Case 2:22-cv-02862 Document 1-2 Filed 04/29/22 Page 1 of 16 Page ID #:9
`Case 2:22-cv-02862 Document1-2 Filed 04/29/22 Page1of16 Page ID #:9
`
`EXHIBIT A
`
`

`

`Case 2:22-cv-02862 Document 1-2 Filed 04/29/22 Page 2 of 16 Page ID #:10
`Case 2:22-cv-02862 Document1-2 Filed 04/29/22 Page 2of16 Page ID #:10
`
`Electronically FILED by Superior Court of California, County of Los Angeles on 10/06/2021 01:18 PM Sherri R. Carter, Executive Officer/Clerk of Court, by M. YoungII, Deputy Clerk
`:
`.
`21SMCV01629
`,
`
`SUMMONS
`(CITACION JUDICIAL)
`
`NOTICE TO DEFENDANT:
`(AVISO AL DEMANDADO):
`Eisai, Inc. a Delaware corporation; [Additionalparties attachmentform is attached].
`
`SUM-100
`
`
`
`FOR COURT USE ONLY
`
`
`
`(SOLO PARA USO DELA CORTE}
`
`
`
`
`
`
`
`
`
`
`
`acide against you without your being heard unless you respond within 30 days. Read the information
`.
`
`
`
`
`YOU ARE BEING SUED BY PLAINTIFF:
`(LO ESTA DEMANDANDO EL DEMANDANTE):
`
`Advanced Research Center, Inc., a California corporation
`
`NOTICE! You have been sued. The court may di
`
`below.
`You have 30 CALENDARDAYSafter this summons-and legal papers are served on youto file a written response atthis court and have a copy
`
`Served on the plaintiff. A letter or phone call will not protect you. Your written response must be in properlegal form if you want the court to hear your
`case. There may be a court form that you can use for your response. You canfind these court forms and more information at the California Courts
`Online Self-Help Center (www. courtinfo.ca.gov/selfhelp), your countylawlibrary, or thé courthouse. nearest you.If you cannot paythefiling fee, ask the
`
`court clerk for a fae waiver form,If you do notfile your respanse on time, you may lose the case by default, and your wages, money, and property may
`be taken without further warning from the court.
`.
`
`There are other fegal requirements. You may wantto cail an attorney right away.If you do not know an attorney, you may wantto call an attarney
`referral service. If you cannot afford an attomey, you may beeligible forfree legal services from a nonprofitlegal services program. You can locate
`
`these nonprofit groupsat the California Legal Services Website (www./awhelpcaiifornia.org), the California Courts Online Self-Help Center
`(www.courtinio.ca.gov/selihelp), or by contacting your local court or county bar association, NOTE: The court has a statutory lien for waived fees and
`casts on any settlementor arbitration award of $10,000 or more in a civil case. The court's lien must be paid before the caurt will dismiss the case.
`IAVISO} La han demandado. Si no responde dentro de 30 dfas, la corte puede decidir en su contra sin escuchar su version. Lea fa informacion a
`continuacion.
`
`Tiene 30 DIAS DE CALENDARIO después de qué-le entrequen esta cilacion y papeles legales para presentar una respuesta porescrito en esta
`carte y hacer que se entregue una copia al demandante. Una carta o una llamadatelefénica no lo protegen. Su respuesta porescrito tiene que estar
`
`ren formatolegal correcto si desea que procesen su caso en fa corte. Es posible que haya un formulario que usted pueda usar para su respuesta.
`
`Puede encontrar estos formularios de Ja corte y mas informacién en ef Centro de Ayuda de fas Cortes de California (www.sucorte.ca.gov), en ja
`
`biblioteca de eyes de su condado o en /a corte que le. quede mas cerca. Sino puede pagar la cucta de presentaci6n, pida al secretario de fa corte que
`
`ie dé un formulario de exencién de pago de cuotas. Si no presenta su respuesta a tiempo, puede perderel caso por incumplimiento y la corte le podré
`
`quilar su sueldo, dinero y bienes sin mas advertencia.
`
`Hayotros requisitos legales. Es recomendabteque flame a un abogado inmediatamente. Si no conoce a un abogado, puede Hamar a un servicio de
`remisiOn a abogados, Si no puede pagar a un abogado, es posible que cumpla con los requisitos para obtenerservicios legales gratuitos de un
`programa de servicios legales sin fines de lucro, Puede encontrar estos grupossin fines de lucro en ai sitio web de California Legal Services,
`
`{www.lawhelpcalifornia.org), en el Centro de Ayuda de las Cortes de California, (www.sucorte.ca.gov) o poniéndose en contacte con /a corte a ef
`
`colegio de abogados locales. AVISOQ:Porley, la corte tiene derecho a raciamar las cuotas y los costos axentos por imponer un gravamen sobre
`
`cualquier recuperacian de $10,000 é mas de valor recibida mediante un acuerdo o una concesién de arbitraje en un caso de derechocivil. Tiene que
`
`pagar el gravamen de fa corte antes de que la corte pueda desecharef caso.
`The name and address of the courtis:
`(El nombre y-direccion de la corte 8): og Angelés County Superior Court,
`Stanley Mosk Courthouse, 111 North Hill Street, Los Angeles, CA 90012
`The name, address, and. telephone numberofplaintiff's attorney, or plaintiff without an attorney, is: (E/ nombre,la direccién y ef nimero
`de teléfono del abagado del demaridante, o del demandante que no tiene abogado, es}:
`Mark J. Butler, Mark Butler & Associates; 4667 MacArthur Bivd:, Suite 200, Newport Beach, CA 92660 (949) 500-6277 —
`DATE: 10/06/2021
`Sherri R. Carter Executive Officer/ Clerk of Court Clerk, by
`(Fecha)
`(Secretario)
`(For proofof sérvice of this summons, use Proofof Service of Summons(form POS-010).)
`(Para prueba de entrega de esta citation use ef formulario Proof of Service of Summons, f(POS-010)).
`NOTICE TO THE PERSON SERVED: You are served
`1.
`[[_] as an individual defendant.
`2.
`[__] as the person sued under thefictitious name. of (specify):
`3. Gel on behalf of (specify): ETSAI,INC. A DELAWARE CORPORATION
`a ‘CCP416.20 (defunct corporation)
`[__] CCP 416.70 (conservatee)
`under:
`CCP 416.10 (corporation)
`[__] CCP 416.60 (minor)
`
`
`
`
`
`
`
`
`CASE NUMBER:(Numero def Caso):
`21ShICYVO1BSo
`
`
`
`
`
`
`
`:
`
`Mt. Young Il
`
`» Deputy
`(Agjunto)
`
`4. [7] by personal delivery on (date):
`
`[___] CGP 416.40 (association or partnership)
`[| other (specify):
`
`Form Adapted for Mandatory Usa
`Judicial: Council of California
`SUM-100° (Rav. July 1, 2009}
`
`SUMMONS
`
`[“~] CCP 416.90 (authorized person)
`
`Page 1 of 1
`
`Code of Civil Procedure §§ 412.20, 465
`Wunw.cauris.ca.gov
`
`For your protection and privacy, please press the Clear
`This Form button after you have printed the.form.
`
`

