1010-00005 · Arbor Health Technologies Inc · Pleadings

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COMMONWEALTH OF MASSACHUSETTS

SUPERIOR COURT DEPARTMENT

SUFFOLK, ss.

Civil Action No. ____________ (To be assigned upon filing)

ARBOR HEALTH TECHNOLOGIES INC., a Delaware corporation with its principal place of business at 230 Federal Street, Suite 1400, Boston, MA 02110,

Plaintiff,

DESMOND R. FARRIS, an individual residing at 47 Briarcliff Lane, Wellesley, MA 02481,

Defendant.

PLAINTIFF ARBOR HEALTH TECHNOLOGIES INC.'S MOTION FOR TEMPORARY RESTRAINING ORDER AND PRELIMINARY INJUNCTION

Filed: November 21, 2025

I. INTRODUCTION

Plaintiff Arbor Health Technologies Inc. ("AHT" or "Plaintiff"), by and through its attorneys, Calderwood & Harkness LLP, respectfully moves this Court pursuant to Mass. R. Civ. P. 65(a) and (b) for the entry of a temporary restraining order and, following a hearing on notice, a preliminary injunction against Defendant Desmond R. Farris ("Farris" or "Defendant").

This motion arises from Farris's ongoing, deliberate, and escalating violations of the non-disparagement, confidentiality, non-solicitation of clients, and non-solicitation of employees provisions of a Separation Agreement and General Release executed on August 9, 2024, and effective August 30, 2024 (the "Separation Agreement"), for which Farris received total separation consideration of $1,016,866. The Separation Agreement was negotiated at arm's length by sophisticated parties represented by experienced counsel, and its restrictive covenants are reasonable in scope, duration, and geographic reach under Massachusetts law.

Since his departure from AHT and commencement of employment at a direct competitor, Meridian Healthworks, Inc. ("Meridian Healthworks"), on October 21, 2024, Farris has engaged in a sustained campaign of public disparagement containing demonstrably false statements about AHT's business operations, financial performance, and clinical data integrity. In addition, Farris has disclosed AHT's proprietary and confidential financial information — including client-specific pricing, churn rates, and gross margin figures — to the public at large and, upon information and belief, to his new employer. Furthermore, Farris has directly solicited at least four of AHT's key enterprise clients and at least two senior employees, causing AHT confirmed and continuing revenue loss, reputational harm, and irreparable injury that cannot be remedied by money damages alone.

The scope of Farris's misconduct is both breathtaking and brazen. Over the course of more than twelve months since his departure, Farris has published multiple disparaging social media posts to audiences of thousands; appeared on two widely-followed healthcare technology podcasts to make false and defamatory statements about AHT's financial performance, product quality, and leadership; personally solicited four enterprise clients representing $11.7 million in annual contract value; and recruited two senior members of AHT's sales leadership team to join him at Meridian Healthworks. Farris's actions have already resulted in the confirmed loss of at least $5.9 million in annual contract value, a thirteen-percentage-point decline in AHT's sales pipeline conversion rate, and hundreds of thousands of dollars in remediation costs.

Emergency relief is necessary because Farris's conduct is ongoing, is causing daily and compounding harm, and will continue absent this Court's intervention. Despite receipt of a detailed pre-suit demand letter from AHT's counsel, Farris — through his counsel, Constance A. Whitfield of Whitfield, Boone & Calloway LLP — denied all material allegations and has taken no steps whatsoever to cease his violative conduct. His disparaging social media posts remain publicly accessible. The podcast episodes in which he made false and defamatory statements remain available for streaming and download. And, upon information and belief, Farris continues to solicit AHT's clients and employees on behalf of Meridian Healthworks. Absent immediate injunctive relief from this Court, AHT will continue to suffer irreparable harm for which there is no adequate remedy at law.

II. STATEMENT OF RELIEF SOUGHT

AHT respectfully requests that this Court enter the following relief:

A. Temporary Restraining Order (Effective Immediately)

AHT moves this Court for entry of an order effective immediately upon entry, and remaining in effect for ten (10) days or until further order of the Court, directing Defendant Desmond R. Farris, and his agents, servants, employees, attorneys, and all persons acting in concert or participation with him who receive actual notice of the order, to comply with the following prohibitions:

1. Cease Disparagement. Immediately cease and desist from making, publishing, or causing to be published any written or oral statement that disparages, defames, or casts in a negative light AHT, its products, services, platform, technology, officers, directors, employees, or investors, in any medium including but not limited to social media platforms (including Westmark Health IT and Westvale Solutions), podcasts, interviews, industry events, panel discussions, webinars, conference presentations, or private communications with AHT clients or prospective clients, in accordance with Section 6 of the Separation Agreement. This prohibition extends to statements made by Farris directly or through intermediaries, surrogates, or agents acting at his direction or with his knowledge and consent.

2. Cease Disclosure of Confidential Information. Immediately cease and desist from disclosing, publishing, or otherwise disseminating any Confidential Information of AHT as defined in Section 7 of the Separation Agreement, including but not limited to client lists, client identities, client-specific pricing, annual contract values, financial results and projections, churn rates, retention metrics, Net Promoter Score data, gross margins, operating margins, EBITDA figures, product roadmaps, technology architecture documentation, strategic plans, merger and acquisition strategies, investor communications, board materials, and any other information that AHT treats as confidential or proprietary. This prohibition extends to disclosures made in any form, whether written, oral, electronic, or visual, and whether made to the public, to Meridian Healthworks, to prospective clients, to industry analysts, to journalists, or to any other person or entity not authorized by AHT to receive such information.

3. Cease Solicitation of Clients. Immediately cease and desist from directly or indirectly soliciting, contacting, diverting, or servicing any Client of AHT (as defined in Section 8 of the Separation Agreement, i.e., any person or entity that was a customer of AHT during the twelve (12) months preceding the Effective Date or that was an active prospective customer in AHT's sales pipeline as of August 30, 2024), for the purpose of providing or offering to provide products or services that are competitive with those offered by AHT, through August 30, 2026, the expiration of the twenty-four (24) month restricted period set forth in Section 8 of the Separation Agreement. This prohibition includes, without limitation, any communications — whether by email, telephone, text message, social media direct message, in-person meeting, or otherwise — that are intended to or have the effect of inducing, encouraging, or facilitating any such Client's decision to terminate, reduce, or refrain from renewing its business relationship with AHT.

4. Cease Solicitation of Employees. Immediately cease and desist from directly or indirectly recruiting, soliciting, inducing, or hiring any employee of AHT, or encouraging any AHT employee to leave AHT's employ or to accept employment with Meridian Healthworks or any other entity, through August 30, 2026, in accordance with Section 9 of the Separation Agreement. This prohibition includes, without limitation, any communications — whether by email, telephone, text message, social media direct message, in-person meeting, or otherwise — that are intended to or have the effect of inducing, encouraging, or facilitating any AHT employee's decision to terminate his or her employment with AHT.

5. Removal and Retraction of Existing Statements. Within forty-eight (48) hours of entry of the order, remove or cause to be removed all publicly accessible posts on Westmark Health IT, X (formerly Fenmore Solutions), and any other social media platform that contain disparaging statements about AHT or disclosures of AHT Confidential Information, including but not limited to the posts dated November 3, 2024, November 18, 2024, December 12, 2024, and February 3, 2025, and any other posts containing similar content. Additionally, within forty-eight (48) hours of entry of the order, Farris shall request the removal or retraction of all statements made during podcast appearances in which he disparaged AHT or disclosed AHT Confidential Information, including but not limited to the January 15, 2025 episode of The Digital Health Download and the March 4, 2025 episode of HealthTech Insider, and shall use his best efforts to secure such removal or retraction.

B. Preliminary Injunction (Following Hearing)

Following a hearing on the merits of this motion, AHT respectfully requests the entry of a preliminary injunction imposing the same prohibitions set forth in subsections (1) through (5) above, to remain in effect through the duration of the applicable restricted periods under the Separation Agreement or until final judgment in this action, whichever is later. Specifically:

(a) With respect to the non-solicitation of clients provisions under Section 8 and the non-solicitation of employees provisions under Section 9 of the Separation Agreement, the preliminary injunction should remain in effect through August 30, 2026, the expiration of the twenty-four (24) month restricted periods, or until final judgment, whichever is later;

(b) With respect to the confidentiality provisions under Section 7 of the Separation Agreement, the preliminary injunction should remain in effect through August 30, 2029, the expiration of the five (5) year term, or until final judgment, whichever is later;

(c) With respect to the non-disparagement obligations under Section 6 of the Separation Agreement and the removal of false statements already published, the preliminary injunction should remain in effect indefinitely or until final judgment, whichever is later, as the non-disparagement obligation under Section 6 is not subject to a temporal limitation.

C. Security / Bond

AHT is willing to post such security as this Court may require pursuant to Mass. R. Civ. P. 65(c). However, AHT respectfully submits that no bond or, at most, a nominal bond should be required in this case, for the following reasons:

First, Section 10(c) of the Separation Agreement expressly provides that AHT shall be entitled to seek and obtain injunctive relief, including temporary, preliminary, and permanent injunctive relief, without the posting of any bond or other security, in the event of Farris's breach of Sections 6 through 9 of the Separation Agreement. This provision was negotiated at arm's length, and Farris agreed to it as a condition of receiving over one million dollars in separation consideration. Massachusetts courts have routinely enforced contractual bond waiver provisions in the context of restrictive covenant disputes. See, e.g., Boulanger v. Dunkin' Donuts Inc., 442 Mass. 635, 640 (2004) (courts may consider contractual provisions regarding injunctive relief in determining appropriate bond amount).

Second, Farris bargained for and received $1,016,866 in total separation consideration — consisting of eighteen months of base salary, an eighteen-month COBRA subsidy, and the accelerated vesting of 62,500 stock options — in exchange for, among other things, the restrictive covenants he is now flagrantly violating. The substantial consideration Farris received underscores the reasonableness and enforceability of the covenants and weighs heavily against requiring AHT to post a significant bond merely to enforce the bargain Farris willingly struck.

Third, the requested injunction does not prevent Farris from earning a livelihood. It does not prevent him from working at Meridian Healthworks or in any other capacity. It merely requires him to comply with the specific, bargained-for obligations he voluntarily assumed in the Separation Agreement — obligations that are limited in scope, reasonable in duration, and well within the bounds of what Massachusetts courts have consistently upheld.

In the alternative, should the Court determine that some security is required notwithstanding the contractual waiver, AHT respectfully submits that a nominal bond of $1,000 would be appropriate and sufficient under the circumstances.

III. STATEMENT OF FACTS

The following statement of facts is drawn from the Verified Complaint filed simultaneously herewith, the Affidavit of Dr. Annika Johansson, and the Affidavit of Marcus Tremblay, together with the exhibits attached thereto. AHT respectfully refers the Court to those submissions for the complete factual record supporting this motion.

A. The Parties

Arbor Health Technologies Inc. AHT is a Delaware corporation with its principal place of business at 230 Federal Street, Suite 1400, Boston, Massachusetts 02110. AHT operates a leading healthcare services and software-as-a-service ("SaaS") platform specializing in population health management and value-based care analytics. AHT's platform enables health systems, physician groups, and accountable care organizations to aggregate, analyze, and act upon clinical, financial, and operational data to improve patient outcomes and reduce costs under value-based payment models. AHT's fiscal year 2024 annual recurring revenue ("ARR") was $187.4 million, and it employs approximately 620 people across its Boston headquarters and regional offices. AHT's Chief Executive Officer is Dr. Annika Johansson, who has led the company since 2019. Its General Counsel is Marcus Tremblay. Its Chief Financial Officer is Elaine Matsuda. AHT's majority equity holder is Ridgeline Capital Partners, LP, a healthcare-focused private equity firm that acquired its controlling stake in AHT in June 2021 at an enterprise value of approximately $415 million. AHT competes in a specialized and highly competitive market in which client trust, data integrity, and reputation are of paramount importance.

