Case 5:21-cv-01089-D Document 1 Filed 11/12/21 Page 1 of 27
`
`IN THE UNITED STATES DISTRICT COURT
`FOR THE WESTERN DISTRICT OF OKLAHOMA
`
`ELITE ANALYTICS GROUP INC.
`
`Plaintiff,
`
`v.
`
`REVAN HEALTH, LLC, REVAN
`HEALTH, INC., REVAN INC. dba
`REVAN RX, REVAN ENTERPRISES
`INC., and JUSTIN EVANS
`
`Defendants.
`
`)
`)
`)
`)
`)
`)
`)
`)
`)
`)
`)
`)
`
`CIV-21-1089-D
` Case No.____________________
`
`PLAINTIFF’S ORIGINAL COMPLAINT
`
`Plaintiff Elite Analytics Group Inc. (“Plaintiff” or “Elite Analytics”) files this
`
`Original Complaint against Defendants Revan Health, LLC, Revan Health, Inc.
`
`(collectively, “Revan Health”), Revan Inc. dba Revan Rx (“Revan Rx”), Revan Enterprises
`
`Inc. (“Revan Enterprises”), and Justin Evans (“Evans”), and would respectfully show the
`
`Court as follows:
`
`I.
`
`THE PARTIES
`
`1.
`
`Plaintiff Elite Analytics Group Inc. is a Delaware corporation organized with
`
`a principal place of business located in Dallas County, Texas. For purposes of diversity
`
`jurisdiction, Elite Analytics is not a citizen of Oklahoma.
`
`2.
`
`Defendant Revan Health, LLC is an Oklahoma limited liability company
`
`organized and existing under the laws of the State of Oklahoma with its principal place of
`
`_____________________________________________________________________________________________
`PLAINTIFF’S ORIGINAL COMPLAINT
`PAGE 1
`262443551v.1
`
`
`
`IN THE UNITED STATES DISTRICT COURT
`FOR THE WESTERN DISTRICT OF OKLAHOMA
`
`ELITE ANALYTICS GROUP INC.
`
`Plaintiff,
`
`v.
`
`REVAN HEALTH, LLC, REVAN
`HEALTH, INC., REVAN INC. dba
`REVAN RX, REVAN ENTERPRISES
`INC., and JUSTIN EVANS
`
`Defendants.
`
`)
`)
`)
`)
`)
`)
`)
`)
`)
`)
`)
`)
`
`CIV-21-1089-D
` Case No.____________________
`
`PLAINTIFF’S ORIGINAL COMPLAINT
`
`Plaintiff Elite Analytics Group Inc. (“Plaintiff” or “Elite Analytics”) files this
`
`Original Complaint against Defendants Revan Health, LLC, Revan Health, Inc.
`
`(collectively, “Revan Health”), Revan Inc. dba Revan Rx (“Revan Rx”), Revan Enterprises
`
`Inc. (“Revan Enterprises”), and Justin Evans (“Evans”), and would respectfully show the
`
`Court as follows:
`
`I.
`
`THE PARTIES
`
`1.
`
`Plaintiff Elite Analytics Group Inc. is a Delaware corporation organized with
`
`a principal place of business located in Dallas County, Texas. For purposes of diversity
`
`jurisdiction, Elite Analytics is not a citizen of Oklahoma.
`
`2.
`
`Defendant Revan Health, LLC is an Oklahoma limited liability company
`
`organized and existing under the laws of the State of Oklahoma with its principal place of
`
`_____________________________________________________________________________________________
`PLAINTIFF’S ORIGINAL COMPLAINT
`PAGE 1
`262443551v.1
`
`
`
`Case 5:21-cv-01089-D Document 1 Filed 11/12/21 Page 2 of 27
`
`
`
`business located at 5601 NW 72nd Street, Suite 142, Warr Acres, Oklahoma 73132.
`
`According to filings made with the Oklahoma Secretary of State, Defendant may be served
`
`through its registered agent, Revan Enterprises Inc., which is located at the same address.
`
`Justin Evans is Revan Health, LLC’s CEO and the Registered Agent for Revan Enterprises
`
`Inc.
`
`
`
`3.
`
`Defendant Revan Health, Inc. is an un-registered Oklahoma corporation that
`
`acts as a representative of Revan Health, LLC. Defendant may be served at 5601 NW 72nd
`
`Street, Suite 142, Warr Acres, Oklahoma 73132. Justin Evans is Revan Health, Inc.’s CEO.