`

`Case 2:22-cv-02862 Document 1-2 Filed 04/29/22 Page 3 of 16 Page ID #:11
`Case 2:22-cv-02862 Document1-2 Filed 04/29/22 Page 3of16 Page ID #:11
`
`SUM-200(A
`| 21IShicvOGa SS
`
`
`
`CASENUMBER,
`
`SHORTTITLE:
`Advanced Research Center, Inc.v Eisai, Inc. et al
`
`;
`.
`INSTRUCTIONS FOR USE
`~> This form may be used as an attachmentto any summonsif space does not permitthe listing of all parties on the summons.
`‘+> If this attachmentis used, insert the following statementin the plaintiff or defendant box on the summons: "Additional Parties
`Attachmentform is attached.”
`
`List additional parties (Check only one box. Use a separate page for each type of party.):
`
`[__] Cross-Defendant
`[7] Cross-Complainant
`[-<] Defendant
`[[7] Plaintiff
`Worldwide Clinical Trials Holdings, Inc., a Delaware corporation; Worldwide Clinical Trials; an entity of unknown form; and DOES 1 -
`50inclusive
`,
`
`Page
`
`1
`
`of
`
`1
`Page 1 of t
`
`‘Form Adoptedfor MandatoryUso
`Judicial Council of Catitornia-
`SUM-200(A}(Rev. January 1, 2007]
`Far your protection and privacy, please press the Clear
`
`.
`
`.
`
`:
`ADDITIONAL PARTIES ATTACHMENT
`:
`Attachment to Summons
`
`This Form button.after you have printedthe form. Save this form
`
`