Desmond R. Farris. Defendant Farris is an individual residing at 47 Briarcliff Lane, Wellesley, Massachusetts 02481. Farris served as AHT's Chief Revenue Officer ("CRO") from September 8, 2020 through August 9, 2024, a tenure of approximately four years. As CRO, Farris was a member of AHT's executive leadership team and reported directly to Dr. Johansson. In his role, Farris was responsible for all aspects of AHT's revenue generation, including enterprise sales, account management, client retention, and strategic partnerships. He had direct supervisory authority over AHT's entire commercial organization, including regional sales directors, enterprise account executives, and client success managers.

By virtue of his position as CRO, Farris had access to AHT's most sensitive confidential and proprietary information, including but not limited to: the identities and contact information of all AHT clients and prospective clients; client-specific pricing, annual contract values, and renewal terms; AHT's financial results, including revenue, gross margins, EBITDA, churn rates, and retention metrics; AHT's product development roadmap and technology architecture plans; AHT's competitive intelligence regarding other market participants, including Meridian Healthworks; AHT's strategic plans, including potential acquisitions, partnerships, and market expansion strategies; board presentations and investor communications; and detailed information regarding the compensation, performance, and career aspirations of AHT's sales and commercial personnel. Farris also maintained deep personal relationships with the senior decision-makers at AHT's most significant enterprise clients, relationships that he cultivated over four years of frequent, direct engagement.

Farris departed AHT on August 9, 2024. He is currently employed as Senior Vice President, Commercial Strategy at 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 02139. Farris commenced his employment at Meridian Healthworks on October 21, 2024, approximately seven weeks after the Effective Date of the Separation Agreement.

B. The Separation Agreement

The Separation Agreement and General Release was executed by Farris on August 9, 2024, his last day of employment at AHT. A true and correct copy of the Separation Agreement is attached as Exhibit A to the Affidavit of Marcus Tremblay filed herewith. In accordance with the requirements of the Older Workers Benefit Protection Act ("OWBPA") and the Age Discrimination in Employment Act ("ADEA"), Farris was afforded a twenty-one (21) day consideration period within which to review and sign the Separation Agreement. Farris, who was represented throughout the negotiation process by independent legal counsel at Whitfield, Boone & Calloway LLP, signed the Separation Agreement within the consideration period on August 26, 2024. The seven (7) day revocation period prescribed by the OWBPA expired without revocation on August 30, 2024, which constitutes the "Effective Date" of the Separation Agreement as that term is defined therein.

Separation Consideration. In exchange for the restrictive covenants contained in Sections 6 through 9, a general release of all claims against AHT and its affiliates, and other obligations set forth in the Separation Agreement, Farris received total separation consideration valued at $1,016,866, consisting of the following components:

(i) Cash Severance (§ 3(a)): $577,500 in cash, representing eighteen (18) months of Farris's annualized base salary of $385,000 per year, payable in substantially equal installments over the eighteen-month period following the Effective Date in accordance with AHT's regular payroll schedule, less applicable withholdings and deductions;

(ii) COBRA Subsidy (§ 3(b)): $39,366 in COBRA premium subsidies, representing AHT's payment of the employer portion of Farris's health insurance premiums for a period of eighteen (18) months following the Effective Date, at a rate of $2,187 per month; and

(iii) Accelerated Stock Option Vesting (§ 3(c)): Accelerated vesting of 62,500 unvested stock options held by Farris under AHT's 2019 Equity Incentive Plan, at a strike price of $4.80 per share. Based on AHT's most recent Section 409A valuation establishing a fair market value of $11.20 per share as of the Effective Date, the estimated intrinsic value (spread) of these accelerated options was approximately $400,000 (calculated as ($11.20 − $4.80) × 62,500 shares).

Key Restrictive Covenants. The Separation Agreement contains the following restrictive covenants, each of which Farris has breached:

Section 6 — Non-Disparagement. Section 6 of the Separation Agreement provides that Farris shall not, at any time following the Effective Date, make, publish, or cause to be published any written or oral statement that disparages, defames, or casts in a negative light AHT, its products, services, technology, officers, directors, employees, or investors. The non-disparagement obligation is mutual, with AHT's reciprocal obligation limited to official corporate communications and statements made by officers at the Vice President level or above. The non-disparagement provision is not subject to any temporal limitation and survives indefinitely.

Section 7 — Confidentiality. Section 7 of the Separation Agreement provides that Farris shall not, for a period of five (5) years following the Effective Date (through August 30, 2029), disclose, publish, or otherwise disseminate any Confidential Information of AHT, defined broadly to include, without limitation, client lists, client-specific pricing, annual contract values, financial results and projections, churn rates, retention metrics, gross margins, product roadmaps, technology architecture, strategic plans, and any other information that AHT treats as confidential or proprietary.

Section 8 — Non-Solicitation of Clients. Section 8 of the Separation Agreement provides that Farris shall not, for a period of twenty-four (24) months following the Effective Date (through August 30, 2026), directly or indirectly solicit, contact, divert, or service any Client of AHT — defined as any person or entity that was a customer of AHT during the twelve (12) months preceding the Effective Date or that was an active prospective customer in AHT's sales pipeline as of August 30, 2024 — for the purpose of providing or offering to provide products or services competitive with those offered by AHT.

Section 9 — Non-Solicitation of Employees. Section 9 of the Separation Agreement provides that Farris shall not, for a period of twenty-four (24) months following the Effective Date (through August 30, 2026), directly or indirectly recruit, solicit, induce, or hire any employee of AHT, or encourage any employee of AHT to leave AHT's employ.

Remedies for Breach. Section 10 of the Separation Agreement sets forth the remedies available to AHT in the event of Farris's breach of any of the restrictive covenants in Sections 6 through 9:

(a) Clawback of Cash Severance (§ 10(a)): Upon breach, Farris is obligated to repay all cash severance payments received under Section 3(a), and AHT's obligation to make any remaining severance payments shall immediately terminate;

(b) Clawback of Stock Option Value (§ 10(b)): Upon breach, Farris is obligated to disgorge the value of the accelerated stock option vesting received under Section 3(c), and any unexercised accelerated options shall be immediately forfeited;

(c) Injunctive Relief Without Bond (§ 10(c)): AHT shall be entitled to seek and obtain temporary, preliminary, and permanent injunctive relief, including specific performance, to enforce the restrictive covenants, without the posting of any bond or other security;

(d) Liquidated Damages and Actual Damages (§ 10(d)): In the event of a breach of Sections 6 or 7, Farris shall pay liquidated damages to AHT in the amount of $250,000, plus actual damages to the extent such damages exceed the liquidated amount.

Governing Law and Forum Selection. Section 14 of the Separation Agreement provides that the Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts, without regard to its conflicts of law principles. Section 15 provides that the parties consent to the exclusive jurisdiction and venue of the Superior Court of the Commonwealth of Massachusetts, Suffolk County, for any action arising out of or relating to the Agreement. Section 16 provides that the prevailing party in any action to enforce the Agreement shall be entitled to recover its reasonable attorneys' fees and costs.

C. Farris's Breaches

Since his departure from AHT and commencement of employment at Meridian Healthworks, Farris has engaged in a sustained and escalating pattern of breaches of Sections 6, 7, 8, and 9 of the Separation Agreement. Each category of breach is described in detail below.

(i) Social Media Disparagement and Confidential Disclosures. Farris has published multiple public social media posts containing false, disparaging, and defamatory statements about AHT, its products, its financial performance, and its leadership, and has disclosed AHT's confidential business information through these posts. The following are among the most egregious examples, each of which has been forensically preserved by Stonebridge Investigative Group LLC and is attached as an exhibit to the Affidavit of Marcus Tremblay:

November 3, 2024 — Westmark Health IT Post. On or about November 3, 2024, Farris published a post on his Westmark Health IT profile (which, at the time, had approximately 12,400 followers, consisting predominantly of healthcare executives, industry analysts, and technology professionals) in which he described AHT's corporate culture as "rotten from the top" and urged prospective customers to "ask hard questions about data accuracy and uptime." The post was publicly accessible and was viewed, liked, and shared by numerous individuals in the healthcare technology community. This post constitutes a violation of the non-disparagement provision of Section 6 of the Separation Agreement.

November 18, 2024 — Westmark Health IT Post. On or about November 18, 2024, Farris published a second Westmark Health IT post in which he accused AHT of "inflating NPS scores to close deals" and claimed that "the board doesn't care — only EBITDA matters." This post directly impugned AHT's business integrity and the integrity of its board of directors, and was published to Farris's full Westmark Health IT audience. This post constitutes a further violation of Section 6 of the Separation Agreement.

December 12, 2024 — X (Fenmore Solutions) Post. On or about December 12, 2024, Farris published a post on the social media platform X (formerly Fenmore Solutions) in which he stated that AHT's "churn rate is 14% and climbing" and called AHT's retention claims "pure fiction." This post is notable for two independent reasons. First, AHT's actual fiscal year 2024 gross logo churn rate was 8.2%, as verified by AHT's independent auditors, Clearwater Audit Partners LLP. The figure cited by Farris is demonstrably and materially false — it overstates AHT's actual churn rate by nearly seventy-one percent (71%). Second, regardless of the accuracy of the figure, the disclosure of AHT's churn rate, whether actual or fabricated, constitutes the disclosure of Confidential Information in violation of Section 7 of the Separation Agreement, as churn rates are among the metrics specifically identified as Confidential Information under the Agreement. The dissemination of a false and inflated churn figure to the market is particularly damaging because churn rate is one of the most closely watched metrics in the SaaS industry and is a primary consideration for prospective clients evaluating a platform vendor's reliability and market position.

February 3, 2025 — Westmark Health IT Post. On or about February 3, 2025, Farris published a Westmark Health IT post disclosing client-specific pricing information, stating that a "top-5 health system client" was paying "$4.3M/yr" for AHT's services and was "about to walk." This post disclosed confidential client-specific pricing information — namely, the annual contract value of one of AHT's largest enterprise relationships — in direct violation of Section 7 of the Separation Agreement. Based on the description and contract value disclosed, the post refers to AHT's relationship with Lakeview Regional Health System, one of the four clients that Farris has solicited on behalf of Meridian Healthworks.

(ii) Podcast Appearances. In addition to his social media activity, Farris has appeared on at least two healthcare technology industry podcasts, each with a substantial listener base, and has made false, disparaging, and defamatory statements about AHT during those appearances, as well as disclosing AHT's confidential financial information.

January 15, 2025 — *The Digital Health Download*. On or about January 15, 2025, Farris appeared as a guest on an episode of the podcast The Digital Health Download, which has approximately 28,000 monthly listeners consisting primarily of healthcare IT executives, investors, and industry consultants. During the interview, Farris accused AHT of having "serious clinical data integrity issues" and claimed that AHT's leadership was "financially motivated to suppress quality concerns." These statements are false and defamatory. AHT has received no regulatory citations, warning letters, or adverse findings related to clinical data integrity. Farris's statements were designed to undermine confidence in AHT's platform and to drive prospective and existing clients toward Meridian Healthworks. The episode remains publicly available for streaming and download as of the date of this filing.

March 4, 2025 — *HealthTech Insider*. On or about March 4, 2025, Farris appeared as a guest on an episode of the podcast HealthTech Insider, which has approximately 41,000 monthly listeners. During the interview, Farris made the following statements, among others: (a) he stated that AHT's gross margin was "barely 55%," when in fact AHT's fiscal year 2024 gross margin was 68.7%, as reflected in AHT's audited financial statements prepared by Clearwater Audit Partners LLP — a difference of nearly fourteen percentage points, representing a material and deliberate misstatement of AHT's financial performance; (b) he described AHT's product as "legacy tech with a SaaS wrapper," a characterization that is false and designed to undermine confidence in AHT's technology platform; and (c) he described Dr. Annika Johansson's leadership of AHT as "delusional." Each of these statements constitutes a violation of Section 6 (non-disparagement) of the Separation Agreement. The disclosure of AHT's gross margin figure — whether accurate or, as here, deliberately understated — constitutes a violation of Section 7 (confidentiality) of the Separation Agreement. The episode remains publicly available for streaming and download as of the date of this filing.

