-faith efforts to resolve the dispute without litigation and that Farris has refused to comply voluntarily with his contractual obligations.
IV. INJUNCTIVE RELIEF STRATEGY
A. TRO Phase
The primary objective of the TRO is to halt the ongoing bleeding. Farris's conduct is not historical — it is continuing and escalating. Despite receiving AHT's pre-suit demand letter on September 15, 2025, and despite his counsel's response on October 3, 2025 (which, notably, did not commit to any change in conduct), Farris has continued to make public statements and has not ceased his solicitation activities directed at AHT's enterprise clients. Every day that passes without injunctive relief increases the risk of additional client losses that may be difficult or impossible to reverse.
Several urgency factors support the need for immediate TRO relief:
• The Prairieland Medical Group contract renews on July 1, 2025, and the Summit Atlantic Health Partners contract renews on September 1, 2025. Both accounts are actively at risk of non-renewal as a result of Farris's solicitation efforts. A TRO entered in late November or early December 2025 will at least partially arrest the solicitation activity during the critical pre-renewal window.
• The 24-month non-solicitation period expires on August 30, 2026. Any delay in seeking injunctive relief effectively shortens the remaining period of contractual protection. Courts have recognized that the running of a restrictive covenant period is itself a form of irreparable harm that warrants prompt injunctive intervention.
• AHT's reputational harm is compounding with each additional day that Farris's false statements remain publicly accessible. The healthcare technology market is relationship-driven and reputation-dependent. Prospective clients who encounter Farris's posts or podcast appearances are influenced by the false information even if they do not act on it immediately.
With respect to procedural posture, we note that an ex parte TRO may be sought if the evidence demonstrates imminent irreparable harm that would occur before Farris could be heard. However, our preferred approach is to provide Whitfield, Boone & Calloway LLP with approximately 24 hours' courtesy notice and to request an expedited hearing before the Court. This approach is consistent with the preference expressed by most Massachusetts Superior Court judges for noticed motions and will position AHT favorably with the Court at the outset of the case. If, however, Farris's conduct escalates between now and the filing date — for example, if evidence emerges of additional solicitation or additional public statements — we will reassess whether ex parte relief is warranted.
B. Preliminary Injunction Hearing
We anticipate that the preliminary injunction hearing will be held within ten (10) business days of entry of the TRO, consistent with the requirements of Massachusetts Rule of Civil Procedure 65. At the hearing, AHT will bear the burden of establishing the four-factor Massachusetts test for preliminary injunctive relief:
(1) Likelihood of success on the merits. This factor is the strongest element of AHT's case. The Separation Agreement is clear and unambiguous. Farris received over one million dollars in consideration for the restrictive covenants. The evidence of breach — consisting of authenticated social media posts, podcast recordings, solicitation emails, and Westmark Health IT messages — is documentary, specific, and largely uncontroverted. Farris's counsel has not disputed the authenticity of the evidence; rather, her October 3, 2025 response attempted to recharacterize the conduct as protected activity. We will present the Court with the full documentary record and argue that AHT's likelihood of success is high across all seven counts.
(2) Irreparable harm absent injunction. AHT can demonstrate irreparable harm on multiple grounds. First, the loss of client relationships in a market characterized by long sales cycles (typically 6-18 months), deep integration requirements, and high switching costs is not readily compensable by money damages alone. A client that leaves AHT for Meridian is unlikely to return even if AHT prevails at trial. Second, reputational harm to AHT's brand and market position caused by false public statements is inherently difficult to quantify and impossible to fully remedy after the fact. Third, the running of the non-solicitation period is itself a form of irreparable harm, as the contractual protection diminishes with each passing day.
(3) Balance of hardships. The balance of hardships tips decisively in AHT's favor. An injunction would merely require Farris to comply with obligations he voluntarily assumed in exchange for $1,016,866 in consideration. He would not be restrained from working at Meridian or from engaging in any lawful commercial activity — he would simply be required to honor his contractual commitments not to disparage AHT, not to disclose AHT's confidential information, and not to solicit AHT's clients and employees for the agreed-upon periods. By contrast, the harm to AHT from continued breach is substantial and quantifiable at over $27 million.