`

`Case 2:22-cv-02862 Document 1-2 Filed 04/29/22 Page 4 of 16 Page ID #:12
`Case 2:22-cv-02862 Document1-2 Filed 04/29/22 Page 4of16 Page ID #:12
`
`'21SMCV01629
`;
`Assignedforall purposes to: Beverly Hills Courthouse, Judicial Officer: Helen Zukin
`
`Electronically
`
`F)LED by Superior Court of California, County of Los Angeles on 10/06/2021 01:18 PM Sherri R. Carter, Executive Officer/Clerk of Court, by M. Young l],Deputy Clerk|
`
`.
`
`—
`
`oONYAWNWBhwwWb
`
`et
`
`—_—©
`
`12
`
`MARK BUTLER & ASSOCIATES
`Mark J. Butler, Bar No..207909
`mark.butler@mbutler-law.com
`4667 McArthur Blvd., Suite 200
`Newport Beach, CA 92660.
`Telephone: (949) 500-6277
`Attorneysfor Plaintiffs Advanced Research Center, Inc.
`
`SUPERIOR COURT OF CALIFORNIA
`
`COUNTY OF LOS ANGELES .
`
`Advanced Research Center,Inc.,
`a California corporation,
`
`Plaintiff,
`
`vs.
`
`Eisai, Inc. a Delaware corporation; Worldwide
`Clinical Trials Holdings, Inc., a Delaware
`corporation; ‘Worldwide Clinical Trials; an entity
`of unknown form; and DOES| - 50 inclusive,
`
`Defendants.
`
`Case No.: 21 Shmicyvoisa2o
`COMPLAINT FOR :
`1) BREACH OF WRITTEN CONTRACT;
`2) BREACH OF COVENANT OF GOOD
`FAITH AND FAIR DEALING;
`3) INTENTIONAL INTERFERENCE WITH
`CONTRACT;
`4)INTENTIONAL INTERFERENCE WITH
`PROSPECTIVE ECONOMIC ADVANTAGE;
`5) NEGLIGENT INTERFERENCE WITH ~
`CONTRACT AND PROSPECTIVE
`ECONOMIC ADVANTAGE;
`6) CIVIL CONSPIRACY; AND
`7) DECLARATORYRELIEF
`
`JURY TRIAL DEMANDED
`
`DECLARATORY RELIEF REQUESTED
`
`Neeeeeeeeeeeeeeseeeeeeeeeeeeeeeeesesee
`
`1
`
`COMPLAINT
`
`

`

`Case 2:22-cv-02862 Document 1-2 Filed 04/29/22 Page 5 of 16 Page ID #:13
`Case 2:22-cv-02862 Document1-2 Filed 04/29/22 Page5of16 Page ID #:13
`
`—
`2
`
`Plaintiff Advanced Research Center, Inc. alleges as follows:
`
`‘PARTIES TO THE ACTION
`
`
`Plaintiff Advanced Research Center, Inc. is and atall times relevant to this complaint
`1.
`-3
`4|was a California corporation doing businessin the city of Anaheim in the State of California.
`°
`DEFENDANTS
`
`6 7
`
`8 9 0
`
`—
`
`2.
`Plaintiff is informed and believesand on that basis alleges that defendant Worldwide
`Clinical Trials Holdings,Inc.is, and at all times relevant to this complaint was, a corporation
`organized and existing underthe laws of the State ofDelaware with its principal place of business
`located in Beverly Hills, California. Plaintiffis further informed and believes and onthat basisalleges .
`that this defendant does, andatall times relevantto this complaint did, transact business in the State of
`1]
`12||California, and that someof the tortious, unlawful, unfair, fraudulent,deceptive, untrue, and
`13||misleading conduct thatthis defendant engaged in, as alleged in this complaint, occurred in Beverly
`14|)Hills,California and/or the damages from that misconduct occurred in or arose from Beverly Hills,
`15 California'inLos Angeles County.
`16
`3.
`- Plaintiff is informed and believes and on thatbasis alleges that defendant Worldwide
`17||Clinical Trials is, and at all times relevant to this complaint was, an entity of unknown form that
`18||operated in California. Plaintiffis further informed and believes and onthat basis allegesthatthis
`19||defendant does, andat all times relevant to this complaint did, transact business in the State of
`20||California, and that someofthe tortious, unlawful, unfair, fraudulent, deceptive, untrue, and
`
`21||misleading conduct that this defendant engagedin, as alleged in this complaint, occurred in Los
`22||Angeles County, and/or the damages from that misconduct occurredin or arose from California in Los
`
`23{|Angeles County. . |
`
`24
`|.
`4.
`. Plaintiffis informed and believes and on that basis alleges that defendant Eisai, Inc.is,
`25||andatall times relevantto this complaint was, a corporationorganized and existing under the laws of |
`26||
`the State ofDelaware withits principal place of business located in that State ofNew Jersey. Plaintiff
`27 |\
`is further informed and believes and on that basis alleges that this defendant does, andatall times
`.28||relevant to this complaint did, transact business in the State of California, and that someofthe
`
`2
`
`COMPLAINT
`
`

