COMMONWEALTH OF MASSACHUSETTS
SUPERIOR COURT DEPARTMENT
SUFFOLK COUNTY
VERIFIED COMPLAINT AND DEMAND FOR JURY TRIAL
Filed: November 21, 2025
INTRODUCTORY STATEMENT
Plaintiff Arbor Health Technologies Inc. ("AHT" or the "Company"), by and through its undersigned attorneys, Calderwood & Harkness LLP, brings this Verified Complaint against Defendant Desmond Reese Farris ("Farris" or "Defendant") and, in support thereof, respectfully states as follows:
AHT brings this action against its former Chief Revenue Officer, Desmond R. Farris, for systematic and ongoing breaches of the non-disparagement, confidentiality, non-solicitation of clients, and non-solicitation of employees provisions of the parties' Separation Agreement and General Release dated August 9, 2024 (the "Separation Agreement"), which became effective on August 30, 2024. Since his departure from AHT, Farris has engaged in a calculated campaign to damage AHT's business reputation, misappropriate its confidential and proprietary information, and divert its clients and employees to a direct competitor — all in flagrant violation of contractual obligations for which he received more than one million dollars in separation consideration.
Specifically, following his departure, Farris made a series of defamatory public statements on social media platforms — including Westmark Health IT and X (formerly Fenmore Solutions) — and on industry podcasts with tens of thousands of listeners. In these statements, Farris disclosed proprietary and confidential financial metrics of AHT, many of which he materially falsified to maximize the reputational damage to the Company. In addition, Farris actively solicited at least four key AHT enterprise clients and recruited two senior AHT employees on behalf of his new employer, Meridian Healthworks, Inc. ("Meridian" or "Meridian Healthworks"), a direct competitor of AHT in the healthcare SaaS and population health analytics market.
Farris's conduct has caused and continues to cause AHT measurable revenue losses, reputational harm, and competitive injury. The Company's total damages, inclusive of confirmed and probable lost client revenue, pipeline conversion losses, reputational remediation costs, contractual liquidated damages, and clawback of separation consideration, total in excess of $27 million.
By this Verified Complaint, AHT seeks injunctive relief (including a temporary restraining order, preliminary injunction, and permanent injunction), contractual liquidated damages, clawback of all separation consideration, actual and consequential damages, damages under the Massachusetts Trade Secrets Act, attorneys' fees, and costs.
I. THE PARTIES
A. Plaintiff Arbor Health Technologies Inc.
1. Plaintiff Arbor Health Technologies Inc. is a corporation duly organized and existing under the laws of the State of Delaware, qualified to do business and currently doing business in the Commonwealth of Massachusetts, with its principal place of business located at 230 Federal Street, Suite 1400, Boston, Massachusetts 02110.
2. AHT's registered agent in the State of Delaware is National Registered Agents Inc., located at 160 Greentree Drive, Suite 101, Dover, Delaware 19904. AHT's Employer Identification Number is 84-3291057.
3. AHT is a healthcare services and software-as-a-service ("SaaS") company that develops and provides a proprietary platform for population health management and value-based care analytics. AHT's platform enables health systems, medical groups, and community health networks to manage patient populations, optimize clinical outcomes, and transition from fee-for-service to value-based care reimbursement models. AHT was founded in 2016 and, as of fiscal year ("FY") 2024, has approximately 620 employees and annual recurring revenue ("ARR") of approximately $187.4 million.
4. AHT's Chief Executive Officer is Dr. Annika Johansson, who has served in that role since March 2019. AHT's General Counsel is Marcus Tremblay, who has served in that role since January 2020. AHT's Chief Financial Officer is Elaine Matsuda, who has served in that role since August 2021.
5. Since June 2021, a majority equity stake in AHT has been held by Ridgeline Capital Partners, LP, a Delaware limited partnership with offices at 600 Lexington Avenue, 28th Floor, New York, New York 10022. Ridgeline Capital Partners is a growth-focused private equity firm specializing in healthcare technology and services. Ridgeline Capital Partners' Managing Partner, Vikram Deshpande, serves as Chair of the AHT Board of Directors. The Ridgeline acquisition valued AHT at an enterprise value of approximately $415 million, reflecting the substantial value of AHT's customer relationships, proprietary technology platform, intellectual property, and market position.
B. Defendant Desmond R. Farris
6. Defendant Desmond Reese Farris is a natural person residing at 47 Briarcliff Lane, Wellesley, Massachusetts 02481.
7. Farris was employed by AHT as Chief Revenue Officer ("CRO") from September 8, 2020 through August 9, 2024, a period of approximately three years and eleven months. As CRO, Farris was the most senior sales and revenue executive at AHT and a member of the Company's executive leadership team.
8. Since on or about October 21, 2024 — less than two months after the Effective Date of the Separation Agreement — Farris has been employed as Senior Vice President, Commercial Strategy, by Meridian Healthworks, Inc., a direct competitor of AHT in the healthcare IT and population health analytics market. Meridian Healthworks is headquartered at 1 Kendall Square, Building 200, Suite 600, Cambridge, Massachusetts 02139.
9. Upon information and belief, Farris is currently represented in connection with the matters described in this Complaint by Constance A. Whitfield of Whitfield, Boone & Calloway LLP, located at 200 Ashbury Asset Advisors, Suite 3100, Boston, Massachusetts 02109.
II. JURISDICTION AND VENUE
10. This Court has subject matter jurisdiction over this action pursuant to M.G.L. c. 212, § 3. The amount in controversy exceeds $25,000, exclusive of interest and costs. This action involves claims for breach of contract, violation of the Massachusetts Trade Secrets Act, tortious interference with business relations, and defamation/business disparagement, each of which is properly within the jurisdiction of this Court.
11. Venue is proper in Suffolk County pursuant to Section 15 of the Separation Agreement and General Release dated August 9, 2024, which provides in relevant part that "any disputes arising under or in connection with this Agreement shall be brought exclusively in the Superior Court of the Commonwealth of Massachusetts sitting in Suffolk County." Both AHT and Farris voluntarily agreed to this forum selection clause as part of the Separation Agreement.
12. The Separation Agreement is governed by the substantive laws of the Commonwealth of Massachusetts, without regard to conflict-of-laws principles, pursuant to Section 14 thereof.
