Case 1:21-cv-01647-JMS-MPB Document 1 Filed 06/10/21 Page 1 of 17 PageID #: 1
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`UNITED STATES DISTRICT COURT
`SOUTHERN DISTRICT OF INDIANA
`INDIANAPOLIS DIVISION
`
`Case No.: 1:21-cv-1647
`
`ALIXARX LLC,
`
`Plaintiff,
`
`v.
`
`WILLIAMS-FOSTER GROUP LLC D/B/A
`DYCORA TRANSITIONAL HEALTH &
`LIVING, DYCORA TRANSITIONAL
`HEALTH - CLOVIS LLC, DYCORA
`TRANSITIONAL HEALTH - FOWLER
`LLC, DYCORA TRANSITIONAL
`HEALTH - FRESNO LLC, DYCORA
`TRANSITIONAL HEALTH - GALT LLC,
`DYCORA TRANSITIONAL HEALTH -
`MANCHESTER LLC, DYCORA
`TRANSITIONAL HEALTH - MEMORY
`CARE FRESNO LLC, DYCORA
`TRANSITIONAL HEALTH - QUAIL
`LAKE LLC, DYCORA TRANSITIONAL
`HEALTH - REEDLEY LLC, DYCORA
`TRANSITIONAL HEALTH - SANGER
`LLC, DYCORA TRANSITIONAL
`HEALTH - WEBER OAKS LLC, AND
`JULIANNE WILLIAMS
`
`Defendants.
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`COMPLAINT
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`
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`Now comes Plaintiff AlixaRx LLC (“AlixaRx”), and for its Complaint against Defendants
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`Williams-Foster Group LLC d/b/a Dycora Transitional Health and Living; Dycora Transitional
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`Health – Clovis LLC; Dycora Transitional Health – Fowler LLC; Dycora Transitional Health –
`
`Fresno LLC; Dycora Transitional Health – Galt LLC; Dycora Transitional Health – Manchester
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`LLC; Dycora Transitional Health – Memory Care Fresno LLC; Dycora Transitional Health – Quail
`
`Lake LLC; Dycora Transitional Health – Reedley LLC; Dycora Transitional Health – Sanger LLC;
`
`Dycora Transitional Health – Weber Oaks LLC; and Julianne Williams, alleges as follows:
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`
`
`UNITED STATES DISTRICT COURT
`SOUTHERN DISTRICT OF INDIANA
`INDIANAPOLIS DIVISION
`
`Case No.: 1:21-cv-1647
`
`ALIXARX LLC,
`
`Plaintiff,
`
`v.
`
`WILLIAMS-FOSTER GROUP LLC D/B/A
`DYCORA TRANSITIONAL HEALTH &
`LIVING, DYCORA TRANSITIONAL
`HEALTH - CLOVIS LLC, DYCORA
`TRANSITIONAL HEALTH - FOWLER
`LLC, DYCORA TRANSITIONAL
`HEALTH - FRESNO LLC, DYCORA
`TRANSITIONAL HEALTH - GALT LLC,
`DYCORA TRANSITIONAL HEALTH -
`MANCHESTER LLC, DYCORA
`TRANSITIONAL HEALTH - MEMORY
`CARE FRESNO LLC, DYCORA
`TRANSITIONAL HEALTH - QUAIL
`LAKE LLC, DYCORA TRANSITIONAL
`HEALTH - REEDLEY LLC, DYCORA
`TRANSITIONAL HEALTH - SANGER
`LLC, DYCORA TRANSITIONAL
`HEALTH - WEBER OAKS LLC, AND
`JULIANNE WILLIAMS
`
`Defendants.