`

`Case 2:22-cv-02862 Document 1-2 Filed 04/29/22 Page 6 of 16 Page ID #:14
`Case 2:22-cv-02862 Document1-2 Filed 04/29/22 Page 6of16 Page ID #:14
`
`—_
`
`tortious, unlawful, unfair, fraudulent, deceptive, untrue, and misleading conduct that this defendant
`engagedin,as alleged in this complaint, occurred in Los Angeles California and/or the damagesfrom
`that misconduct occurred in or arose from California in Los Angeles County.
`
`DOE DEFENDANTS
`
`The true namesandcapacities ofthe Defendants, DOES1 through 50, whether
`5.
`individual, corporate, associate or otherwise, are unknown to Plaintiff at the timeoffiling this
`Complaint and Plaintiff, therefore, sues said Defendants by such fictitious names and will ask leave of
`
`Court to amend this Complaint to show their true names or capacities when the same have been
`ascertained, Plaintiff is informed and believes, and thereon alleges, that each of the DOE Defendants
`10
`|Jis, in some manner, responsible for the events and happenings herein set forth and proximately caused
`1]
`injuryand damages to thePlaintiffas herein alleged.
`|
`.
`12
`:
`6.
`Plaintiff is informed and believes and on that basis alleges that each ofthefictitiously
`13
`||named Doe Defendants is in some mannerresponsible for the damagesto Plaintiff as alleged in this
`14||Complaint. Plaintiff will amend this Complaint to show the true names and capacities of these
`15
`fictitiously named Doe Defendantsafter their true names and capacities have been ascertained.
`16
`7.
`Plaintiffis informed and believes and onthatbasis alleges thatatall times herein
`17
`||mentioned, DOE DEFENDANTS1-20 were the agents and/orjoint tortfeasors of defendant
`18||Worldwide Clinical Trials Holdings, Inc., and indoing the things mentioned herein wereacting within
`19||
`thescope ofsuch agencyand/orjoint actions.
`.
`|
`
`20|]| 8. Plaintiffis informed and believes and on that basis alleges thatat all times herein
`
`21|}mentioned, DOE DEFENDANTS21-40 were the agents and/orjoint tortfeasors of defendant
`22||Worldwide Clinical Trials, and in doing the things mentioned herein were acting within the scope of
`23|}such agency and/orjointactions.
`9...
`Plaintiffs are informed andbelieve and on that basis allege thatat all times herein
`
`25 mentioned, DOE DEFENDANTS 41-50 were the agents, employees, affiliates, related entities, and/or
`26 joint tortfeasors of defendantEisai, Inc., and in doing the things mentioned herein were acting within
`the scope of such agency, employment,affiliation, relationship and/orjoint actions.
`
`.
`
`.
`
`.
`
`.
`
`3
`
`COMPLAINT
`
`.
`
`

`

`Case 2:22-cv-02862 Document 1-2 Filed 04/29/22 Page 7 of 16 Page ID #:15
`Case 2:22-cv-02862 Document1-2 Filed 04/29/22 Page 7of16 Page ID#:15
`
`—
`
`—_.SoNOoo~~]aAaSSwnN
`
`JURISDICTION AND VENUE
`Venueis proper in the Los AngelesCounty Superior Court because, upon information
`| 10.
`andbelief, the principal place ofbusiness for defendants Worldwide Clinical Trials Holdings, Inc. and
`Worldwide clinicaltrials are located in Los Angeles County.
`iI.
`The monetary damages soughtbyPlaintiffexceeds the minimaljurisdictional limits of
`
`the Superior Court and will be established according to proofat trial. Further, there is no federal
`questionat issue and the causes ofaction and remedies relating thereto are based solely on California
`statutes and California common law.
`|
`.
`12... The Court properly can and should apply Californialaw to all ofthe claims and issues
`asserted herein. California is the state in which the contract at issue in this case was to be performed,
`Plaintiffand defendants Worldwide Clinical Trials Holdings, Inc. and Worldwide Clinical Trials have
`their principal places ofbusinessin California, and the Californiaisthe state in which the misconduct
`
`alleged herein emanated. Assuch,nostate has a greater interest than California in havingits law
`
`apply to this case.
`
`13.
`
`Plaintiff, Advanced Research Center,Inc. (“Plaintiff” or “ARC”) is an entity with its
`
`principal place of business located in Anaheim, California that, among other things, contracts with
`
`‘|| companies for the humanclinical testing of pharmaceuticals as part of process for new
`pharmaceuticals to eventually be approved by various governmental agencies for use as an approved
`medication.
`
`ARC entered into a written contract with defendants Eisai, Inc., and its agents
`14.
`defendants Worldwide Clinical Trials Holdings, Inc. and Worldwide Clinical Trials (collectively
`
`“Defendants”) whereby ARC’s facility would hosta clinicaltrial of the new pharmaceutical. As part
`
`of this contract, ARC located potential study patients whofit certain criteria, ARC submitted those
`
`4
`
`COMPLAINT
`
`