(4) Public interest. The public interest favors the enforcement of voluntarily executed contracts, particularly where the restrictive covenants are reasonable in scope and duration and are supported by substantial consideration. Farris may argue that the public has an interest in hearing his criticisms of a healthcare company, but this argument is undercut by the demonstrable falsity of his key factual claims and by the fact that his statements are not reports to government agencies or regulatory bodies — they are competitive attacks made on social media and industry podcasts after he joined a direct competitor.
Evidence Presentation. At the preliminary injunction hearing, we intend to present the following categories of evidence:
• Authenticated screenshots of all four social media posts, with metadata and timestamps, as preserved by Stonebridge Investigative Group LLC;
• Complete transcripts and audio recordings of both podcast appearances;
• The solicitation email from Farris to Dr. Nina Castellano at Lakeview Regional Health System (November 8, 2024);
• Westmark Health IT direct messages from Farris to William Okafor at Northbridge Community Health Network (November 14, 2024);
• AHT financial data — verified by Clearwater Audit Partners LLP — contradicting Farris's false claims (8.2% gross logo churn vs. 14% claimed; 68.7% gross margin vs. "barely 55%" claimed);
• AHT pipeline data demonstrating the decline in conversion rate from 34% to 21% during the period of Farris's public disparagement;
• The Northbridge non-renewal notice and subsequent contract with Meridian Healthworks (March 15, 2025);
• The Lakeview non-renewal notice (October 28, 2025);
• The Separation Agreement itself, with particular focus on Sections 6 through 10 and Section 16.
Live Testimony. We may also present limited live testimony at the preliminary injunction hearing. Dr. Annika Johansson and Marcus Tremblay are the most likely live witnesses. Short direct examinations focusing on the irreparable nature of the reputational harm, the strategic importance of the at-risk client relationships, and AHT's good-faith compliance with its own obligations under the Separation Agreement would be effective in humanizing the case and demonstrating the urgency of relief. We recommend conducting witness preparation sessions with both Dr. Johansson and Mr. Tremblay during the week of December 1, 2025.
C. Scope of Injunction Sought
While a permanent injunction will be sought at trial, the preliminary injunction should serve as a comprehensive interim remedy that mirrors the full scope of the Separation Agreement's restrictive covenants and adds affirmative remedial obligations designed to mitigate the harm already caused by Farris's conduct. Specifically, the preliminary injunction should:
• Prohibit Farris from making any further statements that disparage AHT, its products, services, officers, directors, employees, or investors (mirroring Section 6);
• Prohibit Farris from disclosing any Confidential Information of AHT (mirroring Section 7);
• Prohibit Farris from soliciting, diverting, or accepting business from any AHT Client (mirroring Section 8);
• Prohibit Farris from soliciting, recruiting, or encouraging any AHT employee to leave AHT's employment (mirroring Section 9);
• Require Farris to remove all identified offending social media posts within a specified period (e.g., 48 hours);
• Require Farris to contact the producers of The Digital Health Download and HealthTech Insider and request retraction or removal of the relevant episodes;
• Require Farris to provide AHT with confirmation of compliance with each affirmative obligation.
We anticipate that Farris will challenge the scope of the proposed injunction on overbreadth grounds, arguing that it constitutes an impermissible prior restraint on speech. We will address these challenges by emphasizing that the injunction merely enforces obligations that Farris voluntarily assumed in a private contract and by drafting the proposed injunction language to track the specific covenant terms already agreed to by Farris. To the extent the Court expresses concern about the breadth of the non-disparagement component, we will offer to narrow the injunction to focus specifically on (a) demonstrably false factual statements, (b) disclosure of Confidential Information as defined in Section 7, and (c) statements that constitute solicitation of AHT clients. This fallback position preserves the most critical protections while mitigating overbreadth concerns.