(iii) Client Solicitation. Farris has directly solicited at least four AHT enterprise clients on behalf of Meridian Healthworks, in violation of Section 8 of the Separation Agreement. Each of these clients was a customer of AHT during the twelve months preceding the Effective Date of the Separation Agreement and therefore falls squarely within the definition of "Client" under Section 8. The details of Farris's solicitation of each client are as follows:

1. Lakeview Regional Health System (Cleveland, Ohio). Lakeview Regional Health System ("Lakeview") is one of AHT's largest enterprise clients, with an annual contract value of $4.3 million per year. Lakeview's contract with AHT was subject to renewal on April 1, 2025. On or about November 8, 2024, Farris sent an email to Dr. Nina Castellano, Vice President of Population Health at Lakeview, offering what he described as a "competitive transition package" from Meridian Healthworks. The email, a copy of which is attached as an exhibit to the Tremblay Affidavit, was sent from Farris's Meridian Healthworks email address and bore the Meridian Healthworks logo in its signature block. Dr. Castellano forwarded the email to AHT's account management team on November 12, 2024. On October 28, 2025, Lakeview formally notified AHT by letter of its intent not to renew its contract upon expiration. AHT's investigation indicates, and AHT will demonstrate at the hearing on this motion, that Farris's solicitation was a material factor in Lakeview's decision not to renew.

2. Prairieland Medical Group, P.C. (Omaha, Nebraska). Prairieland Medical Group, P.C. ("Prairieland") is an AHT enterprise client with an annual contract value of $2.1 million per year. Prairieland's contract with AHT is subject to renewal on July 1, 2025. On or about December 2, 2024, Farris placed a telephone call to Thomas Rourke, Chief Executive Officer of Prairieland, during which Farris discussed Meridian Healthworks' capabilities and sought to arrange a formal presentation. Mr. Rourke subsequently informed AHT's account manager of the call. As of the date of this filing, Prairieland has not formally indicated whether it intends to renew its contract with AHT, but AHT considers this relationship to be at significant risk as a direct result of Farris's solicitation.

3. Summit Atlantic Health Partners, LLC (Richmond, Virginia). Summit Atlantic Health Partners, LLC ("Summit Atlantic") is an AHT enterprise client with an annual contract value of $3.7 million per year. Summit Atlantic's contract with AHT is subject to renewal on September 1, 2025. On or about January 22, 2025, Farris met in person with Angela Firth, Chief Operating Officer of Summit Atlantic, at a healthcare industry conference held in Boston, Massachusetts. During the meeting, Farris presented Meridian Healthworks' product offerings and discussed a potential transition. Ms. Firth subsequently confirmed the meeting and its substance in a communication to AHT's enterprise account team. As of the date of this filing, Summit Atlantic has not formally indicated whether it intends to renew its contract with AHT, but AHT considers this relationship to be at significant risk.

4. Northbridge Community Health Network (Portland, Maine). Northbridge Community Health Network ("Northbridge") was an AHT enterprise client with an annual contract value of $1.6 million per year. Northbridge's contract with AHT was subject to renewal on March 1, 2025. On or about November 14, 2024, Farris sent Westmark Health IT direct messages to William Okafor, Chief Technology Officer of Northbridge, promoting Meridian Healthworks' platform and disparaging AHT's technology. Northbridge subsequently declined to renew its contract with AHT, effective March 1, 2025. On or about March 15, 2025, Northbridge signed a contract with Meridian Healthworks. Northbridge's departure represents the first confirmed client loss directly attributable to Farris's solicitation.

In total, the four solicited clients represent $11.7 million in annual contract value. Of this amount, $5.9 million in annual contract value has been confirmed as lost or probable lost: Northbridge ($1.6 million, contract terminated and client signed with Meridian Healthworks) and Lakeview ($4.3 million, formal non-renewal notice received). The remaining $5.8 million in annual contract value (Prairieland and Summit Atlantic) remains at risk and subject to ongoing solicitation absent injunctive relief.

(iv) Employee Solicitation. In addition to soliciting AHT's clients, Farris has solicited at least two senior AHT employees in violation of Section 9 of the Separation Agreement. Renata Solis, Senior Director of Enterprise Sales, Eastern Region, and Jerome Ashworth, Senior Director of Enterprise Sales, Central Region, both of whom reported directly to Farris during his tenure as CRO, resigned from AHT on February 10, 2025 and February 24, 2025, respectively. Both subsequently joined Meridian Healthworks. AHT possesses text message evidence, preserved and authenticated, demonstrating that Farris contacted both Ms. Solis and Mr. Ashworth prior to their resignations and encouraged them to leave AHT and join him at Meridian Healthworks. Copies of the relevant text messages are attached as exhibits to the Tremblay Affidavit.

Ms. Solis and Mr. Ashworth were two of AHT's most experienced and productive sales leaders. Their departures have resulted in a significant disruption to AHT's enterprise sales operations, the loss of institutional knowledge and client relationships, and the diversion of management attention and resources to the recruitment and onboarding of replacement personnel. The cost to AHT of recruiting, hiring, and training replacement senior sales directors is estimated to be in excess of $500,000.

D. Ongoing and Escalating Harm

The harm caused by Farris's breaches is not merely retrospective — it is ongoing, compounding, and escalating. AHT respectfully submits that the following evidence demonstrates the nature and severity of the continuing harm:

Decline in Sales Pipeline Conversion. AHT's sales pipeline conversion rate — the percentage of qualified sales opportunities that close as executed contracts — declined from 34% in the third quarter of fiscal year 2024 (the quarter immediately preceding Farris's departure) to 21% in the first quarter of fiscal year 2025, representing a decline of thirteen (13) percentage points. This decline is historically unprecedented in AHT's sales performance. Internal analysis of deal-loss feedback collected from AHT's sales team indicates that at least three prospective clients cited "market concerns about Arbor's data quality" as a factor in their decision not to proceed with AHT. The language used by these prospective clients closely mirrors the false statements made by Farris in his social media posts and podcast appearances.

Pipeline Conversion Loss. Dr. Tobias Hargrove of Hargrove Forensic Economics LLC, a nationally recognized expert in damages quantification in technology industry disputes, has performed an analysis of AHT's pipeline conversion decline and has estimated the pipeline conversion loss attributable to Farris's conduct at approximately $8.2 million. Dr. Hargrove's analysis is based on a comparison of AHT's historical conversion rates, industry benchmarks, and the timing and nature of Farris's public statements, and will be presented in full at the hearing on this motion.

Reputational Remediation Costs. AHT has been compelled to retain a public relations firm and to conduct extensive customer outreach campaigns to counteract the damage caused by Farris's false public statements. Through October 2025, AHT has incurred approximately $340,000 in reputational remediation costs, including fees for public relations counsel, the production of responsive marketing materials, executive briefings with key clients, and attendance at additional industry events to reinforce AHT's market position.

Total Claimed Damages. In the aggregate, AHT's total claimed damages arising from Farris's breaches are approximately $27,506,866, consisting of the following components:

Farris's Conduct Is Ongoing. Critically, Farris has taken no steps whatsoever to cease his violative conduct or to mitigate the harm he has caused. His disparaging social media posts remain publicly accessible as of the date of this filing. The podcast episodes in which he made false and defamatory statements about AHT remain available for streaming and download. Upon information and belief, Farris continues to solicit AHT's clients on behalf of Meridian Healthworks, and further employee departures may be imminent. AHT's pre-suit demand letter, transmitted by counsel on September 15, 2025, demanded that Farris immediately cease all breaches, remove all disparaging and confidential posts, and comply with the Separation Agreement. On October 3, 2025, Farris's counsel, Constance A. Whitfield of Whitfield, Boone & Calloway LLP, responded with a letter denying all material allegations and refusing to take any remedial action. Absent this Court's intervention, the harm will continue to compound on a daily basis.

E. Evidence Preservation

AHT retained Stonebridge Investigative Group LLC, a digital forensics and investigative services firm, on October 10, 2025 to forensically preserve Farris's public social media posts, podcast recordings, and related digital evidence. The preservation was conducted under the supervision of Karen Velasco, Principal of Stonebridge Investigative Group LLC. Ms. Velasco has prepared a declaration attesting to the methods of preservation and the authenticity and integrity of the preserved evidence, which is attached as an exhibit to the Tremblay Affidavit. The forensically preserved evidence includes timestamped screenshots of all Westmark Health IT and X posts, audio recordings and transcripts of the podcast episodes, and metadata confirming the dates of publication.

IV. LEGAL STANDARD

This Court may issue a temporary restraining order pursuant to Mass. R. Civ. P. 65(b) and a preliminary injunction pursuant to Mass. R. Civ. P. 65(a) upon consideration of the four factors established by the Supreme Judicial Court in Packaging Industries Group, Inc. v. Cheney, 380 Mass. 609, 617 (1980), and consistently applied in subsequent decisions. See also GTE Prods. Corp. v. Stewart, 414 Mass. 721, 722–23 (1993); Tri-Nel Mgmt., Inc. v. Board of Health of Barnstable, 433 Mass. 217, 219 (2001). The four factors are:

1. Likelihood of success on the merits. The movant must demonstrate a likelihood of success on the merits of the underlying claims. The movant need not show that success is certain, but must present a substantial basis for the claims that would warrant relief. Packaging Industries, 380 Mass. at 617.

2. Irreparable harm. The movant must demonstrate that it will suffer irreparable harm if the injunction does not issue — that is, harm for which there is no adequate remedy at law. Id. Irreparable harm exists where the injury is of a type that cannot be fully compensated by money damages, such as loss of goodwill, loss of client relationships, and disclosure of confidential information. See Kroeger v. Stop & Shop Cos., 13 Mass. App. Ct. 310, 322 (1982).

3. Balance of hardships. The court must weigh the harm to the movant if the injunction does not issue against the harm to the opposing party if it does. The balance of hardships must tip in favor of the movant. Packaging Industries, 380 Mass. at 617.

4. Public interest. The court must consider whether the public interest would be served by the issuance of the injunction. Id.

In the context of restrictive covenant enforcement, Massachusetts courts have consistently recognized that the breach of enforceable non-competition, non-solicitation, and confidentiality agreements gives rise to a presumption of irreparable harm. See, e.g., Boulanger v. Dunkin' Donuts Inc., 442 Mass. 635, 643 (2004); Lombard Med. Techs., Inc. v. Johannessen, 729 F. Supp. 2d 432, 438–39 (D. Mass. 2010) (applying Massachusetts law). The loss of trade secrets and confidential information, the loss of customer relationships, and reputational harm are all forms of irreparable injury that cannot be adequately remedied by money damages. See Alexander & Alexander, Inc. v. Danahy, 21 Mass. App. Ct. 488, 498 (1986).

A detailed legal argument applying these factors to the facts of this case is set forth in the accompanying Memorandum of Law in Support of Plaintiff's Motion for Temporary Restraining Order and Preliminary Injunction, filed simultaneously herewith and incorporated herein by reference.

V. ARGUMENT (SUMMARY)

AHT respectfully refers the Court to its Memorandum of Law, filed concurrently herewith, for the full legal argument in support of this motion. A summary of the argument is set forth below.

A. Likelihood of Success on the Merits

AHT is overwhelmingly likely to succeed on the merits of its claims for breach of the Separation Agreement. The Separation Agreement is a valid and enforceable contract, negotiated at arm's length by sophisticated parties represented by experienced counsel, and supported by substantial consideration in the amount of $1,016,866. Farris does not and cannot dispute that he executed the Separation Agreement or that he received the consideration specified therein.

Farris's breaches of Sections 6, 7, 8, and 9 of the Separation Agreement are documented in his own publicly accessible words and communications. His social media posts are preserved and authenticated. His podcast appearances are recorded and transcribed. His solicitation communications have been produced by the clients who received them. There is no genuine factual dispute as to whether Farris made the statements in question or engaged in the solicitation conduct alleged.