`

`Case 2:22-cv-02862 Document 1-2 Filed 04/29/22 Page 8 of 16 Page ID #:16
`Case 2:22-cv-02862 Document1-2 Filed 04/29/22 Page 8of16 Page ID #:16
`
`—oDOoHYDHFFWON
`
`potential study patients to Defendants for their approval, and ARC conducteda clinicaltrial of the new
`
`pharmaceutical on the studypatients approved by Defendants with ARC reporting onthepatients
`
`while the clinical trial was ongoing.
`
`15.
`ARC infact located a numberofpotential study patients and submitted thosepotential
`study patients to Defendantsfortheir approval as study participants.
`
`16.
`
`Defendants approved a numberofthe potential patients located and submitted to them
`
`by ARC, and ARC was conducting the study/clinicaltrial and meeting all of its material obligations
`underthe contract with Defendants. In mid-2019, while the clinical trial was ongoing, Defendants
`madefalse claims that ARC had improperly recruited someof its study patients from homeless
`
`shelters which Defendants used as a pretext for terminating ARC as a study site before the completion
`ofthe study. And Defendants did terminated Plaintiffs as a study site underthat false pretense despite
`the fact that ARC was properly following all protocols and fully performingall ofits material
`obligations underits contract with Defendants.
`17.
`In additionto falsely accusing ARCofrecruiting patients from homelessshelters, and
`
`using that false allegation as a pretext to improperly terminate ARC as a study site, Defendants
`breachedthe contract by failing to timely pay ARC’s fees earned for the work performed by ARC.
`
`Moreover, not only did Defendantsfail to timely pay the amountsowed ARC when due pursuantto
`
`the contract terms, but even after ARC complained about that failure, and even after ARC spentwell
`over a month challenging Defendants’ position regarding the actualamount due ARC for work
`
`performed by it, and even after Defendants arrived to Defendants’ stated position as to how much
`
`Defendants admittedly owed ARC (which amountwasnot correct), Defendants failed to tender the
`amount it admittedly owed to ARC for well over 6 months after Defendants cameto their incorrect
`
`calculation, when Defendantsdid tender the insufficient payment to ARC, Defendants attempted to
`
`condition the payment of those admittedly owed funds to ARC upon agreeing that Defendants’
`
`
`
`5
`
`COMPLAINT
`
`

`

`Case 2:22-cv-02862 Document 1-2 Filed 04/29/22 Page 9 of 16 Page ID #:17
`Case 2:22-cv-02862 Document1-2 Filed 04/29/22 Page9of16 Page ID #:17
`
`—
`
`soCosanNian-Wwbo
`
`calculation ofthe amount owed at ARC, which was NOTcorrect, represented payment to ARCforall |
`ofthe work/services ARC performed underthe contract, when in fact the actual amount ARC was
`owed under the express terms ofthe contract (as ARC has previously-explained in detail to Defendants
`more than 6 months before the tender) was much more than the amountas calculated by Defendants
`and then over 6 months later tendered to ARC.
`18,
`Moreover, after Defendants improperly terminated ARCas a study site, other Study
`Sponsors with which ARC had agreements to actas a clinical trial study site for other pharmaceutical
`studies breached their agreements with ARC. ARClater determined that Defendants has actively
`contacted someofthoseother Study Sponsors and madestatements to those other Study Sponsors
`whichcaused those other Study Sponsors to breach their contracts with ARC.
`19.
`In addition, after Defendants improperly terminated ARC as a study site, on multiple
`occasions ARCapplied to be a study site with other Study Sponsors with which ARC had a previous -
`businessrelationship, but ARCwasnotselected as a study site. ARC later determined that the reason
`it was not selected as a study site by those Study Sponsors withwhichit had a previousrelationship
`was because Defendantsaffirmative, improper and ongoingtortious actions against ARC interfered
`with ARC’s relationship with those other Study Sponsors, resulting ARC not being selected by them.
`asa study site by them.
`
`FIRST CAUSE OF ACTION
`
`BREACH OF CONTRACT
`‘Plaintiffs hereby reincorporate by reference all the allegations in paragraphs | through
`20.
`19 asifthey were set forth in full in this paragraph.
`21.
`Plaintiffand Defendants entered into a written contract pursuant to whichPlaintiff—
`would perform certain services for Defendants as a clinicaltrial site for a particular pharmaceutical |
`(i.e. medication).
`|
`|
`
`6
`
`COMPLAINT
`
`