`
`
`
`4.
`
`Defendant Revan Inc. dba Revan Rx is an Oklahoma corporation organized
`
`and existing under the laws of the State of Oklahoma with its principal place of business
`
`located at 5601 NW 72nd Street, Suite 242, Warr Acres, Oklahoma 73132. Defendant also
`
`may be served through its registered agent, Revan, Inc., which is located at 1706 Lionsgate
`
`Circle, Bethany, Oklahoma, 73008, which is the residence of Revan Rx’s CEO, Justin
`
`Evans.
`
`
`
`5.
`
`Defendant Revan Enterprises Inc. is an Oklahoma limited liability company
`
`organized and existing under the laws of the State of Oklahoma with its principal place of
`
`business located at 5601 NW 72nd Street, Suite 142, Warr Acres, Oklahoma 73132. Justin
`
`Evans is Defendant’s Registered Agent.
`
`
`
`6.
`
`Defendant Justin Evans is the CEO of Defendants Revan Health, LLC, Revan
`
`Health, Inc., Revan Rx. He is the registered agent for Revan Enterprises Inc. Defendant
`
`is a citizen of Oklahoma who may be served with process at his residence, which is located
`
`_____________________________________________________________________________________________
`PLAINTIFF’S ORIGINAL COMPLAINT
`
`PAGE 2
`262443551v.1
`
`
`
`Case 5:21-cv-01089-D Document 1 Filed 11/12/21 Page 3 of 27
`
`
`
`at 1706 Lionsgate Circle, Bethany, Oklahoma, 73008. Defendant may also be served with
`
`process at the business address of 5601 NW 72nd Street, Warr Acres, Oklahoma 73132 in
`
`either Suite 142 or 242.
`
`II.
`
`JURISDICTION AND VENUE
`
`
`
`7.
`
`This Court has jurisdiction under 28 U.S.C. § 1332 as the action is between
`
`citizens of a State and a citizen or subject of a foreign state, and the amount in controversy
`
`in this action exclusive of interest and costs, exceeds the sum of $75,000.00.
`
`
`
`8.
`
`This Court further has supplemental or pendant jurisdiction over Elite
`
`Analytics’ state law claims under 28 U.S.C. § 1367 because the claims form part of the
`
`same case or controversy.
`
`9.
`
`This Court personal jurisdiction over each of the Defendants because they
`
`are each citizens of the State of Oklahoma and reside or do business within the district.
`
`
`
`10. Venue is proper in this judicial district under 28 U.S.C. § 1391(b)(1) and
`
`(b)(2).
`
`III. FACTUAL BACKGROUND
`
`A.
`
`Background on the 340B Program for Covered Drugs.
`
`11.
`
`Plaintiff Elite Analytics provides administration services to pharmacies and
`
`clinics that are approved to participate in the federal 340B Program. The 340B Program is
`
`a federally mandated program that requires drug manufacturers to offer significant
`
`discounts on eligible drugs (“Covered Drugs”) to qualifying healthcare providers. The
`
`qualifying healthcare providers, known as “Covered Entities,” generally include hospitals,
`
`_____________________________________________________________________________________________
`PLAINTIFF’S ORIGINAL COMPLAINT
`
`PAGE 3
`262443551v.1
`
`
`
`Case 5:21-cv-01089-D Document 1 Filed 11/12/21 Page 4 of 27
`
`
`
`specialty clinics and their associated outpatient facilities that serve certain patient
`
`demographics such as HIV, STD and cancer patients, along with uninsured or under-
`
`insured patients eligible for assistance under the Health Resources and Services
`
`Administration (“HRSA”). The 340B Program requires the Covered Entities to contract
`
`with a qualifying pharmacy (the “Contract Pharmacy”), which receives and stores the
`
`Covered Drugs from the drug manufacture or wholesaler and dispenses the medications to
`
`eligible patients.
`
`12.
`
`Thus, under the 340B Program, a Covered Entity purchases the Covered
`
`Drugs at a significant discount from a drug wholesaler, the Covered Drugs are shipped to
`
`the Contract Pharmacy for dispensing to eligible patients, and then the Contract Pharmacy
`
`bills the patients’ insurance companies for the full price of the Covered Drugs. Buying
`
`drugs at a discounted rate and billing the full price allows Covered Entities and Contract
`
`Pharmacies to generate revenue to serve their communities. The surplus funds, called “340
`
`Revenue,” reduce the financial burden of medications or other medical care for uninsured,
`
`under-insured, and low-income patients.