13. This Court has personal jurisdiction over the Defendant. Farris is a resident of the Commonwealth of Massachusetts, resides in Wellesley, Massachusetts, committed the tortious and contractual acts complained of herein in the Commonwealth of Massachusetts and elsewhere, and expressly consented to the personal jurisdiction of this Court in the Separation Agreement.
III. FACTUAL ALLEGATIONS
A. AHT's Business and Confidential Information
14. AHT operates a leading healthcare SaaS platform for population health management and value-based care analytics. The AHT platform provides health systems, medical groups, and community health networks across the United States with data integration, risk stratification, care management, and quality reporting tools designed to support the transition from fee-for-service to value-based care reimbursement models. AHT's client base includes some of the nation's largest health systems and most prominent community health networks.
15. AHT's FY 2024 annual recurring revenue was $187.4 million, as audited by its independent auditors, Clearwater Audit Partners LLP. This figure represents the aggregate annualized value of AHT's subscription-based SaaS contracts with its clients and is a key measure of the Company's financial performance and enterprise value.
16. AHT's FY 2024 gross margin was 68.7%, as reflected in audited financial statements prepared and reviewed by Clearwater Audit Partners LLP. This gross margin is consistent with industry-leading performance among healthcare SaaS companies and reflects the strength and scalability of AHT's proprietary platform.
17. AHT's FY 2024 gross logo churn rate — measuring the percentage of customers who did not renew their contracts during the fiscal year — was 8.2%, as computed by AHT's finance team using internal customer records and independently verified by Clearwater Audit Partners LLP in connection with its annual audit engagement. This churn rate is at or below the industry median for healthcare SaaS companies and reflects the stickiness of AHT's platform and the strength of its customer relationships.
18. AHT develops, maintains, and guards as confidential and proprietary a substantial body of information critical to its competitive position, including but not limited to: its client lists and client relationship details; client-specific pricing terms, annual contract values, and renewal dates; financial results, including revenue, gross margins, and churn data; Net Promoter Score ("NPS") data; product roadmaps and technology development plans; strategic plans for customer retention, expansion, and upselling; competitive intelligence and positioning strategies; sales pipeline data and conversion metrics; and employee compensation and performance data. This information constitutes "Confidential Information" as that term is defined in the Separation Agreement and, in many instances, constitutes trade secrets under the laws of the Commonwealth of Massachusetts.
19. In June 2021, Ridgeline Capital Partners, LP acquired a majority equity stake in AHT at an enterprise value of approximately $415 million, reflecting the substantial value of AHT's customer relationships, proprietary platform technology, intellectual property portfolio, and market position. The protection of AHT's Confidential Information and trade secrets was a material consideration in the Ridgeline Capital Partners investment and remains essential to the preservation of AHT's enterprise value.
B. Farris's Employment and Access to Confidential Information
20. AHT hired Farris as Chief Revenue Officer on September 8, 2020. In this capacity, Farris was the most senior sales and revenue executive at AHT and reported directly to CEO Dr. Annika Johansson. As CRO, Farris was responsible for overseeing all revenue-generating activities, including new business development, enterprise sales, account management, customer retention, and commercial strategy. Farris was a member of AHT's executive leadership team and regularly participated in board meetings and strategic planning sessions.
21. In his role as CRO, Farris had broad and virtually unrestricted access to AHT's most sensitive and proprietary Confidential Information, including without limitation:
(a) the identity, contact information, and contracting history of every AHT client, including key decision-makers at each account;
(b) client-specific pricing terms, annual contract values ("ACV"), renewal dates, and the terms of individual customer agreements;
(c) AHT's internal financial metrics, including revenue, gross margins, net margins, churn rates (both gross logo churn and net revenue retention), NPS scores, pipeline conversion data, and sales forecasts;
(d) AHT's product roadmaps, technology development strategy, and planned feature releases; and
(e) AHT's strategic plans for customer retention, account expansion and upselling, competitive positioning, and market development.
22. As of the date of his separation from AHT, Farris's final annual base salary was $385,000. In addition to his base salary, Farris was eligible for performance-based incentive compensation and had been granted equity in the form of stock options, as described further below.
23. During his tenure as CRO, Farris directly managed a sales organization of approximately 35 employees. Two AHT senior sales directors — Renata Solis and Jerome Ashworth — reported directly to Farris and served as his principal deputies in managing AHT's enterprise client relationships and revenue operations.
C. The Separation Agreement and General Release
24. Farris's employment with AHT ended on August 9, 2024. On that date, AHT and Farris executed a Separation Agreement and General Release (hereinafter referred to as the "Separation Agreement" or the "Agreement"). A true and correct copy of the Separation Agreement is attached hereto as Exhibit A and is incorporated herein by reference.
25. In accordance with the requirements of the Older Workers Benefit Protection Act ("OWBPA"), 29 U.S.C. § 626(f), and the Age Discrimination in Employment Act ("ADEA"), 29 U.S.C. § 621 et seq., the Separation Agreement provided Farris with a twenty-one (21) day period in which to consider the Agreement before signing. Farris executed the Agreement on August 26, 2024, within the consideration period. The Agreement further provided Farris with a seven (7) day revocation period following his execution. The revocation period expired without revocation on September 2, 2024; however, the parties agreed that the "Effective Date" of the Agreement would be August 30, 2024, which is the date used throughout this Complaint.
Separation Consideration.
26. In exchange for Farris's execution of the Agreement and his ongoing compliance with all of its terms, including the restrictive covenants described below, AHT provided Farris with the following separation consideration, which was in addition to any earned wages, accrued vacation, and other amounts to which Farris was otherwise entitled:
(a) Separation Payment: A lump-sum separation payment of Five Hundred Seventy-Seven Thousand Five Hundred Dollars ($577,500), representing eighteen (18) months of Farris's base salary at his final rate of $385,000 per annum, payable pursuant to Section 3(a) of the Agreement;
(b) COBRA Health Insurance Subsidy: A monthly subsidy of Two Thousand One Hundred Eighty-Seven Dollars ($2,187) toward the cost of Farris's COBRA continuation coverage for a period of eighteen (18) months following the Effective Date, totaling Thirty-Nine Thousand Three Hundred Sixty-Six Dollars ($39,366), payable pursuant to Section 3(b) of the Agreement; and
(c) Accelerated Vesting of Stock Options: Accelerated vesting of sixty-two thousand five hundred (62,500) unvested stock options with a strike price of $4.80 per share. At the time of separation, AHT's most recent Section 409A valuation established a fair market value of $11.20 per share, yielding an estimated spread of ($11.20 − $4.80) × 62,500 = $400,000. These options were accelerated pursuant to Section 3(c) of the Agreement.