`

`Case 2:22-cv-02862 Document 1-2 Filed 04/29/22 Page 10 of 16 Page ID #:18
`Case 2:22-cv-02862 Document1-2 Filed 04/29/22 Page 10o0f16 Page ID #:18
`
`—SoeotNDHNH&WYHN
`
`22. __
`
`Plaintiff fully performedall material conditions, covenants, and promises to be
`
`performedonPlaintiffs part under the contract, orit has been excused from having to do thosethings..
`23.
`Defendants breached the contract failing to timely pay Plaintiffamounts due for work
`performed byPlaintiff, attempting to improperly condition paymentto Plaintiffofa lower amount
`—
`than whatPlaintiff was actually owed upon Plaintiff agreeing to that lower amountas the correct
`amount, by forcing Plaintiffto halt its work on the study before it was completed, and by improperly
`terminating Plaintiffas a Study site based on false pretexts.
`.
`24.
`. Asa proximate result ofthese breaches ofthe contract, as herein alleged, Plaintiffhas
`
`been damaged in an amountto be provenattimeoftrial, which sum is in excess of the jurisdictional
`
`amountofthis Court.
`
`SECOND CAUSE OF ACTION
`
`BRECH OF THE IMPLIED COVENANT OF GOOD.FAITH AND FAIR DEALING
`
`Plaintiffs hereby reincorporate by referenceall the allegations in paragraphs 1 through |
`25.
`19 as ifthey were set forth in full in this paragraph.
`26.
`Plaintiff and Defendants entered into a written contract pursuant to which Plaintiff
`would perform certain services for Defendants as a clinicaltrial sitefor a particular pharmaceutical
`(i.e. medication).
`|
`|
`
`27.
`Plaintiff did all, or substantially all, of the significant things that the contract required
`them to do, except for those things whichPlaintiffwereexcused from doing.
`28.
`All ofthe conditions required for Defendants’ performance under the contract have
`
`occurred.
`
`Byengagingin the acts alleged ofDefendants inthis complaint, Defendants unfairly
`29.
`|
`andintentionally took acts that interfered with Plaintiff's right to receive the benefits ofthe contract.
`30.
`By engagingin theacts alleged of Defendantsin this complaint, which deprived
`
`7
`
`COMPLAINT
`
`

`

`Case 2:22-cv-02862 Document 1-2 Filed 04/29/22 Page 11 of 16 Page ID #:19
`Case 2:22-cv-02862 Document1-2 Filed 04/29/22 Page 11o0f16 Page ID #:19
`
`ooO~Onwm>wtN
`
`Plaintiffofits expectations underthe contract, Defendants breached the covenant ofgood faith and
`fair dealing implied in all contracts by California law.
`31,
`Defendants’ actions, as alleged in this complaint, were and continue to be unfair and
`taken in bad faithand were conscious anddeliberate acts that unfairly frustrated the agreed common
`purposeofthe contract and disappointed the reasonable expectations ofPlaintiffto the contract.
`| 32. These intentional, bad-faith acts were designed to frustrate the benefits Plaintiffwas to
`|
`receive under the contract.
`33. Plaintiff was and continuesto be harmedasadirectresult of Defendants’ conductin
`
`violation ofthe implied covenant ofgood faith andfair dealing inthat, amongotherthings, Plaintiff
`has lost significant sumsin earned and unpaid fees and Plaintiffhas suffered ongoing damagetoits
`business,all to the harm and injury ofPlaintiff, and in an amounttobe provenat trial
`
`—O
`
`THIRD CAUSE OF ACTION
`
`INTENTIONAL INTERFERENCE WITH CONTRACT
`~—~Plaintiffs hereby reincorporate byreferenceall the allegations in paragraphs 1 through
`34.
`19 as ifthey were set forth in full in this paragraph.
`35.
`| Plaintiffhad contracts with certain third-party Study Sponsors, ofwhich contracts
`Defendants had knowledge.
`36.
`Those third-party Study Sponsors breached/cancelled their contracts with ARC.
`37.
`ARC later determined that the reason those third-party Study Sponsors
`breached/cancelled their contracts with ARCwasdueto certain intentional actions taken by
`Defendants, including butnotlimited to communications by Defendants to those third-party Study
`Sponsors, that inducedthosethird-party Study Sponsors to breach/canceltheir contracts with ARC.
`
`38.
`The breach/cancellation of ARC’s contracts with those third-party Study Sponsors
`damaged ARCinthatit lost out on work that would have produced substantial profits to ARC.
`
`8 C
`
`OMPLAINT
`
`