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`COMPLAINT
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`
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`Now comes Plaintiff AlixaRx LLC (“AlixaRx”), and for its Complaint against Defendants
`
`Williams-Foster Group LLC d/b/a Dycora Transitional Health and Living; Dycora Transitional
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`Health – Clovis LLC; Dycora Transitional Health – Fowler LLC; Dycora Transitional Health –
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`Fresno LLC; Dycora Transitional Health – Galt LLC; Dycora Transitional Health – Manchester
`
`LLC; Dycora Transitional Health – Memory Care Fresno LLC; Dycora Transitional Health – Quail
`
`Lake LLC; Dycora Transitional Health – Reedley LLC; Dycora Transitional Health – Sanger LLC;
`
`Dycora Transitional Health – Weber Oaks LLC; and Julianne Williams, alleges as follows:
`
`
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`Case 1:21-cv-01647-JMS-MPB Document 1 Filed 06/10/21 Page 2 of 17 PageID #: 2
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`PARTIES
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`1.
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`AlixaRx is a Texas-based for-profit limited liability corporation, organized under
`
`the states of Delaware with its principal place of business in Texas.
`
`2.
`
`Williams-Foster Group, LLC d/b/a Dycora Transitional Health & Living
`
`(“Dycora”) is a limited liability company organized under the law of Indiana, with its principal
`
`place of business in Fresno, Fresno County, California.
`
`3.
`
`Dycora Transitional Health - Clovis LLC (“Dycora Clovis”) is a limited liability
`
`company organized under the law of California, with its principal place of business in Clovis,
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`Fresno County, California.
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`4.
`
`Dycora Transitional Health - Fowler LLC (“Dycora Fowler”) is a limited liability
`
`company organized under the law of California, with its principal place of business in Fowler,
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`Fresno County, California.
`
`5.
`
`Dycora Transitional Health - Fresno LLC (“Dycora Fresno”) is a limited liability
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`company organized under the law of California, with its principal place of business in Fresno,
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`Fresno County, California.
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`6.
`
`Dycora Transitional Health - Galt LLC (“Dycora Galt”) is a limited liability
`
`company organized under the law of California, with its principal place of business in Galt,
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`Sacramento County, California.
`
`7.
`
`Dycora Transitional Health - Manchester LLC (“Dycora Manchester”) is a limited
`
`liability company organized under the law of California, with its principal place of business in
`
`Fresno, Fresno County, California.
`
`8.
`
`Dycora Transitional Health - Memory Care Fresno (“Dycora Memory Care
`
`Fresno”) is a limited liability company organized under the law of California, with its principal
`
`place of business in Fresno, Fresno County, California.
`
`2
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`
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`Case 1:21-cv-01647-JMS-MPB Document 1 Filed 06/10/21 Page 3 of 17 PageID #: 3
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`9.
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`Dycora Transitional Health - Quail Lake LLC (“Dycora Quail Lake”) is a limited
`
`liability company organized under the law of California, with its principal place of business in
`
`Stockton, San Joaquin County, California.
`
`10.
`
`Dycora Transitional Health & Living - Reedley (“Dycora Reedley”) is a limited
`
`liability company organized under the law of California, with its principal place of business in
`
`Reedley, Fresno County, California.
`
`11.
`
`Dycora Transitional Health & Living - Sanger (“Dycora Sanger”) is a limited
`
`liability company organized under the law of California, with its principal place of business in
`
`Sanger, Fresno County, California.
`
`12.
`
`Dycora Transitional Health & Living - Weber Oaks LLC (“Dycora Visalia”) is a
`
`limited liability company organized under the law of California, with its principal place of business
`
`in Stockton, San Joaquin County, California.
`
`13.
`
`Julianne Williams (Ms. Williams) is a citizen of the state of California, with her
`
`domicile in California and currently residing in California. Julianne Williams is domiciled in
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`California and so is a citizen of California under 28 U.S.C. § 1332.
`
`14.
`
`The parties listed in paragraphs 2 through 15 (collectively, “Defendants”) are
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`engaged in the business and operation of providing long-term care services for which they require
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`pharmacy products.
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`15.
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`The parties listed in paragraphs 3 through 12 are hereby collectively referred to as
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`the “Dycora Facilities.”
`
`16.
`
`Dycora is the corporate parent for each of the Dycora Facilities.
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`JURISDICTION AND VENUE
`
`17.