`
`
`
`13. One challenge to the 340B Program is establishing a tracking system suitable
`
`to prevent the diversion of Covered Drugs to individuals who are not eligible patients, or
`
`to ensure duplicate rebates and discounts through Medicaid are not received for the
`
`Covered Drugs. Keeping track of the volume of records and documentation required to
`
`administer the 340B Program can be complex and time consuming. Covered Entities and
`
`Contract Pharmacies that participate in the 340B program are subject to audit by both the
`
`U.S. Health Resources & Services Administration (“HRSA”) and by drug manufacturers.
`_____________________________________________________________________________________________
`PLAINTIFF’S ORIGINAL COMPLAINT
`
`PAGE 4
`262443551v.1
`
`
`
`Case 5:21-cv-01089-D Document 1 Filed 11/12/21 Page 5 of 27
`
`
`
`
`
`14.
`
`Plaintiff Elite Analytics has knowledge and experience in the unique
`
`requirements of the 340B Program, and it provides Third Party Administrative (“TPA”)
`
`services to Covered Entities and Contract Pharmacies to ensure compliance with federal
`
`law and preparation for audits. Elite Analytics developed proprietary software that tracks
`
`drug inventory, drug orders, patient prescriptions, billing, and payments from insurance
`
`companies. This software is known as 340B Analytic Data Software. Elite Analytics
`
`collects an administrative fee from clients for its management services, which includes
`
`access to the data collected by its proprietary software.
`
`
`
`15. Another challenge to the 340B Program is that often Covered Entities and
`
`Contract Pharmacies just starting up lack the financial resources to pay for the Covered
`
`Drugs. Elite Analytics eliminates this burden by pre-ordering inventory from drug
`
`wholesalers on the 340B account and advancing funds to pay for the Covered Drugs.
`
`Insurers send payment to the Contract Pharmacy at the full price for the Covered Drugs,
`
`the Contract Pharmacy deducts its dispensing fees, then it pays Elite Analytics, which sends
`
`the Covered Entity its portion of the 340B Revenue, less Elite Analytics’ administrative
`
`fees and the cost of the Covered Drugs.
`
`C.
`
`The Agreement between Revan Health and Elite Analytics.
`
`
`
`16. Defendant Justin Evans (“Evans”) is the CEO of Revan Health, which
`
`operates a clinic serving the LGBTQ community in Warr Acres, Oklahoma as a Covered
`
`Entity. On October 1, 2020, Evans signed the Master Administrative Services Agreement
`
`(“MASA”) with Elite Analytics on behalf of Revan Health.
`
`_____________________________________________________________________________________________
`PLAINTIFF’S ORIGINAL COMPLAINT
`
`PAGE 5
`262443551v.1
`
`
`
`Case 5:21-cv-01089-D Document 1 Filed 11/12/21 Page 6 of 27
`
`
`
`
`
`17.
`
`Section 9.1 provided the contractual period of the MASA commenced on the
`
`Effective Date, October 1, 2020 and continued for a period of 3 years from the Launch
`
`Date (the “Initial Term”). The Launch Date occurred on or after October 1, 2020. Section
`
`9.1 further provided that after the Initial Term, “this Agreement shall automatically renew
`
`for successive one (1) year terms, with each year being a “Renewal Term.” Thus, the
`
`parties agreed to a three-year Initial Term, followed by separate one-year Renewal Terms.
`
`
`
`
`
`18.
`
`Importantly, Section 9.1 also provided:
`
` Unless terminated sooner as otherwise provided in this
`Section, either Party may terminate this Agreement without
`cause or penalty upon the provision of at least ninety (90) days
`written notice prior to the end of the then current term, with
`termination effective on the last day of such term (whether an
`Initial Term or a Renewal Term).1
`
`19. However, if a party materially breached the MASA, the Agreement could be
`
`terminated by the non-breaching party within 30 days upon written notice giving the
`
`breaching party an opportunity to cure the breach: Section 9.2 provided:
`
`In the event of a material breach of any of the terms of this
`Agreement by a Party, then the non-breaching Party may
`terminate this Agreement upon thirty (30) days prior written
`notice to the breaching Party unless the breaching Party cures
`such breach within such thirty (30) days.2
`
`In summary, there are only two ways a party could terminate the Initial three-
`
`
`
`20.