`

`Case 2:22-cv-02862 Document 1-2 Filed 04/29/22 Page 12 of 16 Page ID #:20
`Case 2:22-cv-02862 Document1-2 Filed 04/29/22 Page 12o0f16 Page ID #:20
`
`—_0oeNANWHBRWN
`
`39... Moreover, Defendants’ actions. were intentional, willful, fraudulent, malicious, and
`
`oppressive. Indeed, Defendants’ conductwas intendedto cause injury to Plaintiff and was despicable
`conduct which was carried on by Defendants with a willful and conscious disregard for the rights of
`Plaintiffand was despicable conduct that subjected Plaintiffto cruel and unjust hardship in conscious
`disregard of Plaintiff's rights. Moreover, theDefendants’ conduct was performed, authorized, and
`ratified by their officers, directors, and/or managing agents. Accordingly, Plaintiffis entitled to
`punitive and exemplary damages in an amount according to proof.
`7
`FOURTH CAUSE OFACTION .
`
`INTENTIONAL INTERFERENCE WITH PROSPECTIVE ECONOMIC ADVANTAGE
`40.
`Plaintiffs hereby reincorporate by reference all the allegations in paragraphs | through
`19 as ifthey were set forth in full in this paragraph.
`|
`|
`40.
`Plaintiff had prospective economic advantages and/or relationships with certain third-
`party Study Sponsors.
`41.
`Becauseofthe intentional actions taken by Defendants, including butnotlimited to
`
`Defendants’ actions alleged in this Complaint, when ARC attempted to monetize those prospective
`advantages and/orrelationships by, among otherthings, applying to perform services for thosethird-
`party Study Sponsorsasa clinicaltrial site on pharmaceutical studies, ARC was notselected to bea
`clinicaltrial site by those third-party Study Sponsors.
`|
`|
`42.
`ARClater determinedthat areason why those third-party Study Sponsors with whom it
`hada prospective economic advantages and/orrelationships did not select ARC to be a clinicaltrial
`site was due to certain intentional actions taken by Defendants that were independently wrongful and
`tortious, that resulted in those third-party Study Sponsors not selecting ARC asa clinicaltrial site.
`
`43. Defendants’ actions which caused ARC to lose out on being a clinicaltrial site for
`‘those third-party Study Sponsors damaged ARCinthatit lost out on work that would have produced
`
`9
`
`COMPLAINT
`
`

`

`Case 2:22-cv-02862 Document 1-2 Filed 04/29/22 Page 13 of 16 Page ID #:21
`Case 2:22-cv-02862 Document1-2 Filed 04/29/22 Page 130f16 Page ID #:21
`
`substantial profits to ARC.
`44. Moreover, Defendants’ actions were intentional, willful, fraudulent, malicious, and
`oppressive. Indeed, Defendants’ conduct was intended to cause injuryto Plaintiffand was despicable
`conduct which was carried on by Defendants with a willful and consciousdisregard for the rights of
`Plaintiffand wasdespicable conductthat subjected Plaintiffto cruel and unjust hardshipin conscious
`disregard of Plaintiff's rights. Moreover, the Defendants’ conduct was performed, authorized, and
`
`ratified by their officers, directors, and/or managing agents. Accordingly, Plaintiff is entitled to
`
`']] punitive and exemplary damages in an amountaccordingto proof.
`
`FIFTH CAUSE OF ACTION
`
`NEGLIGENT INTERFERENCE WITH PROSPECTIVE ECONOMIC ADVANTAGE
`
`45.
`
`Plaintiff hereby reincorporates by referenceall the allegations in paragraphs 1 through
`
`19 asif they were set forth in full in this paragraph.
`46.
`Plaintiff had certain contracts and/or prospective economic advantages with various
`
`third-party Study Sponsors.
`47,
`| Becauseofthe actions taken by Defendants, including but not limited to Defendants’
`
`actions alleged in this Complaint, when ARC attempted to monetize those prospective advantages
`and/or relationships by, among other things, applying to perform services for those third-party Study
`
`Sponsors asa clinicaltrial site on pharmaceutical studies, ARC wasnotselected to be a clinicaltrial
`
`‘||
`
`site by those third-party Study Sponsors.
`“48.
`ARClater determined that a reason why those third-party Study Sponsorsdid notselect
`ARC to bea clinical trial site was due to actions taken by Defendants, and that Defendanteither knew,
`or should have reasonably known,that Defendants’ actions would result in third-party Study Sponsors
`
`not selecting ARCas a clinicaltrialsite.
`
`49.
`
`Defendants’ actions which caused ARCto lose out on being a clinicaltrial site for
`
`10
`
`COMPLAINT
`
`_O
`
`oSoYIDnDHBRWYHY
`
`