`
`The Court has subject matter jurisdiction over this case pursuant to 28 U.S.C. §
`
`1332(a)(1).
`
`3
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`Case 1:21-cv-01647-JMS-MPB Document 1 Filed 06/10/21 Page 4 of 17 PageID #: 4
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`18.
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`Each Defendant is subject to the jurisdiction of Indiana courts and this District
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`Court by virtue of their doing or transacting business in Indiana and/or their obligations under the
`
`agreement upon which AlixaRx’s claims arise—specifically, the agreement’s forum selection
`
`clause.
`
`19.
`
`Venue is proper in this jurisdiction pursuant to 28 U.S.C. § 1391(b)(2) and (b)(3)
`
`for the reasons described in paragraphs 1-19.
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`FACTUAL BACKGROUND
`
`THE ORIGINAL AGREEMENT
`
`20.
`
`On June 1, 2016, AlixaRx entered into a Pharmacy Provider Agreement (“Original
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`Agreement”, and collectively with amendments, “the Agreement”)) which purports to be between
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`AlixaRx and 21 Dycora subsidiaries, including the Dycora Facilities.
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`21.
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`The Agreement was negotiated and signed by Ms. Williams on behalf of each of
`
`the Dycora Facilities and on behalf of Dycora.
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`22.
`
`On information and belief, Ms. Williams is an owner of Dycora and each of the
`
`Dycora Facilities, and Ms. Williams has served as an officer and/or director of Dycora and each
`
`of the Dycora Facilities.
`
`23.
`
`Dycora acted and continues to act as the alter ego of each of its subsidiaries, and
`
`each subsidiary a mere instrumentality of Dycora.
`
`24.
`
`The purpose of the Agreement is to engage AlixaRx to act as the sole and exclusive
`
`provider of pharmacy products and services for the Dycora Facilities. A true and accurate copy of
`
`the Agreement is attached as Exhibit A.
`
`25.
`
`As the exclusive provider of pharmacy products for the Dycora Facilities, AlixaRx
`
`serves as the pharmacy services and clinical pharmacist provider for individual residents at the
`
`Dycora Facilities.
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`4
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`Case 1:21-cv-01647-JMS-MPB Document 1 Filed 06/10/21 Page 5 of 17 PageID #: 5
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`26.
`
`As outlined in Section 6.1 of the Agreement, AlixaRx provides Pharmacy Products
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`to the Dycora Facilities for which the Facility has Medicare Part A coverage or where the Facility
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`is paid a per diem or other fixed amount for health care services. AlixaRx then invoices each
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`Dycora Facility for these services pursuant to rates set forth in the Agreement. The Dycora
`
`Facilities are then supposed to pay AlixaRx for these charges but have failed to do so.
`
`27.
`
`As outlined in Section 6.2 of the Agreement, AlixaRx also provides pharmacy
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`services to patients at the Dycora Facilities who are covered by Medicaid and Medicare Part D.
`
`AlixaRx bills Medicaid or Medicare Part D providers directly for these services. Dycora Facilities
`
`are then responsible for paying AlixaRx for any non-covered charges.
`
`28.
`
`As outlined in Section 6.3 of the Agreement, AlixaRx also provides pharmacy
`
`services to patients at the Dycora Facilities who are covered by private insurance. AlixaRx bills
`
`private insurance providers directly for these services. Dycora Facilities are then responsible for
`
`paying AlixaRx for any non-covered charges.
`
`29.
`
`As outlined in Section 13.6 of the Agreement, “neither party may assign any of its
`
`respective rights, duties and/or obligations under this Agreement without the prior written consent
`
`of the other party.”
`
`30.
`
`As further outlined in Section 13.6 of the Agreement, “Facility… shall assign this
`
`Agreement to any person or entity which purchases or otherwise acquires the assets and operations
`
`of Facility…, and shall cause such person or entity to assume this Agreement.”
`
`31.
`
`As further outlined in Section 13.6 of the Agreement, “any sale of the assets or
`
`operations of Facility or Pharmacy without such assumption, or the execution of any agreement
`
`contemplating the sale of such assets or operations without such an assumption, shall constitute a
`
`breach of this Agreement.”