`
`year term of the MASA:
`
`
`1 Emphasis added.
`2 Emphasis added.
`_____________________________________________________________________________________________
`PLAINTIFF’S ORIGINAL COMPLAINT
`
`PAGE 6
`262443551v.1
`
`
`
`Case 5:21-cv-01089-D Document 1 Filed 11/12/21 Page 7 of 27
`
`
`
`
`
`21.
`
`(a) written notice 90 days before the Initial Term of three years
`ended; or
`
`
`(b) written notice after a material breach of the MASA occurred
`that specified the breaching conduct and provided the
`breaching party a 30-day cure period, and the breaching party
`failed to cure the breach during this period.
`
`
`Section 11.13 of the MASA required all written notices had to be sent “using
`
`a national overnight delivery service, postage prepaid with next-business day delivery
`
`guaranteed.
`
`
`
`22.
`
`Section 4.2.4 of the MASA, provided Elite Analytics was not obligated to
`
`remit any funds to Revan Health until Elite Analytics received payment from Revan Rx:
`
`The amount remitted to [Revan Health] shall be based upon
`amounts appropriately collected from [Revan Rx] for Covered
`Drugs dispensed during the dispensing period, less: (a) the
`applicable Dispensing Fee retained by [Revan Rx]; (b) the
`Administrative Fee retained by [Elite Analytics]; and (c) any
`offset amounts required for any True-Up Process or reversals.
`
`Section 4.3 of the MASA explicitly provided, “Elite Analytics shall not be
`
`
`
`23.
`
`responsible for pursuing any unresolved claims for payment that may exist with Revan
`
`Rx….”
`
`
`
`24.
`
`Instead, Section 6.4 of the MASA made Revan Health liable for any
`
`administrative fees and other amounts of compensation that Revan Rx failed to pay.
`
`
`
`25. Under Section 11.10 of the MASA, the parties agreed “the validity,
`
`interpretation, enforceability, and performance of this Agreement shall be governed by and
`
`construed in accordance with the laws of the State of Texas.”
`
`_____________________________________________________________________________________________
`PLAINTIFF’S ORIGINAL COMPLAINT
`
`PAGE 7
`262443551v.1
`
`
`
`Case 5:21-cv-01089-D Document 1 Filed 11/12/21 Page 8 of 27
`
`
`
`B.
`
`
`
`The Agreement Between Revan Rx and Elite Analytics Related to Dispensing
`Covered Drugs for Revan Health.
`
`26.
`
`Justin Evans, Revan Health’s CEO, is also the CEO of Revan Rx, the
`
`Contract Pharmacy.
`
`27. On July 1, 2020, Evans executed the Contract Pharmacy Service Agreement
`
`on behalf of Revan Rx (“CPSA”) implementing Elite Analytics’ TPA services. Under the
`
`CPSA, Revan Rx was granted access to data Elite Analytics collected with its proprietary
`
`340B Analytic Data Software.
`
`28. Under the CPSA, Elite Analytics bills a Contract Pharmacy – in this case,
`
`Revan Rx – for payments, whether the payments are in the form of insurance payments,
`
`cash, patient assistance programs or any other form of payment received by the pharmacy.
`
`Once the payment is received by the Contract Pharmacy, the Contract Pharmacy deducts a
`
`dispensing fee, then it pays Elite Analytics. After Elite Analytics receives payment from
`
`the Contract Pharmacy, it sends payment to the Covered Entity, less any of Elite Analytics’
`
`administration and/or management fees.
`
`29.
`
`Paragraph 10 of the CPSA required Revan Rx to remit payment to Elite
`
`Analytics on a monthly basis. Upon receiving payment, Elite Analytics deducted its fees,
`
`then it paid Revan Health’s portion of the funds to Revan Health.
`
`
`
`30.