V. DISCOVERY PLAN
A. Written discovery
Discovery will be a critical phase of this litigation, particularly with respect to establishing the full scope of Farris's solicitation activities, quantifying damages, and obtaining evidence that may support the addition of Meridian Healthworks as a defendant. We recommend propounding written discovery promptly after the filing of the Complaint.
Requests for Production to Farris. We will serve comprehensive document requests targeting the following categories of documents and electronically stored information ("ESI"):
• All communications (including email, text messages, social media direct messages, Meridian Solutions messages, Northgate Data Systems messages, and any other electronic or written communications) between Farris and any current or former AHT client or prospective client from August 9, 2024 through the date of production;
• All communications between Farris and Renata Solis from August 9, 2024 through the date of production;
• All communications between Farris and Jerome Ashworth from August 9, 2024 through the date of production;
• All documents relating to Farris's engagement, hiring, or employment with Meridian Healthworks, Inc., including but not limited to offer letters, employment agreements, compensation terms, job descriptions, sales targets, client assignment lists, territory assignments, and onboarding materials;
• All documents relating to any statements made by Farris about AHT, whether publicly or privately, from August 9, 2024 through the date of production, including drafts of social media posts, notes or outlines for podcast appearances, and communications with podcast producers or journalists;
• All documents reflecting or relating to any AHT confidential information in Farris's possession, custody, or control, whether in physical or electronic form;
• All documents relating to Farris's income, compensation, and benefits received from Meridian Healthworks, Inc. from October 21, 2024 through the date of production.
Interrogatories to Farris. We will serve interrogatories requiring Farris to identify:
• Every AHT client or prospective client with whom Farris has communicated, directly or indirectly, from August 9, 2024 through the date of the interrogatory response, including the date, method, and substance of each communication;
• Every AHT employee or former AHT employee with whom Farris has communicated regarding employment opportunities at Meridian Healthworks or any other entity from August 9, 2024 through the date of the interrogatory response;
• The factual basis for each factual claim made in Farris's social media posts and podcast appearances about AHT, including but not limited to (a) the source and basis for the claimed "14%" churn rate, (b) the source and basis for the claimed "barely 55%" gross margin, (c) the specific "clinical data integrity issues" alleged on The Digital Health Download, and (d) the basis for the claim that AHT inflates NPS scores;
• All income, compensation, commissions, bonuses, equity grants, and other consideration received from Meridian Healthworks, Inc. from October 21, 2024 through the date of the interrogatory response.
Requests for Admission. We will serve requests for admission to narrow the issues in dispute and establish uncontested facts, including:
• The authenticity and accuracy of the screenshots of each Westmark Health IT post and the X post identified in the Complaint;
• The authenticity and accuracy of the transcripts of the Digital Health Download and HealthTech Insider podcast episodes;
• That Farris executed the Separation Agreement and General Release dated August 9, 2024;
• That the Separation Agreement is a valid and enforceable contract;
• That Farris received the full separation consideration of $1,016,866 as set forth in Section 3 of the Separation Agreement;
• That Farris communicated with Dr. Nina Castellano of Lakeview Regional Health System on or about November 8, 2024;
• That Farris communicated with William Okafor of Northbridge Community Health Network on or about November 14, 2024;
• That Farris communicated with Thomas Rourke of Prairieland Medical Group on or about December 2, 2024;
• That Farris met with Angela Firth of Summit Atlantic Health Partners on or about January 22, 2025.
B. Third-Party Subpoenas
Third-party discovery will be essential to establishing the full scope of Farris's solicitation activities and the causal connection between those activities and AHT's client losses. We anticipate issuing subpoenas to the following non-parties:
Meridian Healthworks, Inc. We will issue a subpoena to Meridian pursuant to Massachusetts Rule of Civil Procedure 30(b)(6) and Rule 45 seeking production of the following categories of documents:
• All records of Farris's sales activities, client assignments, and territory responsibilities at Meridian from his date of hire through the date of production;
• All communications between Farris and Meridian leadership (including CEO Russell Kwan) regarding AHT, AHT's clients, AHT's products, or any competitive strategy directed at AHT;
• All documents relating to Meridian's acquisition or pursuit of any AHT client, including Lakeview, Prairieland, Summit Atlantic, and Northbridge;
• All AHT-related information in Farris's possession or used in Meridian's competitive efforts.
