Case 0:21-cv-61368-RKA Document 1 Entered on FLSD Docket 07/02/2021 Page 1 of 13
`
`IN THE UNITED STATES DISTRICT COURT
`SOUTHERN DISTRICT OF FLORIDA
`
`
`
`
`
`
`
`
`
`
`CIVIL ACTION FILE
`NO. ______________
`
`STREAMLINE HEALTHCARE
`SOLUTIONS, LLC,
`
` Plaintiff,
`
` v.
`
`CHRYSALIS HEALTH, INC.
`
` Defendant.
`
`
`
`
`COMPLAINT
`Plaintiff Streamline Healthcare Solutions, LLC (“Streamline”) brings this
`
`action for breach of contract and account stated against Chrysalis Health, Inc.
`
`(“Chrysalis”).
`
`NATURE OF THE ACTION
`1.
`
`This case arises from Chrysalis’s unlawful repudiation of a multi-year
`
`software agreement with Plaintiff Streamline. Chrysalis has failed to comply with
`
`the contractual provisions for revocation of the contract and continues to evade its
`
`contractual payment obligations. Streamline is entitled to recover the undisputed
`
`accrued fees as well as all amounts Chrysalis owes across the contract’s term.
`
`
`
`
`
`1
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`

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`Case 0:21-cv-61368-RKA Document 1 Entered on FLSD Docket 07/02/2021 Page 2 of 13
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`PARTIES, JURISDICTION AND VENUE
`
`2.
`
`Plaintiff Streamline is a limited liability company incorporated in Illinois.
`
`3.
`
`Defendant Chrysalis is a For Profit corporation incorporated in Florida.
`
`Chrysalis’s principal place of business is 3800 W. Broward Blvd., Ste. 100, Fort
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`Lauderdale, Florida 33312.
`
`4.
`
`Because Streamline is a limited liability company, its citizenship for
`
`diversity purposes is “determined by the citizenship of its members.” Rolling
`
`Greens MHP, LP v. Comcast SCH Holdings, LLC, 374 F.3d 1020, 1022 (11th Cir.
`
`2004). Streamline’s members include David Ryland, who is a resident of
`
`Michigan, and Javed Husain, who is a resident of Illinois.
`
`5.
`
`Accordingly, this Court possesses subject matter jurisdiction over this
`
`dispute under 28 U.S.C. § 1332(a)(1). This is a dispute between Streamline (a
`
`citizen of Michigan and Illinois) and Chrysalis (a citizen of Florida), and the
`
`amount in controversy in this action exceeds the sum or value of $75,000,
`
`exclusive of interest and costs.
`
`
`
`
`
`2
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`

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`Case 0:21-cv-61368-RKA Document 1 Entered on FLSD Docket 07/02/2021 Page 3 of 13
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`6.
`
`
`
`Chrysalis is subject to the personal jurisdiction and venue of this Court
`
`pursuant to 28 U.S.C. § 1391. Chrysalis may be served with process upon its
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`registered agent, Eduardo Lacasa, 1507 Sunset Drive, Coral Gables, Florida 33143.
`
`FACTS
`
`7.
`
`
`
`Plaintiff Streamline provides web-based enterprise software for healthcare
`
`organizations through its SmartCare application series.
`
`8.
`
`On December 11, 2020, Streamline and Chrysalis entered into a software
`
`licensing contract (“the Agreement”). The Agreement includes a master set of
`
`contract terms in a Software as a Services Agreement. The Agreement also
`
`contains a Maintenance Services Agreement, a Business Associate Agreement, a
`
`Hosting Services/Service Level Agreement, an Agreement to Access Custom
`
`Folder, and an Order Form. The Order Form included details about pricing,
`
`payment terms, and additional product descriptions. These documents are referred
`
`to collectively herein as the “Agreement,” and are attached hereto as Exhibit A.
`
`9.
`
`Under the Agreement, Chrysalis agreed to license Streamline’s enterprise
`
`software. Streamline agreed to implement its SmartCare Core application and
`
`
`
`3
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`