`
`Paragraph 5(a) of the CPSA required Revan Rx to “dispens[e] Covered
`
`Drugs to Eligible Patients in accordance with all applicable State and Federal statutes and
`
`regulations.” Paragraph 5(b) of the CPSA required Revan Rx to “maintain[] all records
`
`and reports required under this Agreement, Section 340B, and by any applicable Federal
`
`_____________________________________________________________________________________________
`PLAINTIFF’S ORIGINAL COMPLAINT
`
`PAGE 8
`262443551v.1
`
`
`
`Case 5:21-cv-01089-D Document 1 Filed 11/12/21 Page 9 of 27
`
`
`
`and State law and regulations.” Paragraph 5(b) also required that “such records… shall be
`
`available for inspection and audit.”
`
`
`
`31.
`
`Paragraph 17 of the CPSA provided the term of the Agreement commenced
`
`on the Launch Date, October 1, 2020, and continued for a period of three (3) years.
`
`
`
`32. However, Paragraph 17.1 provided Elite Analytics with the right of
`
`immediate termination of the CPSA if Revan Rx materially breached the Agreement:
`
`[Elite Analytics] may terminate this Agreement, immediately
`and without prior notice, upon a material breach of this
`Agreement by Contract Pharmacy [Revan Rx].3
`
`In Paragraph 18 of the CPSA, the parties agreed the Agreement shall be
`
`
`
`33.
`
`interpreted according to Texas law.
`
`D.
`
`
`
`Additional Agreements Between Revan Rx and Elite Analytics Related to
`Dispensing Covered Drugs for Other Covered Entities.
`
`34.
`
`Justin Evans, as Revan Rx’s CEO, executed similar CPSAs with Elite
`
`Analytics in connection with dispensation of Covered Drugs for three other Covered
`
`Entities.
`
`35. On April 7, 2020, Revan Rx signed a CPSA in connection with Community
`
`Nursing Center of Oklahoma d/b/a Diversity Family Health (“Diversity Family Health”),
`
`a Covered Entity operating a clinic in Oklahoma City, Oklahoma.
`
`36. On July 1, 2020, Revan Rx signed a CPSA in connection with Guiding Right,
`
`Inc., a Covered Entity operating a clinic in Oklahoma City, Oklahoma.
`
`
`3 Emphasis added.
`_____________________________________________________________________________________________
`PLAINTIFF’S ORIGINAL COMPLAINT
`
`PAGE 9
`262443551v.1
`
`
`
`Case 5:21-cv-01089-D Document 1 Filed 11/12/21 Page 10 of 27
`
`
`
`37. On July 1, 2020, Revan Rx signed a CPSA in connection with Abounding
`
`Prosperity, Inc., a Covered Entity operating a clinic in Dallas, Texas.
`
`38.
`
`These Covered Entities are not affiliated with Revan Health. They have a
`
`contractual relationship with Revan Rx, as the Contract Pharmacy, and Elite Analytics, as
`
`the TPA providing administrative services.
`
`E.
`
`Revan Rx’s Drug Dispensing Irregularity and Refusal to Cooperate with Audit.
`
`
`
`39. On September 13-14, 2021, Elite Analytics’ COO, Andrew Green (“Green”)
`
`attempted to verify a patient’s eligibility for prescribed Covered Drugs as part of the
`
`administrative duties required under Paragraph 3 of the CPSA and Paragraphs 5 and 7 of the
`
`MASA.
`
`
`
`40. Green attempted to perform the verification process three times – once on
`
`September 13th and twice on the afternoon of September 14th – by remotely logging into
`
`Revan Rx’s pharmacy processing system. On two occasions, Green’s access was abruptly
`
`terminated so he could not complete the verification process. Green’s third attempt at logging
`
`in was successful.
`
`
`
`41. Green discovered a dispensing and/or billing irregularity by Revan Rx. A
`
`prescription processed by the pharmacy submitted to a payor for reimbursement was for a 90-
`
`day supply of the Covered Drug, but the order requested was for a 30-day supply of the
`
`Covered Drug.
`
`_____________________________________________________________________________________________
`PLAINTIFF’S ORIGINAL COMPLAINT
`
`PAGE 10
`262443551v.1
`
`
`
`Case 5:21-cv-01089-D Document 1 Filed 11/12/21 Page 11 of 27
`
`
`
`
`
`42. At 7:14 PM on September 14th, Green emailed Justin Evans, the CEO of both
`
`Revan Rx and Revan Health, and Jason Revel, Revan Rx’s Pharmacy Director and the
`
`Pharmacy Consultant for Revan Health, about the irregularity and need for an audit.