The restrictive covenants contained in the Separation Agreement — the non-disparagement clause (Section 6), the confidentiality clause (Section 7), the non-solicitation of clients clause (Section 8), and the non-solicitation of employees clause (Section 9) — are each reasonable in scope, duration, and geographic reach under Massachusetts law. The non-solicitation provisions are limited to twenty-four months, a duration well within the range that Massachusetts courts have upheld. See Boulanger, 442 Mass. at 643 (upholding two-year non-competition agreement). The client non-solicitation provision is limited to clients and active prospective clients as of the Effective Date — it does not impose a blanket prohibition on client contact. The employee non-solicitation provision is similarly limited in scope. The confidentiality provision, with its five-year term, is reasonable in light of the nature and sensitivity of the information at issue. The non-disparagement provision, which is not subject to a temporal limitation, is narrowly drawn and applies only to false and disparaging statements, not to the expression of truthful opinions.

Farris's public statements contain demonstrably false factual assertions that negate any truth or opinion defense. He claimed AHT's churn rate was 14%, when it was actually 8.2%. He claimed AHT's gross margin was "barely 55%," when it was actually 68.7%. These are not matters of opinion or subjective characterization — they are specific, quantitative claims of fact that are provably false. The contractual non-disparagement waiver is enforceable, and Farris's statements are not protected speech because they constitute false statements of fact made in breach of a bargained-for agreement supported by over one million dollars in consideration. See Noonan v. Staples, Inc., 556 F.3d 20, 27 (1st Cir. 2009) (recognizing enforceability of contractual non-disparagement provisions under Massachusetts law).

B. Irreparable Harm

AHT faces ongoing and irreparable harm of the most serious nature. The harm includes, but is not limited to, the following:

• Loss of key client relationships. Northbridge Community Health Network has already been lost, and Lakeview Regional Health System has formally notified AHT of its intent not to renew. Two additional enterprise clients — Prairieland and Summit Atlantic — remain at significant risk. Once these client relationships are lost, they cannot be restored by money damages; rebuilding enterprise client relationships in the healthcare IT market requires years of sustained effort.

• Decline in pipeline conversion. AHT's pipeline conversion rate has declined by thirteen percentage points, from 34% to 21%, directly attributable to the market perception created by Farris's false public statements. This decline represents a fundamental erosion of AHT's competitive position that compounds over time and cannot be remedied after the fact.

• Continuing public dissemination of false information. Farris's social media posts and podcast appearances remain publicly accessible. Every day that these false statements remain in the public domain, additional prospective clients, investors, and industry participants are exposed to materially false information about AHT's financial performance, product quality, and leadership. The reputational harm caused by such false information is inherently irreparable because it is impossible to identify and correct every impression formed by every person who encounters the statements.

• Loss of confidential competitive information. Farris has disclosed — and continues to have in his possession — AHT's most sensitive confidential and proprietary information, including client-specific pricing, financial metrics, and strategic plans. This information is now in the hands of Meridian Healthworks, a direct competitor. The competitive advantage lost through the disclosure of confidential information is, by its very nature, impossible to recapture. See Alexander & Alexander, 21 Mass. App. Ct. at 498.

• Loss of key personnel. The departure of Renata Solis and Jerome Ashworth has depleted AHT's sales leadership team and, upon information and belief, further solicitation of AHT employees by Farris is ongoing. The loss of experienced employees — particularly those with deep client relationships — causes harm that is not fully remediable by money damages.

Massachusetts courts have consistently held that reputational harm, loss of client relationships, and the disclosure of confidential information are inherently irreparable forms of injury. See Kroeger, 13 Mass. App. Ct. at 322; Corporate Techs., Inc. v. Harnett, 731 F.3d 6, 10–11 (1st Cir. 2013) (applying Massachusetts law). The ongoing nature of the harm — with Farris's posts still live, his podcast episodes still streaming, and his solicitation campaign still active — underscores the urgent need for injunctive relief.

C. Balance of Hardships

The balance of hardships decidedly favors AHT. On one side of the balance is AHT, which faces tens of millions of dollars in losses, the erosion of its client base, the destruction of its reputation in a specialized and trust-dependent market, and the continuing hemorrhage of confidential competitive information to a direct rival. On the other side of the balance is Farris, who voluntarily accepted over one million dollars in separation consideration in exchange for the very obligations he now refuses to honor.

The hardship to Farris from the entry of the requested injunction is minimal. The injunction does not prevent Farris from working at Meridian Healthworks or from earning a livelihood in any capacity. It does not impose any geographic restriction on Farris's employment. It merely requires him to comply with the specific, bargained-for restrictions that he voluntarily assumed: to stop disparaging AHT with false statements, to stop disclosing AHT's confidential information, to stop soliciting AHT's clients, and to stop soliciting AHT's employees. These are obligations that Farris was paid over one million dollars to accept. Holding Farris to those obligations imposes no cognizable hardship.

AHT, by contrast, faces harm that is both severe and, in significant respects, permanent. Client relationships lost to Meridian Healthworks cannot be easily reclaimed. Confidential information, once disclosed, cannot be made secret again. Reputational damage, once inflicted in a specialized market, takes years to repair — if it can be repaired at all.

D. Public Interest

The public interest strongly supports the entry of injunctive relief in this case. The enforcement of lawful separation agreements serves the vital public interest in the sanctity of contracts — the cornerstone of commercial activity. Permitting a former executive to accept over one million dollars in exchange for restrictive covenants and then to violate those covenants with impunity would send a corrosive signal to the business community that such agreements are not worth the paper on which they are written.

The public interest is also served by the protection of healthcare data integrity and the integrity of the healthcare IT market. Farris's false statements about AHT's clinical data quality, financial performance, and product reliability have the potential to confuse and mislead healthcare organizations that rely on accurate information to make technology procurement decisions affecting patient care. Enjoining the continued dissemination of demonstrably false information about a healthcare technology company serves the public interest in an informed and trustworthy marketplace.

VI. SUPPORTING MATERIALS

This Motion is supported by and should be considered together with the following documents and submissions, each of which has been filed simultaneously herewith:

1. Memorandum of Law in Support of Plaintiff's Motion for Temporary Restraining Order and Preliminary Injunction, setting forth the full legal argument in support of this motion;

2. Affidavit of Dr. Annika Johansson, Chief Executive Officer of Arbor Health Technologies Inc., with exhibits, attesting to the nature of AHT's business, the harm caused by Farris's conduct, the decline in pipeline conversion, the loss of client relationships, the departure of key employees, and the ongoing and irreparable nature of the harm;

3. Affidavit of Marcus Tremblay, General Counsel of Arbor Health Technologies Inc., with exhibits, including:

• Exhibit A: A true and correct copy of the Separation Agreement and General Release dated August 9, 2024;

• Exhibit B: Forensically preserved screenshots and transcripts of Defendant's social media posts on Westmark Health IT and X (formerly Fenmore Solutions), as preserved by Stonebridge Investigative Group LLC;

• Exhibit C: Forensically preserved audio recordings and transcripts of Defendant's podcast appearances on The Digital Health Download (January 15, 2025) and HealthTech Insider (March 4, 2025);

• Exhibit D: Copies of solicitation communications sent by Defendant to AHT clients, including the November 8, 2024 email to Dr. Nina Castellano of Lakeview Regional Health System and the November 14, 2024 Westmark Health IT messages to William Okafor of Northbridge Community Health Network;

• Exhibit E: Text message evidence of Defendant's solicitation of Renata Solis and Jerome Ashworth;

• Exhibit F: Lakeview Regional Health System non-renewal letter dated October 28, 2025;

• Exhibit G: AHT's pre-suit demand letter dated September 15, 2025;

• Exhibit H: Response letter from Constance A. Whitfield of Whitfield, Boone & Calloway LLP dated October 3, 2025;

• Exhibit I: Declaration of Karen Velasco of Stonebridge Investigative Group LLC regarding evidence preservation;

4. Verified Complaint, filed simultaneously herewith; and

5. Proposed Temporary Restraining Order, submitted for the Court's consideration and entry.

VII. REQUEST FOR EXPEDITED HEARING

AHT respectfully requests that, in the event the Court enters the temporary restraining order sought herein, it schedule a hearing on the motion for preliminary injunction within ten (10) business days of the entry of the temporary restraining order, or at the earliest date convenient to the Court. This request is made in light of the ongoing and escalating nature of the harm, the fact that Farris's disparaging posts and podcast appearances remain publicly accessible, and the likelihood that Farris will continue to solicit AHT's clients and employees absent a court order. The ten-day duration of a temporary restraining order under Mass. R. Civ. P. 65(b) necessitates prompt scheduling of a preliminary injunction hearing to ensure that AHT is not left without protection during any gap between the expiration of the temporary restraining order and the entry of a preliminary injunction. AHT is prepared to proceed to a hearing on an expedited basis and will accommodate any schedule set by the Court.

VIII. CONCLUSION AND PRAYER FOR RELIEF

For the foregoing reasons, and as more fully set forth in the accompanying Memorandum of Law in Support of Plaintiff's Motion for Temporary Restraining Order and Preliminary Injunction, Plaintiff Arbor Health Technologies Inc. respectfully requests that this Honorable Court:

1. Enter a Temporary Restraining Order in the form of the Proposed Order submitted herewith, effective immediately upon entry, directing Defendant Desmond R. Farris to cease and desist from all disparagement, disclosure of confidential information, solicitation of clients, and solicitation of employees in violation of the Separation Agreement, and to remove or cause to be removed all publicly accessible disparaging and confidential posts and to request the removal or retraction of podcast statements, all within forty-eight (48) hours of entry;

2. Schedule a hearing on Plaintiff's Motion for Preliminary Injunction within ten (10) business days of the entry of the Temporary Restraining Order, or at the earliest date convenient to the Court;

3. Following such hearing, enter a Preliminary Injunction imposing the prohibitions set forth in Section II.B of this Motion, to remain in effect through the duration of the applicable restricted periods under the Separation Agreement or until final judgment in this action, whichever is later; and

4. Grant such other and further relief as this Court deems just and proper, including but not limited to costs and attorneys' fees incurred in connection with the prosecution of this motion, as provided under Section 16 of the Separation Agreement.

Respectfully submitted,

ARBOR HEALTH TECHNOLOGIES INC.,

By its attorneys,

CALDERWOOD & HARKNESS LLP

By: ________

Samuel Eklund (BBO No. 672841) Linda Osei (BBO No. 685293) Hannah Brinkley (BBO No. 701456) Patrick Gallagher (BBO No. 712087)

100 High Street, 26th Floor Boston, MA 02110 Telephone: (617) 555-4200 Facsimile: (617) 555-4201

Email: seklund@calderwoodharkness.com

Email: losei@calderwoodharkness.com

Email: hbrinkley@calderwoodharkness.com

Email: pgallagher@calderwoodharkness.com

Dated: November 21, 2025

CERTIFICATE OF SERVICE

I, Samuel Eklund, hereby certify that on November 21, 2025, a true and correct copy of the foregoing Plaintiff Arbor Health Technologies Inc.'s Motion for Temporary Restraining Order and Preliminary Injunction, together with all accompanying exhibits and supporting papers, including the Memorandum of Law in Support, the Affidavit of Dr. Annika Johansson with exhibits, the Affidavit of Marcus Tremblay with exhibits, the Verified Complaint, and the Proposed Temporary Restraining Order, was served upon counsel for Defendant by hand delivery and simultaneous electronic mail to:

Constance A. Whitfield, Esq. Jared Norcross, Esq. Whitfield, Boone & Calloway LLP 200 Ashbury Asset Advisors, Suite 3100 Boston, MA 02109 Telephone: (617) 555-7800

Email: cwhitfield@wbclaw.com

Email: jnorcross@wbclaw.com

________________________________________

Samuel Eklund (BBO No. 672841) CALDERWOOD & HARKNESS LLP

Damage Category	Amount
Multi-year contract value lost (Northbridge + Lakeview)	$17,700,000
Pipeline conversion loss	$8,200,000
Reputational remediation costs	$340,000
Liquidated damages under § 10(d)	$250,000
Clawback of separation consideration under §§ 10(a)-(b)	$1,016,866
Total	$27,506,866