`

`Case 2:22-cv-02862 Document 1-2 Filed 04/29/22 Page 14 of 16 Page ID #:22
`Case 2:22-cv-02862 Document1-2 Filed 04/29/22 Page 14o0f16 Page ID #:22
`
`those third-party Study Sponsors wasat the very least, negligent, and damaged ARCin thatit lost out
`on workthat would have produced substantial profits to ARC.
`|
`_
`SIXTH CAUSE OF ACTION
`CIVIL CONSPIRACY —
`
`So
`
`50.
`Plaintiffs hereby reincorporate by reference all the allegations in paragraphs 1 through
`44 as iftheywere set forth in full in this paragraph.
`|
`a
`51. Plaintiff is informed andbelieves and onthat basis allegesthatall of the named-
`defendants, and DOES 1 — 50, inclusive, knowingly and willfully conspired and agreed amongst
`
`themselves to engage in the above-described tortious misconduct for their own benefit and financial
`
`gain andto the detriment ofPlaintiff.
`52.
`- The Defendants commenced the hereinalleged misconduct within the last four (4)
`years and have continued in this course ofaction through the present date. Thelast act in furtherance
`ofthe conspiracy hasyet to occur as Defendants continue to engage in the aforesaid misconduct
`uninterrupted.
`|
`53.
`. Asaproximate result ofthe wrongful acts as herein alleged which form the subject
`matter of the conspiracy, Plaintiff has been generally damaged in an amountto be established
`
`accordingto proofattrial.
`54.
`Asa proximateresult ofthe wrongful acts as herein alleged which form the subject
`matter ofthe conspiracy, Plaintiffhas been specially damaged in an amountto be established
`
`|
`according to proofattrial.
`55.
`In doing the things herein alleged, the Defendants, and each of.them, acted willfully
`intentionally, and maliciously with total disregard of the rights of Plaintiff and with the intent to cause
`damagesto Plaintiff. Such conduct on the part of Defendants warrants an assessment ofpunitive
`
`damagesin an amountto be established according to proof and sufficient to punish Defendants and
`
`—0m
`
`YDAHWFFWwWWY
`
`1
`
`COMPLAINT
`
`

`

`Case 2:22-cv-02862 Document 1-2 Filed 04/29/22 Page 15 of 16 Page ID #:23
`Case 2:22-cv-02862 Document1-2 Filed 04/29/22 Page 15o0f16 Page ID #:23
`
`—0OoTYAHWBwPD:
`
`deter others from engagingin similar misconduct.
`|
`SEVENTH CAUSE OF ACTION
`DECLARATORY RELIEF
`__ Plaintiffs hereby reincorporate by referenceall the allegations in paragraphs 1 through
`36.
`57 as ifthey were setforth in full in this paragraph.
`
`37.
`
`ARCand Defendants entered into a written contract.
`
`ees
`
`58. While ARC was performingits obligations under that written contract acting as a
`
`clinical trial site for Defendants’ pharmaceutical study, Defendants madea false assertion that ARC
`had improperly recruited potential patients that were living in a homeless shelter(s), submitted those
`potential patients to Defendants for approval, and after their approval by Defendants, included those
`patients in theclinical trial study conducted by ARC for Defendants.
`' 59.
`Defendants usedthis supposed recruitmentof patients that resided in homeless shelters
`as a pretext toterminate ARC asa study site for the clinicaltrial.
`60. : ARC always contended, and still contends, that it did nothing wrong in either the
`recruitment, submission to Defendants for approval, or inclusion ofpatients in the clinical trial
`
`|
`
`conducted by ARC for Defendants with regard to.whether or not any of the study patients resided in
`homeless shelters.
`61.
`|
`Pursuant to California Code ofCivil Procedure §1060 er seg., ARC is requesting that
`the Court declare that Defendants improperly terminated ARCas a clinical trial site based on the
`pretext that ARChad improperly recruited, submitted for approval, and included withintheclinical
`
`trial study that ARC conducted for Defendants patients that resided in homeless shelters.
`
`12
`
`C