`
`
`
`43. On September 15, 2021, by couriered letter, Elite Analytics provided written
`
`notice to Evans and Revel that an audit of Revan Rx was necessary under Paragraph 3 of the
`
`CPSA and Sections 5 and 7 of the MASA. Revan Rx and Revan Health did not respond.
`
`
`
`44. On September 17, 2021, Elite Analytics proposed a date of September 22, 2021
`
`for the audit, and explained the audit would take approximately 3 to 5 days during regular
`
`business hours. Elite Analytics stated if the date of September 22nd was inconvenient, then
`
`Revan Rx could propose two alternative dates. No audit dates were proposed by Revan Rx.
`
`
`
`45. On September 22, 2021, Evans requested a conference call to discuss the audit.
`
`Elite Analytics agreed and proposed a call for the following day.
`
`
`
`46. On September 23, 2021, Elite Analytics was informed Evans would not be
`
`involved in the requested conference call; however, Revel was present on behalf of Revan
`
`Rx. Revel agreed Revan Rx would cooperate with the audit.
`
`
`
`47. On September 27, 2021, Elite Analytics sent an email to Evans and Revel
`
`describing the documents needed from Revan Rx to complete the audit. Elite Analytics
`
`requested the documents be made available on or before the audit on September 30, 2021 to
`
`facilitate the expeditiousness of the audit and to reduce the presence of the examiners inside
`
`the pharmacy’s space. Revan Rx requested no more than two examiners be present inside the
`
`pharmacy during the audit; Elite Analytics agreed to the request.
`_____________________________________________________________________________________________
`PLAINTIFF’S ORIGINAL COMPLAINT
`
`PAGE 11
`262443551v.1
`
`
`
`Case 5:21-cv-01089-D Document 1 Filed 11/12/21 Page 12 of 27
`
`
`
`
`
`48. On the evening of September 27th, Evans responded by email requesting Elite
`
`Analytics provide an explanation for the requested documents, and he proposed a second
`
`conference call.
`
`
`
`49. On September 28, 2021, Elite Analytics provided a reasonable basis for the
`
`requested documents in furtherance of the audit. And, Elite Analytics confirmed willingness
`
`to engage in another conference call. Evans and Revel did not respond.
`
`
`
`50. On September 29, 2021 – the day before the audit – Elite Analytics sent another
`
`email requesting the status of the requested documents. It again confirmed a willingness to
`
`engage in a conference call with the representatives of Revan Rx and Revan Health.
`
`
`
`51. At 9:59 PM on September 29th – less than twelve hours before the scheduled
`
`audit – Evans, the CEO for both Revan Rx and Revan Health, sent an email imposing
`
`conditions that were not agreed upon and/or were lacking in contractual authority. Revan Rx
`
`refused to cooperate with the audit.
`
`F.
`
`Justin Evans’ Misappropriation of Revan Rx Funds.
`
`
`
`52. On September 17, 2021, Rex Green, Elite Analytics’ CEO, received a telephone
`
`call from Kyle Lawson (“Lawson”), who is the former Director of Operations (“DOO”) for
`
`Revan Health. As the DOO, Lawson was privy to financial records and bank accounts for
`
`both Revan Health and Revan Rx.
`
`
`
`53.
`
`Lawson provided Green with examples of Justin Evans’ misappropriation funds
`
`from Revan Rx’s bank account for Evans’ personal use. According to Lawson, Evans bought
`
`_____________________________________________________________________________________________
`PLAINTIFF’S ORIGINAL COMPLAINT
`
`PAGE 12
`262443551v.1
`
`
`
`Case 5:21-cv-01089-D Document 1 Filed 11/12/21 Page 13 of 27
`
`
`
`$15,000.00 in furniture for his home on Revan Rx’s debit card. Over the Labor Day weekend,
`
`Evans spent more than $5,000.00 of Revan Rx’s funds for a beach trip, where he rented an
`
`Airbnb and purchased liquor and food.4
`
`54.
`
`Lawson also became concerned when he learned Evans intended to transfer
`
`$25,000.00 from Revan Rx’s account to pay personal bills. Lawson said he told Evans,
`
`“That’s against the law. You can’t just move money from the pharmacy to your personal
`
`account. Some of that is federal money.” Evans responded that he “could do whatever the
`
`f*** he wants.”
`
`55.