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`5
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`Case 1:21-cv-01647-JMS-MPB Document 1 Filed 06/10/21 Page 6 of 17 PageID #: 6
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`32.
`
`AlixaRx has been providing pharmacy services at the Dycora Facilities for years,
`
`including servicing the previous healthcare providers prior to Dycora purchasing operations of
`
`those Facilities.
`
`33.
`
`AlixaRx earns substantial revenue from the services it performs at the Dycora
`
`Facilities under Section 6.2 and Section 6.3 of the Agreement to patients with Medicaid, Medicare
`
`Part D, and private insurance.
`
`34.
`
`AlixaRx earns revenue of approximately $270,000 per month from such services,
`
`in addition to $120,000 in monthly revenue billed directly to Defendants, therefore monthly total
`
`revenues approximate $390,000.
`
`35.
`
`None of the revenue from services under Section 6.2 and Section 6.3 of the
`
`Agreement to patients with Medicaid, Medicare Part D, and private insurance is paid by the Dycora
`
`Facilities.
`
`36.
`
`37.
`
`AlixaRx earns substantial profits on this revenue.
`
`AlixaRx expects it would continue to earn the $390,000 per month in revenue for
`
`each additional month under the term of the Agreement.
`
`DYCORA FACILITIES’ FIRST FAILURE TO PAY AND ATTEMPTED BREACH
`
`38.
`
`Pursuant to Section 7.1 of the Agreement, the initial term of the Agreement was in
`
`effect until November 30, 2019.
`
`39.
`
`The initial term automatically renewed for a one-year period, until November 30,
`
`2020.
`
`40.
`
`As to payments, AlixaRx, pursuant to Section 6.1 of the Agreement, submits
`
`monthly invoices for the products and services provided by AlixaRx.
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`6
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`Case 1:21-cv-01647-JMS-MPB Document 1 Filed 06/10/21 Page 7 of 17 PageID #: 7
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`41.
`
`The total owed by Dyocra as of June 11, 2020 was $1,856,993.64, plus contractual
`
`interest of $342,676.21, for a total of $2,199,669.85. A true and accurate copy listing all unpaid
`
`balances as of June 11, 2020 is attached as Exhibit C.
`
`42.
`
`AlixaRx provided Pharmacy Products to patients of each Dycora Facility which for
`
`patients with Medicare Part A and for whom the Facility is paid a per diem or other fixed amount
`
`for health care services as outlined in section 6.1.1 of the Agreement.
`
`43.
`
`On information and belief, the Dycora Facilities submitted Medicare Cost Reports
`
`to the Centers for Medicare & Medicaid Services (“CMS”) for reimbursement of expenses which
`
`include providing pharmaceutical services to its patients.
`
`44.
`
`On information and belief, the Dycora Facilities represented to CMS that they
`
`incurred the cost for pharmaceutical services.
`
`45.
`
`46.
`
`On information and belief, the Dycora Facilities received payment by CMS.
`
`On information and belief, the Dycora Facilities have not paid AlixaRx for many
`
`of the pharmaceutical services which they reported on their Medicare Cost Reports.
`
`47.
`
`On information and belief, Ms. Williams has received payments from Dycora
`
`and/or the Dycora Facilities that include money received by CMS.
`
`48.
`
`On April 27, 2020, Julianne Williams, the Chief Executive Officer of Dycora, sent
`
`a letter to AlixaRx purporting to prematurely terminate the Agreement on July 1, 2020 or
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`December 1, 2020.
`
`49.
`
`Defendants did not have a right to terminate the Agreement on July 1, 2020 and
`
`only could terminate on December 1, 2020 if there were no outstanding balances owed.
`
`PARTIES’ SETTLEMENT AND SIGNED AMENDMENT
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`7
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`Case 1:21-cv-01647-JMS-MPB Document 1 Filed 06/10/21 Page 8 of 17 PageID #: 8
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`50.