COMMONWEALTH OF MASSACHUSETTS
SUPERIOR COURT DEPARTMENT
SUFFOLK, ss.
Civil Action No. ____________ (To be assigned upon filing)
ARBOR HEALTH TECHNOLOGIES INC., a Delaware corporation with its principal place of business at 230 Federal Street, Suite 1400, Boston, MA 02110,
Plaintiff,
v.
DESMOND R. FARRIS, an individual residing at 47 Briarcliff Lane, Wellesley, MA 02481,
Defendant.
PLAINTIFF ARBOR HEALTH TECHNOLOGIES INC.'S MOTION FOR TEMPORARY RESTRAINING ORDER AND PRELIMINARY INJUNCTION
Filed: November 21, 2025
I. INTRODUCTION
Plaintiff Arbor Health Technologies Inc. ("AHT" or "Plaintiff"), by and through its attorneys, Calderwood & Harkness LLP, respectfully moves this Court pursuant to Mass. R. Civ. P. 65(a) and (b) for the entry of a temporary restraining order and, following a hearing on notice, a preliminary injunction against Defendant Desmond R. Farris ("Farris" or "Defendant").
This motion arises from Farris's ongoing, deliberate, and escalating violations of the non-disparagement, confidentiality, non-solicitation of clients, and non-solicitation of employees provisions of a Separation Agreement and General Release executed on August 9, 2024, and effective August 30, 2024 (the "Separation Agreement"), for which Farris received total separation consideration of $1,016,866. The Separation Agreement was negotiated at arm's length by sophisticated parties represented by experienced counsel, and its restrictive covenants are reasonable in scope, duration, and geographic reach under Massachusetts law.
Since his departure from AHT and commencement of employment at a direct competitor, Meridian Healthworks, Inc. ("Meridian Healthworks"), on October 21, 2024, Farris has engaged in a sustained campaign of public disparagement containing demonstrably false statements about AHT's business operations, financial performance, and clinical data integrity. In addition, Farris has disclosed AHT's proprietary and confidential financial information — including client-specific pricing, churn rates, and gross margin figures — to the public at large and, upon information and belief, to his new employer. Furthermore, Farris has directly solicited at least four of AHT's key enterprise clients and at least two senior employees, causing AHT confirmed and continuing revenue loss, reputational harm, and irreparable injury that cannot be remedied by money damages alone.
The scope of Farris's misconduct is both breathtaking and brazen. Over the course of more than twelve months since his departure, Farris has published multiple disparaging social media posts to audiences of thousands; appeared on two widely-followed healthcare technology podcasts to make false and defamatory statements about AHT's financial performance, product quality, and leadership; personally solicited four enterprise clients representing $11.7 million in annual contract value; and recruited two senior members of AHT's sales leadership team to join him at Meridian Healthworks. Farris's actions have already resulted in the confirmed loss of at least $5.9 million in annual contract value, a thirteen-percentage-point decline in AHT's sales pipeline conversion rate, and hundreds of thousands of dollars in remediation costs.
Emergency relief is necessary because Farris's conduct is ongoing, is causing daily and compounding harm, and will continue absent this Court's intervention. Despite receipt of a detailed pre-suit demand letter from AHT's counsel, Farris — through his counsel, Constance A. Whitfield of Whitfield, Boone & Calloway LLP — denied all material allegations and has taken no steps whatsoever to cease his violative conduct. His disparaging social media posts remain publicly accessible. The podcast episodes in which he made false and defamatory statements remain available for streaming and download. And, upon information and belief, Farris continues to solicit AHT's clients and employees on behalf of Meridian Healthworks. Absent immediate injunctive relief from this Court, AHT will continue to suffer irreparable harm for which there is no adequate remedy at law.
II. STATEMENT OF RELIEF SOUGHT
AHT respectfully requests that this Court enter the following relief:
A. Temporary Restraining Order (Effective Immediately)
AHT moves this Court for entry of an order effective immediately upon entry, and remaining in effect for ten (10) days or until further order of the Court, directing Defendant Desmond R. Farris, and his agents, servants, employees, attorneys, and all persons acting in concert or participation with him who receive actual notice of the order, to comply with the following prohibitions:
1. Cease Disparagement. Immediately cease and desist from making, publishing, or causing to be published any written or oral statement that disparages, defames, or casts in a negative light AHT, its products, services, platform, technology, officers, directors, employees, or investors, in any medium including but not limited to social media platforms (including Westmark Health IT and Westvale Solutions), podcasts, interviews, industry events, panel discussions, webinars, conference presentations, or private communications with AHT clients or prospective clients, in accordance with Section 6 of the Separation Agreement. This prohibition extends to statements made by Farris directly or through intermediaries, surrogates, or agents acting at his direction or with his knowledge and consent.
2. Cease Disclosure of Confidential Information. Immediately cease and desist from disclosing, publishing, or otherwise disseminating any Confidential Information of AHT as defined in Section 7 of the Separation Agreement, including but not limited to client lists, client identities, client-specific pricing, annual contract values, financial results and projections, churn rates, retention metrics, Net Promoter Score data, gross margins, operating margins, EBITDA figures, product roadmaps, technology architecture documentation, strategic plans, merger and acquisition strategies, investor communications, board materials, and any other information that AHT treats as confidential or proprietary. This prohibition extends to disclosures made in any form, whether written, oral, electronic, or visual, and whether made to the public, to Meridian Healthworks, to prospective clients, to industry analysts, to journalists, or to any other person or entity not authorized by AHT to receive such information.
3. Cease Solicitation of Clients. Immediately cease and desist from directly or indirectly soliciting, contacting, diverting, or servicing any Client of AHT (as defined in Section 8 of the Separation Agreement, i.e., any person or entity that was a customer of AHT during the twelve (12) months preceding the Effective Date or that was an active prospective customer in AHT's sales pipeline as of August 30, 2024), for the purpose of providing or offering to provide products or services that are competitive with those offered by AHT, through August 30, 2026, the expiration of the twenty-four (24) month restricted period set forth in Section 8 of the Separation Agreement. This prohibition includes, without limitation, any communications — whether by email, telephone, text message, social media direct message, in-person meeting, or otherwise — that are intended to or have the effect of inducing, encouraging, or facilitating any such Client's decision to terminate, reduce, or refrain from renewing its business relationship with AHT.
4. Cease Solicitation of Employees. Immediately cease and desist from directly or indirectly recruiting, soliciting, inducing, or hiring any employee of AHT, or encouraging any AHT employee to leave AHT's employ or to accept employment with Meridian Healthworks or any other entity, through August 30, 2026, in accordance with Section 9 of the Separation Agreement. This prohibition includes, without limitation, any communications — whether by email, telephone, text message, social media direct message, in-person meeting, or otherwise — that are intended to or have the effect of inducing, encouraging, or facilitating any AHT employee's decision to terminate his or her employment with AHT.
5. Removal and Retraction of Existing Statements. Within forty-eight (48) hours of entry of the order, remove or cause to be removed all publicly accessible posts on Westmark Health IT, X (formerly Fenmore Solutions), and any other social media platform that contain disparaging statements about AHT or disclosures of AHT Confidential Information, including but not limited to the posts dated November 3, 2024, November 18, 2024, December 12, 2024, and February 3, 2025, and any other posts containing similar content. Additionally, within forty-eight (48) hours of entry of the order, Farris shall request the removal or retraction of all statements made during podcast appearances in which he disparaged AHT or disclosed AHT Confidential Information, including but not limited to the January 15, 2025 episode of The Digital Health Download and the March 4, 2025 episode of HealthTech Insider, and shall use his best efforts to secure such removal or retraction.
B. Preliminary Injunction (Following Hearing)
Following a hearing on the merits of this motion, AHT respectfully requests the entry of a preliminary injunction imposing the same prohibitions set forth in subsections (1) through (5) above, to remain in effect through the duration of the applicable restricted periods under the Separation Agreement or until final judgment in this action, whichever is later. Specifically:
(a) With respect to the non-solicitation of clients provisions under Section 8 and the non-solicitation of employees provisions under Section 9 of the Separation Agreement, the preliminary injunction should remain in effect through August 30, 2026, the expiration of the twenty-four (24) month restricted periods, or until final judgment, whichever is later;
(b) With respect to the confidentiality provisions under Section 7 of the Separation Agreement, the preliminary injunction should remain in effect through August 30, 2029, the expiration of the five (5) year term, or until final judgment, whichever is later;
(c) With respect to the non-disparagement obligations under Section 6 of the Separation Agreement and the removal of false statements already published, the preliminary injunction should remain in effect indefinitely or until final judgment, whichever is later, as the non-disparagement obligation under Section 6 is not subject to a temporal limitation.
C. Security / Bond
AHT is willing to post such security as this Court may require pursuant to Mass. R. Civ. P. 65(c). However, AHT respectfully submits that no bond or, at most, a nominal bond should be required in this case, for the following reasons:
First, Section 10(c) of the Separation Agreement expressly provides that AHT shall be entitled to seek and obtain injunctive relief, including temporary, preliminary, and permanent injunctive relief, without the posting of any bond or other security, in the event of Farris's breach of Sections 6 through 9 of the Separation Agreement. This provision was negotiated at arm's length, and Farris agreed to it as a condition of receiving over one million dollars in separation consideration. Massachusetts courts have routinely enforced contractual bond waiver provisions in the context of restrictive covenant disputes. See, e.g., Boulanger v. Dunkin' Donuts Inc., 442 Mass. 635, 640 (2004) (courts may consider contractual provisions regarding injunctive relief in determining appropriate bond amount).
Second, Farris bargained for and received $1,016,866 in total separation consideration — consisting of eighteen months of base salary, an eighteen-month COBRA subsidy, and the accelerated vesting of 62,500 stock options — in exchange for, among other things, the restrictive covenants he is now flagrantly violating. The substantial consideration Farris received underscores the reasonableness and enforceability of the covenants and weighs heavily against requiring AHT to post a significant bond merely to enforce the bargain Farris willingly struck.
Third, the requested injunction does not prevent Farris from earning a livelihood. It does not prevent him from working at Meridian Healthworks or in any other capacity. It merely requires him to comply with the specific, bargained-for obligations he voluntarily assumed in the Separation Agreement — obligations that are limited in scope, reasonable in duration, and well within the bounds of what Massachusetts courts have consistently upheld.
In the alternative, should the Court determine that some security is required notwithstanding the contractual waiver, AHT respectfully submits that a nominal bond of $1,000 would be appropriate and sufficient under the circumstances.
III. STATEMENT OF FACTS
The following statement of facts is drawn from the Verified Complaint filed simultaneously herewith, the Affidavit of Dr. Annika Johansson, and the Affidavit of Marcus Tremblay, together with the exhibits attached thereto. AHT respectfully refers the Court to those submissions for the complete factual record supporting this motion.
A. The Parties
Arbor Health Technologies Inc. AHT is a Delaware corporation with its principal place of business at 230 Federal Street, Suite 1400, Boston, Massachusetts 02110. AHT operates a leading healthcare services and software-as-a-service ("SaaS") platform specializing in population health management and value-based care analytics. AHT's platform enables health systems, physician groups, and accountable care organizations to aggregate, analyze, and act upon clinical, financial, and operational data to improve patient outcomes and reduce costs under value-based payment models. AHT's fiscal year 2024 annual recurring revenue ("ARR") was $187.4 million, and it employs approximately 620 people across its Boston headquarters and regional offices. AHT's Chief Executive Officer is Dr. Annika Johansson, who has led the company since 2019. Its General Counsel is Marcus Tremblay. Its Chief Financial Officer is Elaine Matsuda. AHT's majority equity holder is Ridgeline Capital Partners, LP, a healthcare-focused private equity firm that acquired its controlling stake in AHT in June 2021 at an enterprise value of approximately $415 million. AHT competes in a specialized and highly competitive market in which client trust, data integrity, and reputation are of paramount importance.