27. The total separation consideration provided to Farris under the Separation Agreement was One Million Sixteen Thousand Eight Hundred Sixty-Six Dollars ($1,016,866), calculated as follows: $577,500 (separation payment) + $39,366 (COBRA subsidy) + $400,000 (estimated value of accelerated stock options) = $1,016,866. This consideration was substantial, representing approximately 2.64 times Farris's final annual base salary, and was provided expressly in exchange for Farris's commitments under the Agreement, including the restrictive covenants at issue in this litigation.
Non-Disparagement (§ 6).
28. Section 6 of the Separation Agreement provides, in relevant part, that Farris "shall not make any written or oral statement that disparages, defames, or casts in a negative light" AHT, its products, services, officers, directors, employees, or investors. The non-disparagement obligation is mutual; however, AHT's reciprocal obligation is expressly limited to official corporate communications and statements by officers at the Vice President level or above. The non-disparagement provision has no temporal limitation and survives indefinitely following the Effective Date.
Confidentiality (§ 7).
29. Section 7 of the Separation Agreement provides that Farris shall maintain in strict confidence all "Confidential Information" (as defined therein), and shall not directly or indirectly disclose, publish, or otherwise disseminate any such Confidential Information to any person, firm, corporation, or other entity. "Confidential Information" is broadly defined in Section 7 to include, without limitation, client lists, client-specific pricing, financial results (including revenue, margins, and churn data), product roadmaps, technology strategy, strategic plans, pipeline data, and any other information that is not generally available to the public and that derives economic value from its confidential nature. The confidentiality obligation continues for a period of five (5) years following the Effective Date — that is, through August 30, 2029.
Non-Solicitation of Clients (§ 8).
30. Section 8 of the Separation Agreement provides that for a period of twenty-four (24) months following the Effective Date (i.e., through August 30, 2026), Farris shall not, directly or indirectly, "solicit, divert, or service" any "Client" of AHT. The term "Client" is defined in Section 8 to include any person or entity that (i) was a customer of AHT at any time during the twelve (12) months preceding the Effective Date, or (ii) was an active prospective customer in AHT's sales pipeline as of the Effective Date. This restriction applies regardless of whether the solicitation is made on Farris's own behalf or on behalf of any other person or entity.
Non-Solicitation of Employees (§ 9).
31. Section 9 of the Separation Agreement provides that for the same twenty-four (24) month restricted period following the Effective Date (i.e., through August 30, 2026), Farris shall not, directly or indirectly, "recruit, solicit, or hire any AHT employee or encourage any employee to leave AHT." This provision applies to all employees of AHT, regardless of whether such employees reported to Farris during his tenure.
Clawback, Injunctive Relief, and Liquidated Damages (§ 10).
32. Section 10 of the Separation Agreement provides that upon any material breach by Farris of the restrictive covenants set forth in Sections 6 through 9, the following remedies shall be available to AHT:
(a) AHT is entitled to the immediate cessation of any remaining separation payments or benefits not yet disbursed;
(b) Farris shall be obligated to return all separation consideration previously paid to him, including the separation payment, COBRA subsidies, and any value realized from the exercise of accelerated stock options;
(c) AHT shall be entitled to injunctive relief, including temporary, preliminary, and permanent injunctive relief, without the requirement of posting a bond or other security, it being acknowledged by Farris that any breach of the restrictive covenants would cause irreparable harm to AHT not adequately compensable by money damages alone; and
(d) In addition to equitable relief, Farris acknowledged and agreed that any breach of Sections 6 or 7 (non-disparagement and confidentiality) shall entitle AHT to liquidated damages in the amount of Two Hundred Fifty Thousand Dollars ($250,000), plus actual damages to the extent they exceed that amount. The parties agreed that such liquidated damages represent a reasonable estimate of the damages likely to be sustained by AHT and are not intended as a penalty.
Prevailing Party Attorneys' Fees (§ 16).
33. Section 16 of the Separation Agreement provides that the prevailing party in any action to enforce the terms of the Agreement shall be entitled to recover its reasonable attorneys' fees and litigation costs from the non-prevailing party.
D. Farris's Post-Separation Breach: Social Media Disparagement and Disclosure of Confidential Information
Beginning in November 2024 and continuing through at least March 2025, Farris engaged in a deliberate and sustained campaign of public disparagement of AHT and disclosure of AHT's Confidential Information through posts on social media platforms and appearances on industry podcasts with substantial audiences. The following paragraphs describe this conduct in detail.
November 3, 2024 — First Westmark Health IT Post.
34. On November 3, 2024, Farris posted publicly on Westmark Health IT, a professional social networking platform, where he maintained a profile with approximately 12,400 followers, many of whom are healthcare industry executives, including current and prospective AHT clients. The post stated, in pertinent part: "I spent four years at a company that treated its customers like ATMs and its employees like disposable parts. The culture at [AHT] is rotten from the top. If you're evaluating their platform, ask hard questions about data accuracy and uptime — you won't like the answers." A true and correct copy of a forensic screenshot of this post, preserved by Stonebridge Investigative Group LLC, is attached hereto as part of Exhibit B.
35. This post identified AHT by name (or by a thinly veiled reference readily understood by Farris's Westmark Health IT audience to refer to AHT), was published to Farris's professional network of healthcare industry participants — many of whom are AHT's current customers, prospective customers, partners, and competitors — and constituted a written statement that disparaged, defamed, and cast in a negative light AHT, its products, its services, and its corporate culture, in direct and material breach of Section 6 of the Separation Agreement.
November 18, 2024 — Second Westmark Health IT Post.