We anticipate that Meridian will resist this subpoena and may move to quash on grounds of competitive sensitivity and burden. We are prepared to litigate the subpoena if necessary, and we will offer reasonable protective order terms to address legitimate confidentiality concerns.
Lakeview Regional Health System. We will seek production of all communications between Lakeview and Farris and/or Meridian Healthworks from August 9, 2024 through the date of production, as well as all internal documents relating to Lakeview's decision not to renew its AHT contract. We will also seek to depose Dr. Nina Castellano, Vice President of Population Health, regarding Farris's solicitation and Lakeview's decision-making process.
Northbridge Community Health Network. We will seek production of all communications between Northbridge and Farris and/or Meridian Healthworks from August 9, 2024 through the date of production, as well as all internal documents relating to Northbridge's decision to terminate its AHT contract and sign with Meridian. We will also seek to depose William Okafor, Chief Technology Officer, regarding Farris's solicitation and Northbridge's switch to Meridian.
Podcast Producers. We will subpoena the producers of The Digital Health Download and HealthTech Insider for:
• Unedited recordings of the full interview sessions with Farris, including any portions not included in the published episodes;
• All pre-interview communications between Farris and the podcast producers or hosts, including booking communications, topic outlines, and any advance materials provided by Farris;
• Any editorial notes, producer notes, or internal communications regarding the Farris interviews.
These materials may reveal additional statements by Farris not captured in the published episodes, as well as evidence of Farris's intent and preparation that bears on the question of whether his statements were deliberate and premeditated.
C. Depositions. Depositions will be a central element of our discovery plan. We have identified a priority list and a supplemental list of deponents.
Priority Depositions (Pre-Trial):
1. Desmond R. Farris. Farris's deposition is the single most important discovery event in this case. We anticipate a comprehensive, multi-day examination covering all aspects of his post-separation conduct, including the circumstances and intent behind each social media post and podcast appearance, the source of his factual claims about AHT's churn rate and gross margin, the nature and extent of his client solicitation activities, his communications with Solis and Ashworth, his role and responsibilities at Meridian Healthworks, and any AHT confidential information in his possession or that he has shared with Meridian. We will also use the Farris deposition to establish the foundation for the damages case and to probe the factual basis for his anticipated defenses.
2. Dr. Nina Castellano (Lakeview Regional Health System). Dr. Castellano's testimony is critical to establishing the causal link between Farris's solicitation and Lakeview's decision not to renew its AHT contract. We will examine her regarding the November 8, 2024 email from Farris, any subsequent communications with Farris or Meridian, and Lakeview's internal decision-making process regarding the non-renewal.
3. William Okafor (Northbridge Community Health Network). Okafor's testimony is similarly critical to establishing the causal link between Farris's solicitation and Northbridge's switch to Meridian. We will examine him regarding the November 14, 2024 Westmark Health IT messages, any subsequent communications, and Northbridge's reasons for selecting Meridian over AHT.
4. Renata Solis. Solis's testimony is necessary to establish Farris's solicitation of AHT employees. We will examine her regarding the timing and circumstances of her departure from AHT, her communications with Farris before and after her resignation, and the nature of any inducements or promises Farris may have made.
5. Jerome Ashworth. Ashworth's testimony parallels Solis's and is necessary for the same reasons. We will examine him regarding the same topics.
Possible Additional Depositions:
• Thomas Rourke (Prairieland Medical Group, P.C.) — regarding Farris's December 2, 2024 telephone call and any impact on Prairieland's evaluation of its AHT relationship;