`
` Following extensive negotiation, AlixaRx and Defendants negotiated and entered
`
`into the Pharmacy Provider Agreement Amendment 1 (the “Amendment”, a true and correct copy
`
`is attached hereto as Exhibit B).
`
`51.
`
`Pursuant to Section 1 of the Amendment, Dycora agreed to pay AlixaRx a
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`settlement of $400,000.
`
`52.
`
`53.
`
`Dycora in fact paid AlixaRx $400,000 over the course of several months in 2020.
`
`The $400,000 Dycora paid covered a portion of the outstanding interest charges
`
`owed by Dycora.
`
`54.
`
`Thus, as of June 8, 20201, the total amount owed by Dycora from the original
`
`failure to pay as of June 8, 2021, was $1,856,993.64 in principal, $241,502.41 in contractual
`
`interest (after deducting the $400,000 in interest already paid), for a total of $2,089,496.05.
`
`55.
`
`Pursuant to Section 2 of the Amendment, Dycora agreed to timely pay AlixaRx for
`
`future services.
`
`56.
`
`Pursuant to Section 3 of the Amendment, the term of the Agreement was extended
`
`until May 31, 2021.
`
`57.
`
`Pursuant to Section 4 of the Amendment, only on or after May 31, 2021, “either
`
`party may terminate the Agreement upon sixty (60) days' written notice but only if the terminating
`
`party is current within payment terms on all undisputed amounts owed at the time of notice and
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`remains current through the date of termination.” Otherwise, the term will continue to be
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`automatically extended pursuant to Section 7 of the Agreement.
`
`58.
`
`Pursuant to Section 7 of the Amendment, AlixaRx would forgive the outstanding
`
`amounts owed by Dycora unless Dycora violated provisions 1, 2 or 3 of the Amendment, in which
`
`case AlixaRx may pursue Dycora for the full amount that it was originally owed.
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`8
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`Case 1:21-cv-01647-JMS-MPB Document 1 Filed 06/10/21 Page 9 of 17 PageID #: 9
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`DYCORA’S NEXT INAPPROPRIATE ATTEMPT TO TERMINATE THE AGREEMENT
`AND ASSIGN ITS ASSETS
`
`
`On March 18, 2021, Julianne Williams, on behalf of Dycora and the Dycora
`
`59.
`
`Facilities, sent a letter to AlixaRx stating that, “As you know, your company has provided services
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`to certain facilities operated by Dycora Transitional Health & Living (the "Facilities"). We regret
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`to inform you that as of April 1, 2021, Dycora will no longer be involved in the operation or
`
`management of the Facilities. The last day that the Facilities will require your services will be
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`March 31, 2021.” A true and correct copy of the letter is attached hereto as Exhibit D.
`
`60.
`
`AlixaRx identified for Dycora that they had no right to terminate the Agreement or
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`transfer its assets. As of May 31, 2021, they could terminate with 60 days’ notice if they remained
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`current on outstanding balances.
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`61.
`
`Dycora then withdrew its claim that it would stop allowing AlixaRx to provide
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`services on April 1, 2021. A true and correct copy of Dycora’s withdrawal is attached hereto as
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`Exhibit E.
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`DYCORA’S CURRENT ATTEMPT TO TERMINATE THE AGREEMENT AND ASSIGN
`ITS ASSETS
`
`
`62.
`
`Dycora stopped paying AlixaRx for services in March of 2021.
`
`63.
`
`Dycora has disputed certain amounts owed by AlixaRx but not others. Pursuant to
`
`the Agreement, billing disputes are not a grounds to stop payment. A set procedure, ultimately
`
`ending in arbitration, is required for any billing disputes.
`
`64.
`
`Dycora has refused to respond to AlixaRx’s follow-ups concerning disputed
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`payments and has refused to engage in the dispute resolution procedures set forth in the Agreement.
`
`65.
`
`On April 8, 2021, AlixaRx provided Dycora notice that it was delinquent in its
`
`payments. A true and accurate copy is attached hereto as Exhibit F.
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`9
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`66.