`

`Case 0:21-cv-61368-RKA Document 1 Entered on FLSD Docket 07/02/2021 Page 4 of 13
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`several related applications for Chrysalis’s facilities, and to maintain, host and
`
`support the SmartCare applications for the life of the Agreement.
`
`10.
`
`In exchange, Chrysalis agreed to pay Streamline implementation fees
`
`followed by annual fees for the duration of the Agreement. The full value of the
`
`Agreement amounts over $1.3 million in payments to Streamline by Chrysalis. See
`
`Exhibit A at 18.
`
`11.
`
`The Agreement defined an initial implementation period. Chrysalis agreed
`
`that Streamline would provide implementation and training services in exchange
`
`for fees as outlined in the Order Form. See Exhibit A at 3 ¶ 4.1.1. The parties
`
`agreed that any additional Customization or consulting services would be
`
`documented in a separate Standard of Work signed by both parties. See id. ¶ 4.1.2
`
`12.
`
`
`
`Chrysalis agreed to pay Streamline $301,000 for implementation services.
`
`Per the terms of the Agreement, payment is due as outlined in the Payment
`
`Schedule of the Order Form. See id. ¶ 3.2. Subsection E of the Order Form
`
`includes milestones for eight implementation payments, including $30,100 for
`
`Implementation Payment #3; $30,100 for Implementation Payment #4; $30,100 for
`
`
`
`4
`
`

`

`Case 0:21-cv-61368-RKA Document 1 Entered on FLSD Docket 07/02/2021 Page 5 of 13
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`Implementation Payment #5; and $15,050 for Implementation Payment #6. See Id.
`
`at 19.
`
`13.
`
`
`
`On February 3, 2021, Streamline invoiced Chrysalis $30,100 for
`
`Implementation Payment #3. See Exhibit C at 4. On February 23, 2021,
`
`Streamline invoiced Chrysalis $30,100 for Implementation Payment #4. Id. at 5.
`
`And on March 9, 2021, Streamline invoiced Chrysalis $15,050 for Implementation
`
`Payment #6. Id. at 6.
`
`14.
`
`
`
`The Agreement provides that in the event of “any dispute with any invoice,”
`
`Chrysalis will notify Streamline within 15 days of the invoice date. See Exhibit A
`
`at 3 ¶ 3.4. Chrysalis did not dispute the invoices for Implementation Payment #3,
`
`Implementation Payment #4, or Implementation Payment #6 within 15 days of the
`
`invoice date.
`
`
`
`15.
`
`
`
`Chrysalis has not paid Streamline for Implementation Payment #3,
`
`Implementation Payment #4, nor Implementation Payment #6.
`
`16.
`
`
`
`Chrysalis also agreed to pay Streamline $251,089 in annual subscription fees
`
`for the duration of the Agreement. See Exhibit A at 18.
`
`
`
`5
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`

`

`Case 0:21-cv-61368-RKA Document 1 Entered on FLSD Docket 07/02/2021 Page 6 of 13
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`17.
`
`
`
`The Agreement does not allow either Streamline or Chrysalis to terminate
`
`for convenience. Instead, the Cloud Services Agreement provides for termination
`
`only “[i]n the event of a Default.” See Exhibit A at 4 ¶ 6.2. “In the event of a
`
`default, the nondefaulting party may terminate this Agreement by providing
`
`written notice of termination to the defaulting party in accordance with Section
`
`10.4.” Id.
`
`18.
`
`Among other things, the Agreement defines “Default” to include a party’s
`
`uncured material breach of any of its obligations and Chrysalis’s failure to pay an
`
`undisputed fee within 20 days of the due date. See id. at 7 ¶ 12.9.
`
`
`
`The Agreement provides for a 30-day cure period after receiving written
`
`19.
`
`notice of a material breach. See Id. ¶ 12.9.1.
`
`20.
`
`
`
`The Agreement specifies that termination does not relieve Chrysalis of its
`
`obligation to pay the fees, expenses, and costs that are owed to Streamline. See Id.
`
`at 4 ¶ 6.3.
`
`
`
`
`
`
`
`6
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`

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`Case 0:21-cv-61368-RKA Document 1 Entered on FLSD Docket 07/02/2021 Page 7 of 13
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`21.
`
`
`
`On May 6, 2021, less than six months after the effective date of the
`
`Agreement, Chrysalis provided notice that it was terminating the Agreement and
`
`demanding a refund for the fees paid to Streamline. See May 6, 2021 letter,
`
`attached as Exhibit B. Chrysalis contended that the “functionality that we expected
`
`was either not present in the system” or would require additional programing,
`
`configuration, or customization. Id. Chrysalis did not provide notice of any
`
`alleged material breach by Streamline, nor did Chrysalis provide the requisite 30-
`
`day cure period.
`
`22.
`
`On May 26, 2021, Streamline responded to Chrysalis’s purported
`
`termination. See May 26, 2021 letter, attached as Exhibit C. Streamline provided
`
`notice that Chrysalis’s purported termination, delay, and refusal to make payments
`
`as due constituted material breaches of the Agreement. Id.
`
`23.
`
`Chrysalis has failed to pay the full amount it owes under the Agreement.
`
`COUNT I – BREACH OF CONTRACT
`24.
`
`Streamline repeats and realleges paragraphs 1 through 23 above as if fully
`
`stated herein.
`
`
`
`7
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`