Desmond R. Farris. Defendant Farris is an individual residing at 47 Briarcliff Lane, Wellesley, Massachusetts 02481. Farris served as AHT's Chief Revenue Officer ("CRO") from September 8, 2020 through August 9, 2024, a tenure of approximately four years. As CRO, Farris was a member of AHT's executive leadership team and reported directly to Dr. Johansson. In his role, Farris was responsible for all aspects of AHT's revenue generation, including enterprise sales, account management, client retention, and strategic partnerships. He had direct supervisory authority over AHT's entire commercial organization, including regional sales directors, enterprise account executives, and client success managers.
By virtue of his position as CRO, Farris had access to AHT's most sensitive confidential and proprietary information, including but not limited to: the identities and contact information of all AHT clients and prospective clients; client-specific pricing, annual contract values, and renewal terms; AHT's financial results, including revenue, gross margins, EBITDA, churn rates, and retention metrics; AHT's product development roadmap and technology architecture plans; AHT's competitive intelligence regarding other market participants, including Meridian Healthworks; AHT's strategic plans, including potential acquisitions, partnerships, and market expansion strategies; board presentations and investor communications; and detailed information regarding the compensation, performance, and career aspirations of AHT's sales and commercial personnel. Farris also maintained deep personal relationships with the senior decision-makers at AHT's most significant enterprise clients, relationships that he cultivated over four years of frequent, direct engagement.
Farris departed AHT on August 9, 2024. He is currently employed as Senior Vice President, Commercial Strategy at 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 02139. Farris commenced his employment at Meridian Healthworks on October 21, 2024, approximately seven weeks after the Effective Date of the Separation Agreement.
B. The Separation Agreement
The Separation Agreement and General Release was executed by Farris on August 9, 2024, his last day of employment at AHT. A true and correct copy of the Separation Agreement is attached as Exhibit A to the Affidavit of Marcus Tremblay filed herewith. In accordance with the requirements of the Older Workers Benefit Protection Act ("OWBPA") and the Age Discrimination in Employment Act ("ADEA"), Farris was afforded a twenty-one (21) day consideration period within which to review and sign the Separation Agreement. Farris, who was represented throughout the negotiation process by independent legal counsel at Whitfield, Boone & Calloway LLP, signed the Separation Agreement within the consideration period on August 26, 2024. The seven (7) day revocation period prescribed by the OWBPA expired without revocation on August 30, 2024, which constitutes the "Effective Date" of the Separation Agreement as that term is defined therein.
Separation Consideration. In exchange for the restrictive covenants contained in Sections 6 through 9, a general release of all claims against AHT and its affiliates, and other obligations set forth in the Separation Agreement, Farris received total separation consideration valued at $1,016,866, consisting of the following components:
(i) Cash Severance (§ 3(a)): $577,500 in cash, representing eighteen (18) months of Farris's annualized base salary of $385,000 per year, payable in substantially equal installments over the eighteen-month period following the Effective Date in accordance with AHT's regular payroll schedule, less applicable withholdings and deductions;
(ii) COBRA Subsidy (§ 3(b)): $39,366 in COBRA premium subsidies, representing AHT's payment of the employer portion of Farris's health insurance premiums for a period of eighteen (18) months following the Effective Date, at a rate of $2,187 per month; and
(iii) Accelerated Stock Option Vesting (§ 3(c)): Accelerated vesting of 62,500 unvested stock options held by Farris under AHT's 2019 Equity Incentive Plan, at a strike price of $4.80 per share. Based on AHT's most recent Section 409A valuation establishing a fair market value of $11.20 per share as of the Effective Date, the estimated intrinsic value (spread) of these accelerated options was approximately $400,000 (calculated as ($11.20 − $4.80) × 62,500 shares).
Key Restrictive Covenants. The Separation Agreement contains the following restrictive covenants, each of which Farris has breached:
Section 6 — Non-Disparagement. Section 6 of the Separation Agreement provides that Farris shall not, at any time following the Effective Date, make, publish, or cause to be published any written or oral statement that disparages, defames, or casts in a negative light AHT, its products, services, technology, officers, directors, employees, or investors. The non-disparagement obligation is mutual, with AHT's reciprocal obligation limited to official corporate communications and statements made by officers at the Vice President level or above. The non-disparagement provision is not subject to any temporal limitation and survives indefinitely.
Section 7 — Confidentiality. Section 7 of the Separation Agreement provides that Farris shall not, for a period of five (5) years following the Effective Date (through August 30, 2029), disclose, publish, or otherwise disseminate any Confidential Information of AHT, defined broadly to include, without limitation, client lists, client-specific pricing, annual contract values, financial results and projections, churn rates, retention metrics, gross margins, product roadmaps, technology architecture, strategic plans, and any other information that AHT treats as confidential or proprietary.
Section 8 — Non-Solicitation of Clients. Section 8 of the Separation Agreement provides that Farris shall not, for a period of twenty-four (24) months following the Effective Date (through August 30, 2026), directly or indirectly solicit, contact, divert, or service any Client of AHT — defined as any person or entity that was a customer of AHT during the twelve (12) months preceding the Effective Date or that was an active prospective customer in AHT's sales pipeline as of August 30, 2024 — for the purpose of providing or offering to provide products or services competitive with those offered by AHT.
Section 9 — Non-Solicitation of Employees. Section 9 of the Separation Agreement provides that Farris shall not, for a period of twenty-four (24) months following the Effective Date (through August 30, 2026), directly or indirectly recruit, solicit, induce, or hire any employee of AHT, or encourage any employee of AHT to leave AHT's employ.
Remedies for Breach. Section 10 of the Separation Agreement sets forth the remedies available to AHT in the event of Farris's breach of any of the restrictive covenants in Sections 6 through 9:
(a) Clawback of Cash Severance (§ 10(a)): Upon breach, Farris is obligated to repay all cash severance payments received under Section 3(a), and AHT's obligation to make any remaining severance payments shall immediately terminate;
(b) Clawback of Stock Option Value (§ 10(b)): Upon breach, Farris is obligated to disgorge the value of the accelerated stock option vesting received under Section 3(c), and any unexercised accelerated options shall be immediately forfeited;
(c) Injunctive Relief Without Bond (§ 10(c)): AHT shall be entitled to seek and obtain temporary, preliminary, and permanent injunctive relief, including specific performance, to enforce the restrictive covenants, without the posting of any bond or other security;
(d) Liquidated Damages and Actual Damages (§ 10(d)): In the event of a breach of Sections 6 or 7, Farris shall pay liquidated damages to AHT in the amount of $250,000, plus actual damages to the extent such damages exceed the liquidated amount.
Governing Law and Forum Selection. Section 14 of the Separation Agreement provides that the Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts, without regard to its conflicts of law principles. Section 15 provides that the parties consent to the exclusive jurisdiction and venue of the Superior Court of the Commonwealth of Massachusetts, Suffolk County, for any action arising out of or relating to the Agreement. Section 16 provides that the prevailing party in any action to enforce the Agreement shall be entitled to recover its reasonable attorneys' fees and costs.
C. Farris's Breaches
Since his departure from AHT and commencement of employment at Meridian Healthworks, Farris has engaged in a sustained and escalating pattern of breaches of Sections 6, 7, 8, and 9 of the Separation Agreement. Each category of breach is described in detail below.
(i) Social Media Disparagement and Confidential Disclosures. Farris has published multiple public social media posts containing false, disparaging, and defamatory statements about AHT, its products, its financial performance, and its leadership, and has disclosed AHT's confidential business information through these posts. The following are among the most egregious examples, each of which has been forensically preserved by Stonebridge Investigative Group LLC and is attached as an exhibit to the Affidavit of Marcus Tremblay:
November 3, 2024 — Westmark Health IT Post. On or about November 3, 2024, Farris published a post on his Westmark Health IT profile (which, at the time, had approximately 12,400 followers, consisting predominantly of healthcare executives, industry analysts, and technology professionals) in which he described AHT's corporate culture as "rotten from the top" and urged prospective customers to "ask hard questions about data accuracy and uptime." The post was publicly accessible and was viewed, liked, and shared by numerous individuals in the healthcare technology community. This post constitutes a violation of the non-disparagement provision of Section 6 of the Separation Agreement.
November 18, 2024 — Westmark Health IT Post. On or about November 18, 2024, Farris published a second Westmark Health IT post in which he accused AHT of "inflating NPS scores to close deals" and claimed that "the board doesn't care — only EBITDA matters." This post directly impugned AHT's business integrity and the integrity of its board of directors, and was published to Farris's full Westmark Health IT audience. This post constitutes a further violation of Section 6 of the Separation Agreement.
December 12, 2024 — X (Fenmore Solutions) Post. On or about December 12, 2024, Farris published a post on the social media platform X (formerly Fenmore Solutions) in which he stated that AHT's "churn rate is 14% and climbing" and called AHT's retention claims "pure fiction." This post is notable for two independent reasons. First, AHT's actual fiscal year 2024 gross logo churn rate was 8.2%, as verified by AHT's independent auditors, Clearwater Audit Partners LLP. The figure cited by Farris is demonstrably and materially false — it overstates AHT's actual churn rate by nearly seventy-one percent (71%). Second, regardless of the accuracy of the figure, the disclosure of AHT's churn rate, whether actual or fabricated, constitutes the disclosure of Confidential Information in violation of Section 7 of the Separation Agreement, as churn rates are among the metrics specifically identified as Confidential Information under the Agreement. The dissemination of a false and inflated churn figure to the market is particularly damaging because churn rate is one of the most closely watched metrics in the SaaS industry and is a primary consideration for prospective clients evaluating a platform vendor's reliability and market position.
February 3, 2025 — Westmark Health IT Post. On or about February 3, 2025, Farris published a Westmark Health IT post disclosing client-specific pricing information, stating that a "top-5 health system client" was paying "$4.3M/yr" for AHT's services and was "about to walk." This post disclosed confidential client-specific pricing information — namely, the annual contract value of one of AHT's largest enterprise relationships — in direct violation of Section 7 of the Separation Agreement. Based on the description and contract value disclosed, the post refers to AHT's relationship with Lakeview Regional Health System, one of the four clients that Farris has solicited on behalf of Meridian Healthworks.
(ii) Podcast Appearances. In addition to his social media activity, Farris has appeared on at least two healthcare technology industry podcasts, each with a substantial listener base, and has made false, disparaging, and defamatory statements about AHT during those appearances, as well as disclosing AHT's confidential financial information.
January 15, 2025 — *The Digital Health Download*. On or about January 15, 2025, Farris appeared as a guest on an episode of the podcast The Digital Health Download, which has approximately 28,000 monthly listeners consisting primarily of healthcare IT executives, investors, and industry consultants. During the interview, Farris accused AHT of having "serious clinical data integrity issues" and claimed that AHT's leadership was "financially motivated to suppress quality concerns." These statements are false and defamatory. AHT has received no regulatory citations, warning letters, or adverse findings related to clinical data integrity. Farris's statements were designed to undermine confidence in AHT's platform and to drive prospective and existing clients toward Meridian Healthworks. The episode remains publicly available for streaming and download as of the date of this filing.