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`In May of 2021, AlixaRx learned that Defendants were switching pharmacy
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`providers and would no longer use AlixaRx.
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`67.
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`Defendants never provided AlixaRx any justification for the discontinuation of
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`services.
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`68.
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`One provider informed AlixaRx that they would be using a different pharmacy and
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`that “Julianne with Dycora should have informed you.”
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`69.
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`70.
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`Beginning on May 30, Defendants stopped using AlixaRx for pharmacy services.
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`As of June 9, 2021, Dycora’s delinquent balance on amounts owed after the signing
`
`of Amendment 1 was $478,026.71, plus contractual interest of $6,753.08 for a total amount owed
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`of $484,779.79. A true and accurate copy listing all unpaid balances incurred from August 1, 2020
`
`through June 3, 2021 is attached as Exhibit G.
`
`71.
`
`Defendants are now using other providers who are using a different pharmacy
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`provider.
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`72.
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`AlixaRx has informed Dycora that it has no right to transfer its assets or operations
`
`and no right to terminate its agreement with AlixaRx.
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`73.
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`Defendants have not responded or stated they will not terminate the Agreement or
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`will not transfer their assets or operations.
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`74.
`
`The Agreement does not give Dycora a right to terminate based on Dycora’s
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`involvement or lack of involvement with the Dycora Facilities.
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`75.
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`Neither Dycora, nor any of the Dycora Facilities, has a current right to terminate
`
`the Agreement and the Amendment, as Defendants are not current on their balances nor was
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`appropriate notice of termination provided.
`
`76.
`
`The Agreement is with both Dycora and also each of the Dycora Facilities.
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`10
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`Case 1:21-cv-01647-JMS-MPB Document 1 Filed 06/10/21 Page 11 of 17 PageID #: 11
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`77. Whether or not Dycora is involved in operation or management of the Dycora
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`Facilities, the Facilities cannot terminate the Agreement with AlixaRx.
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`78.
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`Dycora and the Dycora Facilities cannot assign their assets or operations to another
`
`entity without AlixaRx’s consent.
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`79.
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`80.
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`AlixaRx has not provided consent for an assignment.
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`Dycora and the Dycora Facilities cannot assign their assets or operations to another
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`entity without causing that entity to assume the Agreement.
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`81.
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`Upon information and belief, each Facility has a license to operate as a health care
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`provider in the state of California.
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`82.
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`No entity has a right to use that license without using AlixaRx as its exclusive
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`pharmacy provider.
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`83.
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`Upon information and belief, Dycora and/or the Dycora Facilities have attempted
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`to assign their assets and/or operations to another entity.
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`84.
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`Upon information and belief, Dycora and/or the Dycora Facilities, or their
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`assignees, have already contracted with another pharmacy.
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`85.
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`AlixaRx has repeatedly asked Dycora for confirmation that it would not terminate
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`the Agreement or assign its assets, but Dycora has refused.
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`86.
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`Dycora did not pay AlixaRx the delinquent amounts within 60 days of receipt of
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`the notice provided on April 8, 2021.
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`87.
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`88.
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`Dycora has violated Section 2 of the Amendment.
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`Pursuant to Section 9 of the Amendment, AlixaRx’s release of its claims against
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`Dycora is now void because Dycora violated provision 2 of the Amendment.
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`11
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`ELEVATE HEALTH CARE
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`89.
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`90.
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`91.
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`Julianne Williams previously identified herself as the CEO of Dycora.
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`Julianne Williams now identifies herself as the CEO of Elevate Health Care.
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`Other staff members from Dycora also now identify themselves as employees of
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`Elevate Health Care.
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`92.
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`According to the Secretary of State of California, Elevate Health Care is not a
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`registered company in the state of California and is not a company authorized to do business in
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`California.
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`93.
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`On information and belief, Julianne Williams is using the name Elevate Health Care
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`in attempt to collect revenue using the licenses of Dycora and the Dycora Facilities while avoiding
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`to pay amounts owed by Dycora, including those to AlixaRx.
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`94.