`

`Case 0:21-cv-61368-RKA Document 1 Entered on FLSD Docket 07/02/2021 Page 8 of 13
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`
`
`The Agreement is a valid, binding contract between Streamline and
`
`25.
`
`Chrysalis.
`
`26.
`
`
`
`Chrysalis’s unilateral suspension of implementation and its refusal to allow
`
`Streamline to perform under the Agreement constitute an anticipatory breach,
`
`entitling Streamline to the full and accelerated value of the Agreement.
`
`27.
`
`More than 30 days have passed since Streamline provided Chrysalis with
`
`notice of Chrysalis’s breach of the Agreement. During that 30-day period,
`
`Chrysalis refused to take any steps to rectify its abandonment and breach of the
`
`Agreement and reiterated its demands for full reimbursement for the fees paid to
`
`Streamline.
`
`28.
`
`
`
`Chrysalis’s breach of contract has caused Streamline substantial damages.
`
`29.
`
`In addition, pursuant to the Agreement, Chrysalis owes Streamline monthly
`
`interest of 1.5% per month on all amounts Chrysalis was to pay under the contract,
`
`accruing from May 6, 2021. See id. at 3 ¶ 3.4.
`
`
`
`
`
`8
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`

`

`Case 0:21-cv-61368-RKA Document 1 Entered on FLSD Docket 07/02/2021 Page 9 of 13
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`COUNT II – ACCOUNT STATED
`
`30.
`
`Streamline repeats and realleges paragraphs 1 through 29 above as if fully
`
`stated herein.
`
`31.
`
`
`
`Chrysalis expressly promised to pay Streamline implementation fees
`
`according to the schedule set forth in subsection E of the Order Form.
`
`32.
`
`
`
`Streamline sent Chrysalis invoices in the amount of $30,100 due on March
`
`5, 2021 for Implementation Payment #3, $30,100 due on March 25, 2021 for
`
`Implementation Payment #4; and $15,050 due on May 8, 2021 for Implementation
`
`Payment #6. See Exhibit B. Chrysalis did not timely dispute these invoices.
`
`
`
`33.
`
`
`
`Chrysalis has not paid Streamline for Implementation Payment #3,
`
`Implementation Payment #4, nor Implementation Payment #6.
`
`34.
`
`Chrysalis agreed to pay Streamline monthly interest of 1.5% per month on
`
`late payments. See Exhibit A at 3 ¶ 3.4. Chrysalis owes Streamline interest at a
`
`rate of 1.5% accruing as of the due date of the invoice.
`
`
`
`
`
`9
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`

`

`Case 0:21-cv-61368-RKA Document 1 Entered on FLSD Docket 07/02/2021 Page 10 of 13
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`PRAYER FOR RELIEF
`
`
`
`WHEREFORE, Plaintiff respectfully prays for judgment as follows:
`1.
`That the Court enter judgment in favor of Streamline and against
`
`Chrysalis on all claims for relief;
`
`2.
`
`That the Court award Streamline all damages incurred, including 1.5
`
`percent monthly interest, in an amount to be proven at trial;
`
`That all costs be assessed against Chrysalis; and
`
`That the Court award such other and further relief as shall appear just
`
`3.
`
`4.
`
`and proper.
`
`This 2nd day of July, 2021.
`
`Respectfully submitted,
`
`/s/ John H. Rains IV
`John H. Rains IV
`Florida Bar No. 56859
`rains@bmelaw.com
`Tiana S. Mykkeltvedt
`mykkeltvedt@bmelaw.com
`(Pro hac to be filed)
`Megan E. Cambre
`cambre@bmelaw.com
`(Pro hac to be filed)
`
`
`BONDURANT MIXSON & ELMORE LLP
`1201 West Peachtree Street
`Suite 3900
`Atlanta, GA 30309
`404-881-4100-Phone
`404-881-4111-Fax
`
`
`
`
`10
`
`