36. On November 18, 2024, Farris posted publicly on Westmark Health IT a second disparaging statement concerning AHT. The post stated, in pertinent part: "When a PE firm runs a healthcare company, patients are just revenue units. I watched Arbor Health inflate its NPS scores to close deals. The board doesn't care — only EBITDA matters." A true and correct copy of a forensic screenshot of this post, preserved by Stonebridge Investigative Group LLC, is attached hereto as part of Exhibit B.
37. This post expressly named "Arbor Health," disparaged AHT's leadership, its board of directors, and its private equity sponsor Ridgeline Capital Partners, LP, and contained the false and defamatory factual assertion that AHT "inflate[d] its NPS scores to close deals." This statement, if true, would suggest that AHT engaged in fraud in the course of its sales process — a grave accusation with no basis in fact. AHT's NPS scores are calculated through a standardized, third-party administered survey process, and no evidence exists that any NPS scores were ever inflated or manipulated.
December 12, 2024 — X (Formerly Fenmore Solutions) Post.
38. On December 12, 2024, Farris posted on X (formerly known as Fenmore Solutions) the following statement: "Arbor Health's churn rate is 14% and climbing. Their 'best-in-class retention' pitch is pure fiction. I have the receipts." A true and correct copy of a forensic screenshot of this post, preserved by Stonebridge Investigative Group LLC, is attached hereto as Exhibit C.
39. This post was materially false. AHT's actual FY 2024 gross logo churn rate was 8.2%, as verified by AHT's independent auditors, Clearwater Audit Partners LLP. The figure of "14%" cited by Farris overstated AHT's actual churn rate by approximately 71% (5.8 percentage points on an 8.2% base). This grossly inflated figure, published by a former CRO who had direct knowledge of AHT's true churn metrics, was calculated to mislead AHT's clients, prospective clients, and the broader healthcare technology market and to damage AHT's competitive position.
40. This post simultaneously violated two provisions of the Separation Agreement. First, by disclosing information relating to AHT's churn rate — even in a materially falsified form — Farris disclosed Confidential Information in violation of Section 7. Second, by characterizing AHT's retention performance as "pure fiction" and publishing a grossly inflated churn figure, Farris made a disparaging and defamatory statement in violation of Section 6.
February 3, 2025 — Westmark Health IT Post Disclosing Client Pricing.
41. On February 3, 2025, Farris posted publicly on Westmark Health IT: "One of Arbor's top-5 health system clients pays $4.3M/yr and is about to walk. Management knows and is hiding it from investors." A true and correct copy of a forensic screenshot of this post, preserved by Stonebridge Investigative Group LLC, is attached hereto as part of Exhibit B.
42. This post disclosed confidential client-specific pricing information — specifically, the approximate annual contract value of AHT's contract with Lakeview Regional Health System, which was approximately $4.3 million per year. Client-specific pricing and ACV data are among AHT's most closely guarded categories of Confidential Information, as they provide competitors with direct insight into AHT's pricing strategy and the value of its customer relationships. The disclosure of this information constituted a direct and material violation of Section 7 of the Separation Agreement.
43. This post also constituted disparagement in violation of Section 6 of the Separation Agreement by falsely implying that AHT's management was concealing material information from the Company's investors and by suggesting that a major client relationship was in jeopardy due to AHT's failures. The suggestion that management was "hiding" client attrition risk from investors, if true, would constitute a serious governance failure and potential breach of fiduciary duty — an accusation that Farris made without basis in fact and with the evident intent to cause maximum reputational harm.
E. Farris's Post-Separation Breach: Podcast Appearances
In addition to his social media posts, Farris amplified his disparaging and confidential disclosures through appearances on two widely followed healthcare industry podcasts, reaching audiences numbering in the tens of thousands.
January 15, 2025 — *The Digital Health Download* Podcast.
44. On January 15, 2025, Farris appeared as a featured guest on The Digital Health Download, a healthcare technology industry podcast with an estimated audience of approximately 28,000 monthly listeners. During the recorded interview, which was subsequently published and made available for streaming and download, Farris made statements including the following: "Arbor Health's platform has serious clinical data integrity issues that they've papered over. I raised this internally and was told to shut up." Farris further characterized AHT's leadership as "financially motivated to suppress quality concerns." A true and correct transcript of this podcast episode is attached hereto as Exhibit D.
45. These statements disparaged AHT, its products, and its officers in violation of Section 6 of the Separation Agreement. The assertion that AHT's platform has "serious clinical data integrity issues" and that leadership was "financially motivated to suppress quality concerns" impugns the safety and reliability of a healthcare technology platform used by health systems serving millions of patients. Furthermore, Farris's disclosure of the substance of internal AHT discussions — including his claim that he "raised this internally and was told to shut up" — disclosed information concerning internal company deliberations and communications that constitutes Confidential Information protected under Section 7 of the Separation Agreement.
March 4, 2025 — *HealthTech Insider* Podcast.
46. On March 4, 2025, Farris appeared as a featured guest on HealthTech Insider, a healthcare technology industry podcast with an estimated audience of approximately 41,000 monthly listeners. During the recorded interview, Farris stated that AHT's gross margin was "barely 55%" and declining, called AHT's product "legacy tech with a SaaS wrapper," and described AHT CEO Dr. Annika Johansson's leadership as "delusional." A true and correct transcript of this podcast episode is attached hereto as Exhibit E.
47. Farris's statement that AHT's gross margin was "barely 55%" was materially false. AHT's actual FY 2024 gross margin was 68.7%, as reflected in audited financial statements prepared by Clearwater Audit Partners LLP. Farris understated AHT's gross margin by nearly 14 percentage points (13.7 points), a discrepancy so large that it cannot be attributed to error or imprecise recollection. A gross margin of "barely 55%" would place AHT significantly below the median for healthcare SaaS companies and would materially misrepresent the Company's profitability and the scalability of its business model. As former CRO, Farris had direct knowledge of AHT's actual financial performance and knew or should have known that his stated figure was false.
48. These statements disclosed confidential financial information — specifically, gross margin data (albeit materially understated) — in violation of Section 7 of the Separation Agreement. They also constituted disparagement of AHT, its product, and its CEO in violation of Section 6, and constitute actionable defamation and business disparagement under Massachusetts law.