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`On information and belief, neither Elevate Health Care nor Julianne Williams paid
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`Dycora or the Dycora Facilities sufficient consideration for any assets it purchased.
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`95.
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`Defendants sold operations at certain locations in order to raise money and did not
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`assign the rights of AlixaRx when doing so.
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`96.
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`On information and belief, money obtained by Defendants was improperly
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`transferred away from Dycora to Julianne Williams or Facilities controlled by her rather than to
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`pay Dycora’s outstanding liabilities.
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`97.
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`The providers currently operating at each of the locations of the Dycora Facilities
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`are continuing to operate using licenses under the State of California that are still owned by the
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`Dycora Facilities.
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`98.
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`On information and belief, Defendants continue to receive income and benefits
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`from these licenses.
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`12
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`Case 1:21-cv-01647-JMS-MPB Document 1 Filed 06/10/21 Page 13 of 17 PageID #: 13
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`99.
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`Elevate Health Care is a mere continuation of Dycora.
`
`100. Elevate Health Care is a mere continuation of each of the Dycora Facilities.
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`INTENTIONAL INTERFERENCE WITH CONTRACTUAL RELATIONS
`
`101. Ms. Williams knew of the contract between AlixaRx, Dycora, and the Dycora
`
`Facilities.
`
`102. Nevertheless, Ms. Williams took substantial steps to interfere with that contract.
`
`103. Ms. Williams caused Dycora and the Dycora Facilities to breach the Agreement
`
`with AlixaRx by transferring operations of Dycora Facilities without assigning the Agreement.
`
`104. On information and belief, Ms. Williams caused Dycora and the Dycora Facilities
`
`to stop paying AlixaRx for amounts owed.
`
`105. Ms. Williams intentionally disrupted the contract between AlixaRx, Dycora, and
`
`the Dycora Facilities without justification.
`
`106. On information and belief, Ms. Williams was not acting on behalf of Dycora but on
`
`behalf of herself.
`
`107. The actions of Ms. Williams have prevented Dycora and the Dycora Facilities from
`
`performing under the Contract and also have made performance by AlixaRx more expensive.
`
`108. AlixaRx has suffered substantial harm.
`
`109. The conduct of Ms. Williams was, at a minimum, a substantial factor in the harm
`
`suffered by AlixaRx.
`
`COUNT I
`
`BREACH OF CONTRACT (DYCORA, DYCORA FACILITIES)
`
`110. AlixaRx incorporates by reference the allegations of paragraphs 1 through 109 of
`
`the Complaint as though they were fully set forth herein.
`
`13
`
`
`
`Case 1:21-cv-01647-JMS-MPB Document 1 Filed 06/10/21 Page 14 of 17 PageID #: 14
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`111. AlixaRx performed all of its obligations under the Agreement by providing
`
`products and services to the Defendants and invoicing them for the same.
`
`112. The Defendants breached the Agreement by failing and/or refusing to pay for the
`
`amounts due.
`
`113. The Defendants also breached the Agreement through their premature termination
`
`of the same.
`
`114. The Defendants also breached the Agreement by assigning their assets and/or
`
`operations to another party without AlixaRx’s consent.
`
`115. The Defendants also breached the Agreement by assigning their assets and/or
`
`operations to another party without that party assuming the Agreement.
`
`116. As a direct and proximate result of the breach, AlixaRx has sustained damages in a
`
`principal amount to be proved at trial that is not less than $2,335,020.35, plus contractual interest
`
`at the rate of one percent per month which is at least $248,255.49, for a total of at least
`
`$2,583,275.84, plus other losses and damages suffered by Dycora’s breach of contract.
`
`117. All conditions precedent to AlixaRx’s claim have been performed, have occurred,
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`or have been excused.
`
`COUNT II
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`UNJUST ENRICHMENT (ALL DEFENDANTS)
`
`118. AlixaRx incorporates by reference the allegations of paragraphs 1 through 117 of
`
`the Complaint as though they were fully set forth herein.