`

`Case 0:21-cv-61368-RKA Document 1 Entered on FLSD Docket 07/02/2021 Page 11 of 13
`CIVIL COVER SHEET
`JS 44 (Rev. 10/20) FLSD Revised 02/12/2021
` The JS 44 civil cover sheet and the information contained herein neither replace nor supplement the filing and service of pleadings or other papers as required by law, except as provided
`by local rules of court. This form, approved by the Judicial Conference of the United States in September 1974, is required for the use of the Clerk of Court for the purpose of initiating
`the civil docket sheet. (SEE INSTRUCTIONS ON NEXT PAGE OF THIS FORM.) NOTICE: Attorneys MUST Indicate All Re-filed Cases Below.
` I. (a) PLAINTIFFS
`DEFENDANTS
`
`(b) County of Residence of First Listed Plaintiff
`(EXCEPT IN U.S. PLAINTIFF CASES)
`
`(c) Attorneys (Firm Name, Address, and Telephone Number)
`
`County of Residence of First Listed Defendant
`(IN U.S. PLAINTIFF CASES ONLY)
`IN LAND CONDEMNATION CASES, USE THE LOCATION OF
`THE TRACT OF LAND INVOLVED.
`
`NOTE:
`
` Attorneys (If Known)
`
`(d) Check County Where Action Arose:
`
` MIAMI- DADE
`
` MONROE
`
` BROWARD
`
` PALM BEACH
`
` MARTIN
`
` ST. LUCIE
`
` INDIAN RIVER
`
` OKEECHOBEE
`
` HIGHLANDS
`
`
`
`II. BASIS OF JURISDICTION (Place an “X” in One Box Only)
`1 U.S. Government
`
`Federal Question
` 3
`Plaintiff
`(U.S. Government Not a Party)
`
`III. CITIZENSHIP OF PRINCIPAL PARTIES (Place an “X” in One Box for Plaintiff)
`(For Diversity Cases Only)
`and One Box for Defendant)
` PTF
` DEF
` PTF DEF
` 1
` 1
`4
` 4
`
`Citizen of This State
`
`Incorporated or Principal Place
`of Business In This State
`
`2 U.S. Government
`Defendant
`
` 4
`
` Diversity
`(Indicate Citizenship of Parties in Item III)
`
`Citizen of Another State
`
` 2
`
` 2
`
`Incorporated and Principal Place
`of Business In Another State
`
`IV. NATURE OF SUIT (Place an “X” in One Box Only)
`CONTRACT
`TORTS
` PERSONAL INJURY
` PERSONAL INJURY
` 110 Insurance
` 120 Marine
` 310 Airplane
` 365 Personal Injury -
` 130 Miller Act
` 315 Airplane Product
`Product Liability
` 140 Negotiable Instrument
`
` Liability
` 367 Health Care/
` 150 Recovery of Overpayment
` 320 Assault, Libel &
` Pharmaceutical
`
` & Enforcement of Judgment
`
` Slander
` Personal Injury
` 151 Medicare Act
` 330 Federal Employers’
` Product Liability
` 152 Recovery of Defaulted
` Liability
` 368 Asbestos Personal
` Injury Product Liability
`
` Student Loans
`
` 340 Marine
`
` 3
`
` 3 Foreign Nation
`
`Citizen or Subject of a
` Foreign Country
` Click here for: Nature of Suit Code Descriptions
`FORFEITURE/PENALTY
`BANKRUPTCY
` 625 Drug Related Seizure
` 422 Appeal 28 USC 158
`
` of Property 21 USC 881
` 423 Withdrawal
`690 Other
`28 USC 157
`
`PERSONAL PROPERTY
` 370 Other Fraud
` 371 Truth in Lending
` 380 Other Personal
`
` Property Damage
` 385 Property Damage
` Product Liability
`
` (Excl. Veterans)
` 153 Recovery of Overpayment
`
` of Veteran’s Benefits
` 160 Stockholders’ Suits
` 190 Other Contract
` 195 Contract Product Liability
` 196 Franchise
`
` REAL PROPERTY
`210 Land Condemnation
`220 Foreclosure
`230 Rent Lease & Ejectment
`240 Torts to Land
`245 Tort Product Liability
`290 All Other Real Property
`
` 345 Marine Product
` Liability
` 350 Motor Vehicle
` 355 Motor Vehicle
` Product Liability
` 360 Other Personal
` Injury
` 362 Personal Injury -
` Med. Malpractice
`CIVIL RIGHTS
` 440 Other Civil Rights