March 4, 2025 — *HealthTech Insider*. On or about March 4, 2025, Farris appeared as a guest on an episode of the podcast HealthTech Insider, which has approximately 41,000 monthly listeners. During the interview, Farris made the following statements, among others: (a) he stated that AHT's gross margin was "barely 55%," when in fact AHT's fiscal year 2024 gross margin was 68.7%, as reflected in AHT's audited financial statements prepared by Clearwater Audit Partners LLP — a difference of nearly fourteen percentage points, representing a material and deliberate misstatement of AHT's financial performance; (b) he described AHT's product as "legacy tech with a SaaS wrapper," a characterization that is false and designed to undermine confidence in AHT's technology platform; and (c) he described Dr. Annika Johansson's leadership of AHT as "delusional." Each of these statements constitutes a violation of Section 6 (non-disparagement) of the Separation Agreement. The disclosure of AHT's gross margin figure — whether accurate or, as here, deliberately understated — constitutes a violation of Section 7 (confidentiality) of the Separation Agreement. The episode remains publicly available for streaming and download as of the date of this filing.
(iii) Client Solicitation. Farris has directly solicited at least four AHT enterprise clients on behalf of Meridian Healthworks, in violation of Section 8 of the Separation Agreement. Each of these clients was a customer of AHT during the twelve months preceding the Effective Date of the Separation Agreement and therefore falls squarely within the definition of "Client" under Section 8. The details of Farris's solicitation of each client are as follows:
1. Lakeview Regional Health System (Cleveland, Ohio). Lakeview Regional Health System ("Lakeview") is one of AHT's largest enterprise clients, with an annual contract value of $4.3 million per year. Lakeview's contract with AHT was subject to renewal on April 1, 2025. On or about November 8, 2024, Farris sent an email to Dr. Nina Castellano, Vice President of Population Health at Lakeview, offering what he described as a "competitive transition package" from Meridian Healthworks. The email, a copy of which is attached as an exhibit to the Tremblay Affidavit, was sent from Farris's Meridian Healthworks email address and bore the Meridian Healthworks logo in its signature block. Dr. Castellano forwarded the email to AHT's account management team on November 12, 2024. On October 28, 2025, Lakeview formally notified AHT by letter of its intent not to renew its contract upon expiration. AHT's investigation indicates, and AHT will demonstrate at the hearing on this motion, that Farris's solicitation was a material factor in Lakeview's decision not to renew.
2. Prairieland Medical Group, P.C. (Omaha, Nebraska). Prairieland Medical Group, P.C. ("Prairieland") is an AHT enterprise client with an annual contract value of $2.1 million per year. Prairieland's contract with AHT is subject to renewal on July 1, 2025. On or about December 2, 2024, Farris placed a telephone call to Thomas Rourke, Chief Executive Officer of Prairieland, during which Farris discussed Meridian Healthworks' capabilities and sought to arrange a formal presentation. Mr. Rourke subsequently informed AHT's account manager of the call. As of the date of this filing, Prairieland has not formally indicated whether it intends to renew its contract with AHT, but AHT considers this relationship to be at significant risk as a direct result of Farris's solicitation.
3. Summit Atlantic Health Partners, LLC (Richmond, Virginia). Summit Atlantic Health Partners, LLC ("Summit Atlantic") is an AHT enterprise client with an annual contract value of $3.7 million per year. Summit Atlantic's contract with AHT is subject to renewal on September 1, 2025. On or about January 22, 2025, Farris met in person with Angela Firth, Chief Operating Officer of Summit Atlantic, at a healthcare industry conference held in Boston, Massachusetts. During the meeting, Farris presented Meridian Healthworks' product offerings and discussed a potential transition. Ms. Firth subsequently confirmed the meeting and its substance in a communication to AHT's enterprise account team. As of the date of this filing, Summit Atlantic has not formally indicated whether it intends to renew its contract with AHT, but AHT considers this relationship to be at significant risk.
4. Northbridge Community Health Network (Portland, Maine). Northbridge Community Health Network ("Northbridge") was an AHT enterprise client with an annual contract value of $1.6 million per year. Northbridge's contract with AHT was subject to renewal on March 1, 2025. On or about November 14, 2024, Farris sent Westmark Health IT direct messages to William Okafor, Chief Technology Officer of Northbridge, promoting Meridian Healthworks' platform and disparaging AHT's technology. Northbridge subsequently declined to renew its contract with AHT, effective March 1, 2025. On or about March 15, 2025, Northbridge signed a contract with Meridian Healthworks. Northbridge's departure represents the first confirmed client loss directly attributable to Farris's solicitation.
In total, the four solicited clients represent $11.7 million in annual contract value. Of this amount, $5.9 million in annual contract value has been confirmed as lost or probable lost: Northbridge ($1.6 million, contract terminated and client signed with Meridian Healthworks) and Lakeview ($4.3 million, formal non-renewal notice received). The remaining $5.8 million in annual contract value (Prairieland and Summit Atlantic) remains at risk and subject to ongoing solicitation absent injunctive relief.
(iv) Employee Solicitation. In addition to soliciting AHT's clients, Farris has solicited at least two senior AHT employees in violation of Section 9 of the Separation Agreement. Renata Solis, Senior Director of Enterprise Sales, Eastern Region, and Jerome Ashworth, Senior Director of Enterprise Sales, Central Region, both of whom reported directly to Farris during his tenure as CRO, resigned from AHT on February 10, 2025 and February 24, 2025, respectively. Both subsequently joined Meridian Healthworks. AHT possesses text message evidence, preserved and authenticated, demonstrating that Farris contacted both Ms. Solis and Mr. Ashworth prior to their resignations and encouraged them to leave AHT and join him at Meridian Healthworks. Copies of the relevant text messages are attached as exhibits to the Tremblay Affidavit.
Ms. Solis and Mr. Ashworth were two of AHT's most experienced and productive sales leaders. Their departures have resulted in a significant disruption to AHT's enterprise sales operations, the loss of institutional knowledge and client relationships, and the diversion of management attention and resources to the recruitment and onboarding of replacement personnel. The cost to AHT of recruiting, hiring, and training replacement senior sales directors is estimated to be in excess of $500,000.
D. Ongoing and Escalating Harm
The harm caused by Farris's breaches is not merely retrospective — it is ongoing, compounding, and escalating. AHT respectfully submits that the following evidence demonstrates the nature and severity of the continuing harm:
Decline in Sales Pipeline Conversion. AHT's sales pipeline conversion rate — the percentage of qualified sales opportunities that close as executed contracts — declined from 34% in the third quarter of fiscal year 2024 (the quarter immediately preceding Farris's departure) to 21% in the first quarter of fiscal year 2025, representing a decline of thirteen (13) percentage points. This decline is historically unprecedented in AHT's sales performance. Internal analysis of deal-loss feedback collected from AHT's sales team indicates that at least three prospective clients cited "market concerns about Arbor's data quality" as a factor in their decision not to proceed with AHT. The language used by these prospective clients closely mirrors the false statements made by Farris in his social media posts and podcast appearances.
Pipeline Conversion Loss. Dr. Tobias Hargrove of Hargrove Forensic Economics LLC, a nationally recognized expert in damages quantification in technology industry disputes, has performed an analysis of AHT's pipeline conversion decline and has estimated the pipeline conversion loss attributable to Farris's conduct at approximately $8.2 million. Dr. Hargrove's analysis is based on a comparison of AHT's historical conversion rates, industry benchmarks, and the timing and nature of Farris's public statements, and will be presented in full at the hearing on this motion.
Reputational Remediation Costs. AHT has been compelled to retain a public relations firm and to conduct extensive customer outreach campaigns to counteract the damage caused by Farris's false public statements. Through October 2025, AHT has incurred approximately $340,000 in reputational remediation costs, including fees for public relations counsel, the production of responsive marketing materials, executive briefings with key clients, and attendance at additional industry events to reinforce AHT's market position.
Total Claimed Damages. In the aggregate, AHT's total claimed damages arising from Farris's breaches are approximately $27,506,866, consisting of the following components:
Farris's Conduct Is Ongoing. Critically, Farris has taken no steps whatsoever to cease his violative conduct or to mitigate the harm he has caused. His disparaging social media posts remain publicly accessible as of the date of this filing. The podcast episodes in which he made false and defamatory statements about AHT remain available for streaming and download. Upon information and belief, Farris continues to solicit AHT's clients on behalf of Meridian Healthworks, and further employee departures may be imminent. AHT's pre-suit demand letter, transmitted by counsel on September 15, 2025, demanded that Farris immediately cease all breaches, remove all disparaging and confidential posts, and comply with the Separation Agreement. On October 3, 2025, Farris's counsel, Constance A. Whitfield of Whitfield, Boone & Calloway LLP, responded with a letter denying all material allegations and refusing to take any remedial action. Absent this Court's intervention, the harm will continue to compound on a daily basis.
E. Evidence Preservation
AHT retained Stonebridge Investigative Group LLC, a digital forensics and investigative services firm, on October 10, 2025 to forensically preserve Farris's public social media posts, podcast recordings, and related digital evidence. The preservation was conducted under the supervision of Karen Velasco, Principal of Stonebridge Investigative Group LLC. Ms. Velasco has prepared a declaration attesting to the methods of preservation and the authenticity and integrity of the preserved evidence, which is attached as an exhibit to the Tremblay Affidavit. The forensically preserved evidence includes timestamped screenshots of all Westmark Health IT and X posts, audio recordings and transcripts of the podcast episodes, and metadata confirming the dates of publication.
IV. LEGAL STANDARD
This Court may issue a temporary restraining order pursuant to Mass. R. Civ. P. 65(b) and a preliminary injunction pursuant to Mass. R. Civ. P. 65(a) upon consideration of the four factors established by the Supreme Judicial Court in Packaging Industries Group, Inc. v. Cheney, 380 Mass. 609, 617 (1980), and consistently applied in subsequent decisions. See also GTE Prods. Corp. v. Stewart, 414 Mass. 721, 722–23 (1993); Tri-Nel Mgmt., Inc. v. Board of Health of Barnstable, 433 Mass. 217, 219 (2001). The four factors are:
1. Likelihood of success on the merits. The movant must demonstrate a likelihood of success on the merits of the underlying claims. The movant need not show that success is certain, but must present a substantial basis for the claims that would warrant relief. Packaging Industries, 380 Mass. at 617.
2. Irreparable harm. The movant must demonstrate that it will suffer irreparable harm if the injunction does not issue — that is, harm for which there is no adequate remedy at law. Id. Irreparable harm exists where the injury is of a type that cannot be fully compensated by money damages, such as loss of goodwill, loss of client relationships, and disclosure of confidential information. See Kroeger v. Stop & Shop Cos., 13 Mass. App. Ct. 310, 322 (1982).
3. Balance of hardships. The court must weigh the harm to the movant if the injunction does not issue against the harm to the opposing party if it does. The balance of hardships must tip in favor of the movant. Packaging Industries, 380 Mass. at 617.
4. Public interest. The court must consider whether the public interest would be served by the issuance of the injunction. Id.
In the context of restrictive covenant enforcement, Massachusetts courts have consistently recognized that the breach of enforceable non-competition, non-solicitation, and confidentiality agreements gives rise to a presumption of irreparable harm. See, e.g., Boulanger v. Dunkin' Donuts Inc., 442 Mass. 635, 643 (2004); Lombard Med. Techs., Inc. v. Johannessen, 729 F. Supp. 2d 432, 438–39 (D. Mass. 2010) (applying Massachusetts law). The loss of trade secrets and confidential information, the loss of customer relationships, and reputational harm are all forms of irreparable injury that cannot be adequately remedied by money damages. See Alexander & Alexander, Inc. v. Danahy, 21 Mass. App. Ct. 488, 498 (1986).
A detailed legal argument applying these factors to the facts of this case is set forth in the accompanying Memorandum of Law in Support of Plaintiff's Motion for Temporary Restraining Order and Preliminary Injunction, filed simultaneously herewith and incorporated herein by reference.
V. ARGUMENT (SUMMARY)
AHT respectfully refers the Court to its Memorandum of Law, filed concurrently herewith, for the full legal argument in support of this motion. A summary of the argument is set forth below.
A. Likelihood of Success on the Merits
AHT is overwhelmingly likely to succeed on the merits of its claims for breach of the Separation Agreement. The Separation Agreement is a valid and enforceable contract, negotiated at arm's length by sophisticated parties represented by experienced counsel, and supported by substantial consideration in the amount of $1,016,866. Farris does not and cannot dispute that he executed the Separation Agreement or that he received the consideration specified therein.
Farris's breaches of Sections 6, 7, 8, and 9 of the Separation Agreement are documented in his own publicly accessible words and communications. His social media posts are preserved and authenticated. His podcast appearances are recorded and transcribed. His solicitation communications have been produced by the clients who received them. There is no genuine factual dispute as to whether Farris made the statements in question or engaged in the solicitation conduct alleged.