F. Farris's Post-Separation Breach: Solicitation of AHT Clients
49. After commencing employment with Meridian Healthworks, Inc. on or about October 21, 2024, Farris personally and directly solicited at least four AHT enterprise clients on behalf of Meridian, in direct and material violation of Section 8 of the Separation Agreement. In each instance, Farris leveraged knowledge of AHT's client relationships, contract terms, and renewal timelines that he had obtained during his tenure as AHT's CRO — all of which constitutes Confidential Information. The specific acts of solicitation are described below.
Lakeview Regional Health System.
50. On or about November 8, 2024, Farris sent an email to Dr. Nina Castellano, Vice President of Population Health at Lakeview Regional Health System, based in Cleveland, Ohio, offering what Farris described as a "competitive transition package" at Meridian Healthworks. In his email, Farris referenced AHT's platform by name, suggested that Lakeview would benefit from switching to Meridian's competing platform, and indicated that he could facilitate a "seamless" transition of Lakeview's population health analytics operations. AHT's annual contract value with Lakeview was approximately $4.3 million per year, making it one of AHT's largest and most strategically important client relationships. Lakeview's contract renewal date with AHT was April 1, 2025. A true and correct copy of the November 8, 2024 email is attached hereto as Exhibit F.
51. On October 28, 2025, Lakeview Regional Health System formally notified AHT of its intent not to renew its contract with AHT upon the expiration of the current term. A true and correct copy of the non-renewal letter is attached hereto as Exhibit H. Upon information and belief, Lakeview's decision not to renew was caused in substantial part by Farris's direct solicitation.
Northbridge Community Health Network.
52. On or about November 14, 2024, Farris sent a series of Westmark Health IT direct messages to William Okafor, Chief Technology Officer of Northbridge Community Health Network, based in Portland, Maine, soliciting Northbridge's business for Meridian Healthworks. In these messages, Farris described Meridian's product capabilities, offered to arrange a product demonstration, and disparaged AHT's platform as "not keeping pace with the market." AHT's annual contract value with Northbridge was approximately $1.6 million per year. Northbridge's contract renewal date with AHT was March 1, 2025. True and correct copies of these Westmark Health IT messages are attached hereto as Exhibit G.
53. On March 1, 2025, Northbridge Community Health Network declined to renew its contract with AHT. On March 15, 2025, Northbridge executed a contract with Meridian Healthworks, Inc. for population health management services, confirming that Farris's solicitation directly caused the loss of this client. A true and correct copy of the confirmation of Northbridge's signing with Meridian is attached hereto as Exhibit I.
Prairieland Medical Group, P.C.
54. On or about December 2, 2024, Farris placed a telephone call to Thomas Rourke, Chief Executive Officer of Prairieland Medical Group, P.C., based in Omaha, Nebraska, to solicit Prairieland's business for Meridian Healthworks. During the call, upon information and belief, Farris discussed Meridian's product offerings and disparaged AHT's platform and service levels. AHT's annual contract value with Prairieland was approximately $2.1 million per year. Prairieland's contract renewal date with AHT is July 1, 2025. Prairieland has been an AHT client since 2019 and was one of the first enterprise customers deployed on AHT's platform.
Summit Atlantic Health Partners, LLC.
55. On or about January 22, 2025, Farris met in person with Angela Firth, Chief Operating Officer of Summit Atlantic Health Partners, LLC, based in Richmond, Virginia, at a healthcare industry conference held in Boston, Massachusetts. During this meeting, Farris solicited Summit Atlantic's business for Meridian Healthworks, discussed Meridian's platform capabilities, and encouraged Summit Atlantic to consider transitioning from AHT to Meridian. AHT's annual contract value with Summit Atlantic was approximately $3.7 million per year. Summit Atlantic's contract renewal date with AHT is September 1, 2025.
Summary of At-Risk and Lost Revenue.
56. The total annual contract value at risk from Farris's direct solicitation of these four AHT enterprise clients is $11.7 million per year, calculated as follows: $4.3 million (Lakeview Regional Health System) + $1.6 million (Northbridge Community Health Network) + $2.1 million (Prairieland Medical Group, P.C.) + $3.7 million (Summit Atlantic Health Partners, LLC) = $11.7 million.
57. As of the date of this filing, confirmed and probable lost annual contract value attributable to Farris's solicitation is $5.9 million per year, consisting of $1.6 million from Northbridge Community Health Network (contract lost to Meridian Healthworks, confirmed March 15, 2025) and $4.3 million from Lakeview Regional Health System (non-renewal notice issued October 28, 2025). Based on an average remaining contract term of three (3) years and accounting for the multi-year nature of enterprise SaaS relationships in the healthcare vertical, the multi-year contract value loss attributable to these confirmed and probable losses is approximately $17.7 million.
G. Farris's Post-Separation Breach: Solicitation of AHT Employees
58. Two senior AHT sales directors — Renata Solis and Jerome Ashworth — who had reported directly to Farris during his tenure as AHT's CRO and who were among AHT's most experienced and productive revenue team members, resigned from AHT on February 10, 2025 and February 24, 2025, respectively. Both Solis and Ashworth subsequently accepted employment with Meridian Healthworks, Inc., joining the commercial team that Farris manages in his capacity as SVP, Commercial Strategy.
59. AHT possesses text message evidence demonstrating that Farris contacted both Renata Solis and Jerome Ashworth prior to their respective resignations from AHT, soliciting them to leave AHT and join Meridian Healthworks. These communications took place during the twenty-four (24) month restricted period under the Separation Agreement and constitute direct and material violations of Section 9 of the Agreement, which prohibits Farris from recruiting, soliciting, or hiring any AHT employee or encouraging any employee to leave AHT through August 30, 2026. The loss of these two experienced sales executives has disrupted AHT's client relationships and sales operations, requiring the Company to invest significant time and resources in recruiting replacements and stabilizing affected client accounts.
H. Damages to AHT
Farris's breaches of the Separation Agreement, misappropriation of trade secrets, tortious interference with business relations, and defamation have caused AHT to suffer substantial and quantifiable damages, as set forth below.
Reputational Harm and Pipeline Decline.