` 441 Voting
` 442 Employment
` 443 Housing/
`Accommodations
` 445 Amer. w/Disabilities -
`
` Employment
` 446 Amer. w/Disabilities -
`
` Other
` 448 Education
`
`
`
`PROPERTY RIGHTS
` 820 Copyrights
` 830 Patent
` 835 Patent – Abbreviated
` New Drug Application
`840 Trademark
`880 Defend Trade Secrets
` Act of 2016
`SOCIAL SECURITY
` 861 HIA (1395ff)
` 862 Black Lung (923)
` 863 DIWC/DIWW (405(g))
` 864 SSID Title XVI
` 865 RSI (405(g))
`
`FEDERAL TAX SUITS
` 870 Taxes (U.S. Plaintiff
`
` or Defendant)
` 871 IRS—Third Party 26 USC
`7609
`
`LABOR
` 710 Fair Labor Standards
`
` Act
` 720 Labor/Mgmt. Relations
` 740 Railway Labor Act
` 751 Family and Medical
`
` Leave Act
` 790 Other Labor Litigation
` 791 Empl. Ret. Inc.
` Security Act
`
`IMMIGRATION
` 462 Naturalization Application
` 465 Other Immigration
` Actions
`
`5
`
`6
`
` 5
`
` 6
`
`OTHER STATUTES
`375 False Claims Act
`376 Qui Tam (31 USC
`3729 (a))
`400 State Reapportionment
`410 Antitrust
`430 Banks and Banking
`450 Commerce
`460 Deportation
`470 Racketeer Influenced and
`Corrupt Organizations
`480 Consumer Credit
` (15 USC 1681 or 1692)
`485 Telephone Consumer
`Protection Act (TCPA)
`490 Cable/Sat TV
`850 Securities/Commodities/
`Exchange
`890 Other Statutory Actions
`891 Agricultural Acts
`893 Environmental Matters
`895 Freedom of Information
`Act
`896 Arbitration
`899 Administrative Procedure
` Act/Review or Appeal of
`Agency Decision
`950 Constitutionality of State
`Statutes
`
` PRISONER PETITIONS
`Habeas Corpus:
` 463 Alien Detainee
` 510 Motions to Vacate
`Sentence
`Other:
`530 General
` 535 Death Penalty
` 540 Mandamus & Other
` 550 Civil Rights
` 555 Prison Condition
`560 Civil Detainee –
`
`Conditions of
`Confinement
` 5
`
`V. ORIGIN
`1 Original
`Proceeding
`
` (Place an “X” in One Box Only)
`2 Removed
` 3 Re-filed
`(See VI
`from State
`below)
`Court
`
`4 Reinstated
`or
`Reopened
`
`7 Appeal to
`District Judge
`from Magistrate
`Judgment
` NO
`b) Related Cases YES
`(See instructions): a) Re-filed Case YES
` DOCKET NUMBER:
` JUDGE:
`Cite the U.S. Civil Statute under which you are filing and Write a Brief Statement of Cause (Do not cite jurisdictional statutes unless diversity):
`
`Transferred from
`another district
`(specify)
`
` NO
`
`6 Multidistrict
`Litigation
`Transfer
`
`8
`
`
`
`Multidistrict
`Litigation
`– Direct
`File
`
` 9 Remanded from
`Appellate Court
`
`VI. RELATED/
`RE-FILED CASE(S)
`
`VII. CAUSE OF ACTION
`
`VIII. REQUESTED IN
`COMPLAINT:
`
` days estimated (for both sides to try entire case)
`LENGTH OF TRIAL via
`CHECK IF THIS IS A CLASS ACTION
`UNDER F.R.C.P. 23
`
`DEMAND $
`
`CHECK YES only if demanded in complaint:
`JURY DEMAND:
` Yes
` No
`
`
`
`ABOVE INFORMATION IS TRUE & CORRECT TO THE BEST OF MY KNOWLEDGE
`DATE
`SIGNATURE OF ATTORNEY OF RECORD
`
`FOR OFFICE USE ONLY : RECEIPT #
`
` AMOUNT
`
` IFP
`
` JUDGE
`
` MAG JUDGE
`
`Streamline Healthcare Solutions, LLC
`
`Chrysalis Health, Inc.
`
`Michigan and Illinois
`
`Bondurant Mixson & Elmore, 1201 W. Peachtree St., Atlanta, GA 30309; 404-881-4100
`
`n
`
`n
`
`28 USC 1332
`
`>$75,000
`
`

`

`Case 0:21-cv-61368-RKA Document 1 Entered on FLSD Docket 07/02/2021 Page 12 of 13
`
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`Case 0:21-cv-61368-RKA Document 1 Entered on FLSD Docket 07/02/2021 Page 13 of 13
`
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