`
`119. AlixaRx has provided Defendants with products and services worth at least
`
`$2,335,020.35 plus interest, that, to date, Defendants have failed to pay AlixaRx for.
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`14
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`
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`Case 1:21-cv-01647-JMS-MPB Document 1 Filed 06/10/21 Page 15 of 17 PageID #: 15
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`120. Defendants have accepted and used the products and services provided by AlixaRx
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`under such circumstances that it would be inequitable for Defendants to retain the products and
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`services without payment of their value to AlixaRx.
`
`121. Compensation in an amount not less than $2,335,020.35, plus interest is necessary
`
`to prevent the unjust enrichment of Defendants at the expense of AlixaRx.
`
`COUNT III
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`EQUITABLE ACCOUNTING (ALL DEFENDANTS)
`
`122. AlixaRx incorporates by reference the allegations of paragraphs 1 through 121 of
`
`the Complaint as though they were fully set forth herein.
`
`123. Due to the circumstances under and means by which Defendants have withheld
`
`money owed to AlixaRx, AlixaRx does not know what money Defendants have improperly
`
`withheld.
`
`124. AlixaRx is entitled to an order directing that an equitable accounting be performed
`
`by an independent firm, at Defendants’ expense, to determine the full extent of the funds received
`
`from the Federal Government and transferred between Defendants.
`
`COUNT IV
`
`INTENTIONAL INTERFERENCE WITH CONTRACTUAL RELATIONS (MS.
`WILLIAMS)
`
`125. AlixaRx incorporates by reference the allegations of paragraphs 1 through 124 of
`
`the Complaint as though they were fully set forth herein.
`
`126. Ms. Williams knew of the contract between AlixaRx and Dycora, her conduct
`
`prevented performance or made performance more expensive or difficult, and she intended this
`
`disruption or knew that disruption was certain or substantially certain to occur.
`
`15
`
`
`
`Case 1:21-cv-01647-JMS-MPB Document 1 Filed 06/10/21 Page 16 of 17 PageID #: 16
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`127. Ms. Williams’ disruptive conduct to the contract between AlixaRx and Dycora was
`
`without justification.
`
`128. AlixaRx was harmed by this disruption,
`
`129. Ms. Williams’ conduct was a substantial factor in causing the harm.
`
`130. Ms. Williams’ conduct was a direct and proximate cause of the harm. AlixaRx is
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`entitled to damages to be proven at trial in an amount that exceeds $478,026.71, plus punitive
`
`damages.
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`PRAYER FOR RELIEF
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`WHEREFORE, AlixaRx prays for relief as follows:
`
`131. A judgment in AlixaRx’s favor and against Defendants in the amount of at least
`
`$2,335,020.35, plus prejudgment and post judgment interest at the Agreement rate of one percent
`
`per month of at least $248,255.49, for a total of at least $2,583,275.84 plus other losses and
`
`damages suffered by Dycora’s breach of contract that shall be proved at trial, plus an award of
`
`punitive damages;
`
`132. An award of costs and attorneys’ fees and expenses incurred herein; and
`
`133. Any further relief that the Court deems just and equitable.
`
`
`
`
`
`16
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`
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`Case 1:21-cv-01647-JMS-MPB Document 1 Filed 06/10/21 Page 17 of 17 PageID #: 17
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`
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`Dated: June 10, 2021
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`
`
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`
`
`
`FAEGRE DRINKER BIDDLE & REATH
`
`/s/ Susanne A. Johnson
`Susanne A. Johnson (31338-64)
`300 N. Meridian Street, Suite 2500
`Indianapolis, Indiana 46204
`Telephone: (317) 237-0300
`Fax: (317) 237-1000
`susanne.johnson@faegredrinker.com
`
`Levi J. Giovanetto (pro hac vice motion to be
`filed)
`191 N. Wacker Drive, Suite 3700
`Chicago, Illinois 60606
`Telephone: (312) 569-1000
`levi.giovanetto@faegredrinker.com
`
`Attorneys for Plaintiff AlixaRx LLC
`
`
`
`17
`
`
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