60. As a direct and proximate result of Farris's disparaging and defamatory statements — disseminated across Westmark Health IT, X, and two widely followed industry podcasts — AHT's sales pipeline conversion rate declined from 34% in the third quarter of FY 2024 (the pre-disparagement baseline) to 21% in the first quarter of FY 2025, representing a decline of 13 percentage points and a relative decrease of approximately 38% in pipeline conversion efficiency. This decline is temporally correlated with the commencement of Farris's public disparagement campaign in November 2024 and cannot be explained by market conditions, competitive dynamics, or changes to AHT's product or pricing.
61. During the period from the fourth quarter of FY 2024 through the second quarter of FY 2025, at least three prospective AHT clients who were in active sales negotiations cited "market concerns about Arbor's data quality" or similar language in their deal-loss feedback, directly echoing themes and specific allegations from Farris's public statements. These deal losses demonstrate a direct causal link between Farris's disparaging conduct and AHT's loss of prospective business.
62. Dr. Tobias Hargrove, CFA, of Hargrove Forensic Economics LLC, a qualified forensic economist retained by AHT, has conducted a preliminary analysis and estimated that the pipeline conversion loss attributable to Farris's conduct resulted in approximately $8.2 million in incremental lost deals during the period from Q4 2024 through Q2 2025. Dr. Hargrove's analysis controlled for other variables, including market trends, competitive factors, and seasonal patterns, and isolated the marginal impact of the reputational harm caused by Farris's statements. A full expert report will be prepared and disclosed in accordance with the Court's scheduling order.
Remediation Costs.
63. In response to the reputational damage caused by Farris's public statements, AHT has been required to undertake extensive remediation efforts, including retaining a crisis communications firm, conducting targeted customer outreach and reassurance campaigns, developing and disseminating corrective messaging, and commissioning a third-party audit of its NPS scoring methodology to rebut Farris's false claims. Through October 2025, AHT has incurred $340,000 in reputational remediation costs as a direct result of Farris's conduct, and anticipates incurring additional costs as the effects of Farris's statements continue to reverberate in the market.
Summary of Damages.
64. AHT's total damages from Farris's conduct, as currently estimated, are as follows:
AHT reserves the right to amend and supplement its damages calculations as additional information becomes available through discovery and expert analysis.
I. Pre-Suit Demand and Defendant's Response
65. On September 15, 2025, Marcus Tremblay, AHT's General Counsel, sent a pre-suit demand letter to Defendant Farris. The letter identified the specific breaches of the Separation Agreement described herein, demanded that Farris immediately cease and desist from all disparaging and confidential disclosures, remove all offending social media posts, cease all solicitation of AHT clients and employees, and comply with all terms of the Separation Agreement. The letter further demanded that Farris return all separation consideration received pursuant to the clawback provisions of Section 10. A true and correct copy of this demand letter is attached hereto as Exhibit J.
66. Following receipt of the demand letter, Farris retained the law firm of Whitfield, Boone & Calloway LLP as litigation counsel. On October 3, 2025, Constance A. Whitfield responded on Farris's behalf by letter to Marcus Tremblay. Ms. Whitfield's response denied all material allegations contained in the demand letter and asserted, among other things, that Farris's statements were protected by the First Amendment and reflected matters of legitimate public interest. The response did not acknowledge any obligation to comply with the Separation Agreement's restrictive covenants and did not offer to take any remedial action. A true and correct copy of Ms. Whitfield's response letter is attached hereto as Exhibit K.
67. As of the date of this filing, Farris has not ceased his breaching conduct. He has not removed the offending social media posts described herein from Westmark Health IT or X. He has not requested retraction or removal of his podcast statements from The Digital Health Download or HealthTech Insider. He has not ceased solicitation of AHT clients or employees. His ongoing employment at Meridian Healthworks, together with the continued public availability of his false and disparaging statements, continues to cause irreparable harm to AHT's business, reputation, and client relationships.
J. Evidence Preservation
68. On October 10, 2025, AHT retained Stonebridge Investigative Group LLC, a licensed digital forensics firm (Karen Velasco, Principal), to forensically preserve Farris's public social media posts on Westmark Health IT and X (formerly Fenmore Solutions), the audio recordings and published transcripts of his podcast appearances on The Digital Health Download and HealthTech Insider, and related digital evidence. Stonebridge Investigative Group has preserved this evidence using industry-standard forensic preservation protocols, including cryptographic hashing, and has prepared a chain-of-custody report documenting the integrity and authenticity of the preserved materials.
K. Farris's Current Employment at a Direct Competitor
69. Meridian Healthworks, Inc. is a corporation organized under the laws of the State of Delaware, with its principal place of business at 1 Kendall Square, Building 200, Suite 600, Cambridge, Massachusetts 02139. Meridian operates in the healthcare IT and population health analytics space, providing a competing SaaS platform for value-based care management, and is a direct competitor of AHT. Meridian's estimated FY 2024 annual recurring revenue is approximately $135 million. Its Chief Executive Officer is Russell Kwan. Meridian competes with AHT for the same client base of health systems, medical groups, and community health networks and employs substantially similar go-to-market strategies.
70. Farris commenced employment at Meridian Healthworks as Senior Vice President, Commercial Strategy on or about October 21, 2024 — less than two months after the Effective Date of the Separation Agreement. In this role, Farris is responsible for developing and executing Meridian's commercial growth strategy, and upon information and belief, he has used his position, his knowledge of AHT's Confidential Information, and his relationships with AHT's clients and employees to solicit AHT's business and personnel for Meridian's benefit, as described in detail above.
IV. CAUSES OF ACTION
COUNT I.
Breach of Contract — Non-Disparagement (Separation Agreement § 6)
71. AHT incorporates by reference all preceding paragraphs as though fully set forth herein.
72. The Separation Agreement dated August 9, 2024 (effective August 30, 2024) is a valid, binding, and enforceable contract between AHT and Farris, supported by adequate consideration in the form of $1,016,866 in separation consideration provided by AHT to Farris. Farris voluntarily executed the Separation Agreement after a twenty-one (21) day consideration period, with the benefit of independent legal counsel, and did not exercise his seven (7) day right of revocation.
73. Section 6 of the Separation Agreement imposes upon Farris a clear and unambiguous obligation not to make any written or oral statement that disparages, defames, or casts in a negative light AHT, its products, services, officers, directors, employees, or investors. Farris acknowledged this obligation by his execution of the Agreement and accepted substantial consideration in exchange for his compliance.