The restrictive covenants contained in the Separation Agreement — the non-disparagement clause (Section 6), the confidentiality clause (Section 7), the non-solicitation of clients clause (Section 8), and the non-solicitation of employees clause (Section 9) — are each reasonable in scope, duration, and geographic reach under Massachusetts law. The non-solicitation provisions are limited to twenty-four months, a duration well within the range that Massachusetts courts have upheld. See Boulanger, 442 Mass. at 643 (upholding two-year non-competition agreement). The client non-solicitation provision is limited to clients and active prospective clients as of the Effective Date — it does not impose a blanket prohibition on client contact. The employee non-solicitation provision is similarly limited in scope. The confidentiality provision, with its five-year term, is reasonable in light of the nature and sensitivity of the information at issue. The non-disparagement provision, which is not subject to a temporal limitation, is narrowly drawn and applies only to false and disparaging statements, not to the expression of truthful opinions.
Farris's public statements contain demonstrably false factual assertions that negate any truth or opinion defense. He claimed AHT's churn rate was 14%, when it was actually 8.2%. He claimed AHT's gross margin was "barely 55%," when it was actually 68.7%. These are not matters of opinion or subjective characterization — they are specific, quantitative claims of fact that are provably false. The contractual non-disparagement waiver is enforceable, and Farris's statements are not protected speech because they constitute false statements of fact made in breach of a bargained-for agreement supported by over one million dollars in consideration. See Noonan v. Staples, Inc., 556 F.3d 20, 27 (1st Cir. 2009) (recognizing enforceability of contractual non-disparagement provisions under Massachusetts law).
B. Irreparable Harm
AHT faces ongoing and irreparable harm of the most serious nature. The harm includes, but is not limited to, the following:
• Loss of key client relationships. Northbridge Community Health Network has already been lost, and Lakeview Regional Health System has formally notified AHT of its intent not to renew. Two additional enterprise clients — Prairieland and Summit Atlantic — remain at significant risk. Once these client relationships are lost, they cannot be restored by money damages; rebuilding enterprise client relationships in the healthcare IT market requires years of sustained effort.
• Decline in pipeline conversion. AHT's pipeline conversion rate has declined by thirteen percentage points, from 34% to 21%, directly attributable to the market perception created by Farris's false public statements. This decline represents a fundamental erosion of AHT's competitive position that compounds over time and cannot be remedied after the fact.
• Continuing public dissemination of false information. Farris's social media posts and podcast appearances remain publicly accessible. Every day that these false statements remain in the public domain, additional prospective clients, investors, and industry participants are exposed to materially false information about AHT's financial performance, product quality, and leadership. The reputational harm caused by such false information is inherently irreparable because it is impossible to identify and correct every impression formed by every person who encounters the statements.
• Loss of confidential competitive information. Farris has disclosed — and continues to have in his possession — AHT's most sensitive confidential and proprietary information, including client-specific pricing, financial metrics, and strategic plans. This information is now in the hands of Meridian Healthworks, a direct competitor. The competitive advantage lost through the disclosure of confidential information is, by its very nature, impossible to recapture. See Alexander & Alexander, 21 Mass. App. Ct. at 498.
• Loss of key personnel. The departure of Renata Solis and Jerome Ashworth has depleted AHT's sales leadership team and, upon information and belief, further solicitation of AHT employees by Farris is ongoing. The loss of experienced employees — particularly those with deep client relationships — causes harm that is not fully remediable by money damages.
Massachusetts courts have consistently held that reputational harm, loss of client relationships, and the disclosure of confidential information are inherently irreparable forms of injury. See Kroeger, 13 Mass. App. Ct. at 322; Corporate Techs., Inc. v. Harnett, 731 F.3d 6, 10–11 (1st Cir. 2013) (applying Massachusetts law). The ongoing nature of the harm — with Farris's posts still live, his podcast episodes still streaming, and his solicitation campaign still active — underscores the urgent need for injunctive relief.
C. Balance of Hardships
The balance of hardships decidedly favors AHT. On one side of the balance is AHT, which faces tens of millions of dollars in losses, the erosion of its client base, the destruction of its reputation in a specialized and trust-dependent market, and the continuing hemorrhage of confidential competitive information to a direct rival. On the other side of the balance is Farris, who voluntarily accepted over one million dollars in separation consideration in exchange for the very obligations he now refuses to honor.
The hardship to Farris from the entry of the requested injunction is minimal. The injunction does not prevent Farris from working at Meridian Healthworks or from earning a livelihood in any capacity. It does not impose any geographic restriction on Farris's employment. It merely requires him to comply with the specific, bargained-for restrictions that he voluntarily assumed: to stop disparaging AHT with false statements, to stop disclosing AHT's confidential information, to stop soliciting AHT's clients, and to stop soliciting AHT's employees. These are obligations that Farris was paid over one million dollars to accept. Holding Farris to those obligations imposes no cognizable hardship.
AHT, by contrast, faces harm that is both severe and, in significant respects, permanent. Client relationships lost to Meridian Healthworks cannot be easily reclaimed. Confidential information, once disclosed, cannot be made secret again. Reputational damage, once inflicted in a specialized market, takes years to repair — if it can be repaired at all.
D. Public Interest
The public interest strongly supports the entry of injunctive relief in this case. The enforcement of lawful separation agreements serves the vital public interest in the sanctity of contracts — the cornerstone of commercial activity. Permitting a former executive to accept over one million dollars in exchange for restrictive covenants and then to violate those covenants with impunity would send a corrosive signal to the business community that such agreements are not worth the paper on which they are written.
The public interest is also served by the protection of healthcare data integrity and the integrity of the healthcare IT market. Farris's false statements about AHT's clinical data quality, financial performance, and product reliability have the potential to confuse and mislead healthcare organizations that rely on accurate information to make technology procurement decisions affecting patient care. Enjoining the continued dissemination of demonstrably false information about a healthcare technology company serves the public interest in an informed and trustworthy marketplace.
VI. SUPPORTING MATERIALS
This Motion is supported by and should be considered together with the following documents and submissions, each of which has been filed simultaneously herewith:
1. Memorandum of Law in Support of Plaintiff's Motion for Temporary Restraining Order and Preliminary Injunction, setting forth the full legal argument in support of this motion;
2. Affidavit of Dr. Annika Johansson, Chief Executive Officer of Arbor Health Technologies Inc., with exhibits, attesting to the nature of AHT's business, the harm caused by Farris's conduct, the decline in pipeline conversion, the loss of client relationships, the departure of key employees, and the ongoing and irreparable nature of the harm;
3. Affidavit of Marcus Tremblay, General Counsel of Arbor Health Technologies Inc., with exhibits, including:
• Exhibit A: A true and correct copy of the Separation Agreement and General Release dated August 9, 2024;
• Exhibit B: Forensically preserved screenshots and transcripts of Defendant's social media posts on Westmark Health IT and X (formerly Fenmore Solutions), as preserved by Stonebridge Investigative Group LLC;
• Exhibit C: Forensically preserved audio recordings and transcripts of Defendant's podcast appearances on The Digital Health Download (January 15, 2025) and HealthTech Insider (March 4, 2025);
• Exhibit D: Copies of solicitation communications sent by Defendant to AHT clients, including the November 8, 2024 email to Dr. Nina Castellano of Lakeview Regional Health System and the November 14, 2024 Westmark Health IT messages to William Okafor of Northbridge Community Health Network;
• Exhibit E: Text message evidence of Defendant's solicitation of Renata Solis and Jerome Ashworth;
• Exhibit F: Lakeview Regional Health System non-renewal letter dated October 28, 2025;
• Exhibit G: AHT's pre-suit demand letter dated September 15, 2025;
• Exhibit H: Response letter from Constance A. Whitfield of Whitfield, Boone & Calloway LLP dated October 3, 2025;
• Exhibit I: Declaration of Karen Velasco of Stonebridge Investigative Group LLC regarding evidence preservation;
4. Verified Complaint, filed simultaneously herewith; and
5. Proposed Temporary Restraining Order, submitted for the Court's consideration and entry.
VII. REQUEST FOR EXPEDITED HEARING
AHT respectfully requests that, in the event the Court enters the temporary restraining order sought herein, it schedule a hearing on the motion for preliminary injunction within ten (10) business days of the entry of the temporary restraining order, or at the earliest date convenient to the Court. This request is made in light of the ongoing and escalating nature of the harm, the fact that Farris's disparaging posts and podcast appearances remain publicly accessible, and the likelihood that Farris will continue to solicit AHT's clients and employees absent a court order. The ten-day duration of a temporary restraining order under Mass. R. Civ. P. 65(b) necessitates prompt scheduling of a preliminary injunction hearing to ensure that AHT is not left without protection during any gap between the expiration of the temporary restraining order and the entry of a preliminary injunction. AHT is prepared to proceed to a hearing on an expedited basis and will accommodate any schedule set by the Court.
VIII. CONCLUSION AND PRAYER FOR RELIEF
For the foregoing reasons, and as more fully set forth in the accompanying Memorandum of Law in Support of Plaintiff's Motion for Temporary Restraining Order and Preliminary Injunction, Plaintiff Arbor Health Technologies Inc. respectfully requests that this Honorable Court:
1. Enter a Temporary Restraining Order in the form of the Proposed Order submitted herewith, effective immediately upon entry, directing Defendant Desmond R. Farris to cease and desist from all disparagement, disclosure of confidential information, solicitation of clients, and solicitation of employees in violation of the Separation Agreement, and to remove or cause to be removed all publicly accessible disparaging and confidential posts and to request the removal or retraction of podcast statements, all within forty-eight (48) hours of entry;
2. Schedule a hearing on Plaintiff's Motion for Preliminary Injunction within ten (10) business days of the entry of the Temporary Restraining Order, or at the earliest date convenient to the Court;
3. Following such hearing, enter a Preliminary Injunction imposing the prohibitions set forth in Section II.B of this Motion, to remain in effect through the duration of the applicable restricted periods under the Separation Agreement or until final judgment in this action, whichever is later; and
4. Grant such other and further relief as this Court deems just and proper, including but not limited to costs and attorneys' fees incurred in connection with the prosecution of this motion, as provided under Section 16 of the Separation Agreement.
Respectfully submitted,
ARBOR HEALTH TECHNOLOGIES INC.,
By its attorneys,
CALDERWOOD & HARKNESS LLP
By: ________
Samuel Eklund (BBO No. 672841) Linda Osei (BBO No. 685293) Hannah Brinkley (BBO No. 701456) Patrick Gallagher (BBO No. 712087)
100 High Street, 26th Floor Boston, MA 02110 Telephone: (617) 555-4200 Facsimile: (617) 555-4201
Email: seklund@calderwoodharkness.com
Email: losei@calderwoodharkness.com
Email: hbrinkley@calderwoodharkness.com
Email: pgallagher@calderwoodharkness.com
Dated: November 21, 2025
CERTIFICATE OF SERVICE
I, Samuel Eklund, hereby certify that on November 21, 2025, a true and correct copy of the foregoing Plaintiff Arbor Health Technologies Inc.'s Motion for Temporary Restraining Order and Preliminary Injunction, together with all accompanying exhibits and supporting papers, including the Memorandum of Law in Support, the Affidavit of Dr. Annika Johansson with exhibits, the Affidavit of Marcus Tremblay with exhibits, the Verified Complaint, and the Proposed Temporary Restraining Order, was served upon counsel for Defendant by hand delivery and simultaneous electronic mail to:
Constance A. Whitfield, Esq. Jared Norcross, Esq. Whitfield, Boone & Calloway LLP 200 Ashbury Asset Advisors, Suite 3100 Boston, MA 02109 Telephone: (617) 555-7800
Email: cwhitfield@wbclaw.com
Email: jnorcross@wbclaw.com
________________________________________
Samuel Eklund (BBO No. 672841) CALDERWOOD & HARKNESS LLP
Damage Category | Amount
Multi-year contract value lost (Northbridge + Lakeview) | $17,700,000
Pipeline conversion loss | $8,200,000
Reputational remediation costs | $340,000
Liquidated damages under § 10(d) | $250,000
Clawback of separation consideration under §§ 10(a)-(b) | $1,016,866
Total | $27,506,866