74. Farris has materially breached Section 6 of the Separation Agreement through the following acts, each of which constituted a written or oral statement disparaging, defaming, or casting in a negative light AHT, its products, services, officers, directors, employees, and/or investors:
(a) His Westmark Health IT post of November 3, 2024, describing AHT's culture as "rotten from the top" and advising prospective customers to "ask hard questions about data accuracy and uptime";
(b) His Westmark Health IT post of November 18, 2024, accusing AHT of inflating its NPS scores and characterizing its board as indifferent to anything other than EBITDA;
(c) His X (formerly Fenmore Solutions) post of December 12, 2024, falsely claiming AHT's churn rate was "14% and climbing" and that its retention claims were "pure fiction";
(d) His Westmark Health IT post of February 3, 2025, accusing AHT management of "hiding" material information from investors;
(e) His statements on The Digital Health Download podcast on January 15, 2025, accusing AHT of having "serious clinical data integrity issues" and characterizing its leadership as "financially motivated to suppress quality concerns"; and
(f) His statements on HealthTech Insider podcast on March 4, 2025, falsely stating AHT's gross margin was "barely 55%," calling AHT's product "legacy tech with a SaaS wrapper," and describing Dr. Johansson's leadership as "delusional."
75. AHT has been damaged by Farris's breaches of Section 6 of the Separation Agreement in an amount to be proven at trial, but not less than the Two Hundred Fifty Thousand Dollar ($250,000) liquidated damages amount set forth in Section 10(d) of the Separation Agreement, plus actual damages to the extent they exceed that amount.
COUNT II.
Breach of Contract — Confidentiality (Separation Agreement § 7)
76. AHT incorporates by reference all preceding paragraphs as though fully set forth herein.
77. Section 7 of the Separation Agreement imposes upon Farris a clear and unambiguous obligation to maintain in strict confidence all "Confidential Information" (as defined therein) for a period of five (5) years following the Effective Date — that is, through August 30, 2029. Farris acknowledged this obligation by his execution of the Agreement and accepted substantial consideration in exchange for his compliance.
78. Farris has materially breached Section 7 of the Separation Agreement by publicly disclosing the following categories of Confidential Information:
(a) AHT's churn rate data (albeit a materially falsified version thereof), disclosed on X (formerly Fenmore Solutions) on December 12, 2024;
(b) AHT's client-specific pricing, specifically the approximate $4.3 million per year annual contract value of AHT's contract with Lakeview Regional Health System, disclosed on Westmark Health IT on February 3, 2025;
(c) AHT's gross margin data (albeit materially understated), disclosed on the HealthTech Insider podcast on March 4, 2025; and
(d) The substance of internal AHT discussions regarding clinical data integrity, disclosed on The Digital Health Download podcast on January 15, 2025.
79. AHT has been damaged by Farris's breaches of Section 7 of the Separation Agreement in an amount to be proven at trial. The disclosure of Confidential Information, including in falsified form, has caused AHT competitive injury, reputational harm, pipeline conversion losses, and the loss of client relationships.
COUNT III.
Breach of Contract — Non-Solicitation of Clients (Separation Agreement § 8)
80. AHT incorporates by reference all preceding paragraphs as though fully set forth herein.
81. Section 8 of the Separation Agreement imposes upon Farris a clear and unambiguous obligation, for a period of twenty-four (24) months following the Effective Date (through August 30, 2026), not to directly or indirectly solicit, divert, or service any "Client" of AHT, as that term is defined in the Agreement. Farris acknowledged this obligation by his execution of the Agreement and accepted substantial consideration in exchange for his compliance.
82. Farris has materially breached Section 8 of the Separation Agreement by personally and directly soliciting at least four AHT enterprise clients — Lakeview Regional Health System, Northbridge Community Health Network, Prairieland Medical Group, P.C., and Summit Atlantic Health Partners, LLC — on behalf of his new employer, Meridian Healthworks, Inc., during the period from November 2024 through January 2025, well within the twenty-four (24) month restricted period.
83. Each of the four solicited entities was a customer of AHT during the twelve (12) months preceding the Effective Date of the Separation Agreement and therefore qualifies as a "Client" within the meaning of Section 8. Farris had personal knowledge of each of these client relationships, their contract terms, and their renewal timelines from his service as AHT's CRO.
84. As a direct and proximate result of Farris's breaches of Section 8, AHT has lost or is at imminent risk of losing $11.7 million in annual recurring revenue across these four clients, including confirmed and probable losses of $5.9 million per year from Northbridge Community Health Network and Lakeview Regional Health System.
85. AHT has been damaged by Farris's breaches of Section 8 of the Separation Agreement in an amount to be proven at trial, including multi-year contract value losses estimated at $17.7 million.
COUNT IV.
Breach of Contract — Non-Solicitation of Employees (Separation Agreement § 9)
86. AHT incorporates by reference all preceding paragraphs as though fully set forth herein.
87. Section 9 of the Separation Agreement imposes upon Farris a clear and unambiguous obligation, for a period of twenty-four (24) months following the Effective Date (through August 30, 2026), not to directly or indirectly recruit, solicit, or hire any AHT employee or encourage any employee to leave AHT. Farris acknowledged this obligation by his execution of the Agreement and accepted substantial consideration in exchange for his compliance.
88. Farris has materially breached Section 9 of the Separation Agreement by contacting Renata Solis and Jerome Ashworth, both senior sales directors at AHT who had reported directly to Farris during his tenure as CRO, prior to their respective resignations from AHT in February 2025, and by soliciting, recruiting, and encouraging them to leave AHT and join Meridian Healthworks, Inc. Text message evidence in AHT's possession confirms these solicitations.
89. AHT has been damaged by Farris's breaches of Section 9 of the Separation Agreement, including but not limited to the loss of two experienced and high-performing senior sales executives, disruption to AHT's client relationships managed by Solis and Ashworth, disruption to AHT's sales operations and revenue pipeline, and the costs of recruiting and training replacement personnel, all in an amount to be proven at trial.
COUNT V.
Violation of the Massachusetts Trade Secrets Act (M.G.L. c. 93, § 42)
90. AHT incorporates by reference all preceding paragraphs as though fully set forth herein.
91. AHT's client lists, client-specific pricing and annual contract values, financial results (including revenue, gross margins, and churn data), NPS scores, product roadmaps, strategic plans, and pipeline data constitute "trade secrets" within the meaning of the Massachusetts Trade Secrets Act, M.G.L. c. 93, § 42, in that: (a) they derive independent economic value, actual or potential, from not being generally known to, and not being readily ascertainable by proper means by, other persons who can obtain economic value from their disclosure or use; and (b) AHT takes reasonable measures to maintain the secrecy of such information, including through confidentiality agreements with employees and departing employees, access controls, encryption, and need-to-know limitations.
92. Farris misappropriated and publicly disclosed AHT trade secrets, including but not limited to client-specific annual contract value data (the $4.3 million per year Lakeview ACV), churn rate data, and gross margin data, through his social media posts and podcast appearances as described herein. Farris acquired this information through his employment with AHT, was aware of its confidential and proprietary nature, and disclosed it without AHT's authorization and in violation of his contractual obligations. Farris's disclosures were willful and malicious, made with the intent to damage AHT and benefit himself and his new employer.
93. AHT has been damaged by Farris's misappropriation of trade secrets in an amount to be proven at trial. Pursuant to M.G.L. c. 93, § 42, AHT is entitled to injunctive relief to prevent further misappropriation, actual damages (including both the actual loss caused by the misappropriation and any unjust enrichment caused by the misappropriation that is not taken into account in computing actual loss), and reasonable attorneys' fees.
COUNT VI.
Tortious Interference with Business Relations
94. AHT incorporates by reference all preceding paragraphs as though fully set forth herein.
95. AHT had existing and advantageous business relationships with Lakeview Regional Health System, Northbridge Community Health Network, Prairieland Medical Group, P.C., and Summit Atlantic Health Partners, LLC, each of which was a long-standing customer of AHT with an active contract and upcoming renewal. AHT also had advantageous prospective business relationships with entities in its active sales pipeline, with which AHT was engaged in negotiations or evaluation processes for new business.
96. Farris had actual knowledge of each of these existing and prospective business relationships, having personally managed or overseen them during his tenure as AHT's CRO. Farris was intimately familiar with the identity of AHT's key client contacts, the status and terms of each relationship, contract renewal timelines, and the competitive dynamics surrounding each account.
97. Farris intentionally and improperly interfered with these business relationships through two complementary courses of conduct: (a) by directly soliciting AHT's enterprise clients on behalf of Meridian Healthworks, offering competing products and services and encouraging clients to abandon their AHT contracts; and (b) by making public statements on social media and podcasts that were designed to and did undermine AHT's reputation and credibility with its existing clients, prospective clients, and the broader healthcare technology market.
98. Farris's conduct was independently wrongful. Each of the foregoing acts constituted one or more of the following: breach of the Separation Agreement, misappropriation of trade secrets in violation of the Massachusetts Trade Secrets Act, and/or defamation and business disparagement. Farris's interference was therefore accomplished through improper means and was not justified by any legitimate business interest.
99. As a direct and proximate result of Farris's intentional and improper interference, AHT has lost existing client relationships (including Northbridge and Lakeview), is at imminent risk of losing additional client relationships (including Prairieland and Summit Atlantic), has lost prospective client relationships due to pipeline conversion decline, and has suffered reputational and competitive injury, all in an amount to be proven at trial.
COUNT VII.
Defamation / Business Disparagement
100. AHT incorporates by reference all preceding paragraphs as though fully set forth herein.
101. Farris published multiple false statements of fact concerning AHT to third parties through social media platforms and industry podcasts, including but not limited to the following:
(a) That AHT's churn rate was "14% and climbing" — a statement that was materially false, as AHT's actual FY 2024 gross logo churn rate was 8.2%;
(b) That AHT's gross margin was "barely 55%" and declining — a statement that was materially false, as AHT's actual FY 2024 gross margin was 68.7%;
(c) That AHT "inflate[d] its NPS scores to close deals" — a false factual assertion implying fraud in AHT's sales process;
(d) That AHT's platform has "serious clinical data integrity issues that they've papered over" — a false factual assertion concerning the safety and reliability of AHT's healthcare technology platform; and
(e) That AHT management was "hiding" material information from investors — a false factual assertion impugning the integrity and governance practices of AHT's officers and board of directors.
102. Each of these statements was false, or was made with reckless disregard for its truth or falsity. Farris, as AHT's former Chief Revenue Officer and a member of its executive leadership team, had direct personal knowledge of AHT's actual financial metrics, internal operations, product quality, and governance practices. Farris knew that the specific figures he cited — including the 14% churn rate and 55% gross margin — were materially inaccurate, and he published them with the intent to cause maximum damage to AHT's business reputation.
103. These false statements were published and disseminated to third parties through multiple channels with substantial reach, including Farris's Westmark Health IT profile (with approximately 12,400 followers, many of whom are healthcare industry executives and AHT clients or prospective clients), his X (formerly Fenmore Solutions) account, and two healthcare industry podcasts with significant audiences — The Digital Health Download (approximately 28,000 monthly listeners) and HealthTech Insider (approximately 41,000 monthly listeners).
104. These false statements were made with actual malice, in that they were made with the intent to injure AHT's business reputation and competitive position in order to benefit Farris and his new employer, Meridian Healthworks, Inc. Farris's pattern of conduct — combining public disparagement of AHT with simultaneous solicitation of AHT's clients on behalf of Meridian — demonstrates that his statements were part of a coordinated strategy to damage AHT and divert its business to Meridian.
105. AHT has suffered special damages as a direct and proximate result of Farris's false and defamatory statements, including but not limited to: the loss of the Northbridge Community Health Network and Lakeview Regional Health System client relationships; a decline in AHT's sales pipeline conversion rate from 34% to 21%; the loss of at least three prospective deals in which the prospective clients cited "market concerns about Arbor's data quality" echoing Farris's statements; lost deals valued at approximately $8.2 million as estimated by Dr. Tobias Hargrove of Hargrove Forensic Economics LLC; and reputational remediation costs of $340,000 through October 2025. These damages are ongoing.