`
`Lawson stated Evans has not paid payroll taxes during the 2021 Tax Year.
`
`Lawson said Evans planned to reclassify an employee as an independent contractor to avoid
`
`paying payroll taxes after the employee left her job. Lawson warned Evans such action was
`
`tax evasion, and he would not engage in the illegal activity.
`
`IV. CAUSES OF ACTION
`COUNT ONE – BREACH OF CONTRACT BY REVAN RX
`(REVAN HEALTH ACCOUNT)
`Plaintiff Elite Analytics re-alleges and incorporates by reference each and
`
`56.
`
`every allegation set forth above.
`
`
`
`57. On July 22, 2021, representatives for Elite Analytics and Revan Rx and
`
`Revan Health met in Dallas, Texas to discuss Revan Rx’s failure to make its monthly
`
`payments to Elite Analytics. The arrearage was growing.
`
`
`4 Additionally, on November 5-8, 2021, Evans closed the pharmacy while on a vacation to Hawaii.
`_____________________________________________________________________________________________
`PLAINTIFF’S ORIGINAL COMPLAINT
`
`PAGE 13
`262443551v.1
`
`
`
`Case 5:21-cv-01089-D Document 1 Filed 11/12/21 Page 14 of 27
`
`
`
`
`
`58. Revan Rx’s non-payment impacted Elite Analytics in two important ways.
`
`First, Elite Analytics was deprived of its administrative fees for services rendered. Second,
`
`Elite Analytics had advanced substantial sums to a drug wholesaler on behalf of Revan
`
`Health so that an inventory of Covered Drugs could be purchased. The drug wholesaler
`
`sent the Covered Drugs to Revan Rx. Revan Rx collected payments from insurers and
`
`other payors, but it was not abiding by the contractual obligation to send the monthly
`
`payments to Elite Analytics. Thus, Elite Analytics also was deprived of reimbursement of
`
`funds it advanced to purchase an inventory of Covered Drugs for Revan Health’s patients.
`
`59. Although Revan Health and Revan Rx are controlled by the same CEO,
`
`Justin Evans, Revan Health claimed it could not repay Elite Analytics for the money
`
`advanced to purchase the Covered Drugs without receiving its share of the fees still held
`
`by Revan Rx.
`
`
`
`60.
`
`Evans acknowledged during the Dallas meeting that the money was due and
`
`owing to Elite Analytics.
`
`
`
`61. On September 15, 2021, by letter, Elite Analytics notified Revan Rx that it
`
`was in material breach of Paragraph 10 of the CPSA because it had not paid outstanding
`
`invoices in the amount of $236,298.08. The arrearage had accumulated over a three-month
`
`period despite Elite Analytics’ repeated requests for payment.
`
`
`
`62.
`
`Elite Analytics provided Revan Rx with three business days to pay off the
`
`balance. Elite Analytics warned that, if Revan Rx refused to timely remit payment, it would
`
`terminate the CPSA and pursue all legal means for collection.
`
`_____________________________________________________________________________________________
`PLAINTIFF’S ORIGINAL COMPLAINT
`
`PAGE 14
`262443551v.1
`
`
`
`Case 5:21-cv-01089-D Document 1 Filed 11/12/21 Page 15 of 27
`
`
`
`
`
`63.
`
`Elite Analytics provided this written notice to Revan Rx, but such action was
`
`not required by the CPSA. Paragraph 17.1 of the CPSA permitted Elite Analytics to
`
`terminate the Agreement immediately and without notice upon a material breach of the
`
`Agreement.
`
`
`
`64. Revan Rx did not pay the outstanding balance of $236,298.08 within the
`
`three-day period. As of the filing of this suit, Revan Rx has never paid off the balance.
`
`
`
`65.
`
`In the September 15th letter, Elite Analytics also informed Revan Rx of the
`
`need for an audit based upon dispensing and/or billing irregularities. Revan Rx refused to
`
`cooperate with the audit.
`
`
`
`66. On September 30, 2021, by letter, Elite Analytics terminated the CPSA due
`
`to Revan Rx’s material breaches, namely:
`
`Revan Rx breached Paragraph 10 of the CPSA by refusing to pay the
`outstanding balance of $236,298.08, despite Elite Analytics repeated
`requests and extensions of time to make payment; and
`
`(a)
`
`
`(b)
`
`Revan Rx breached Paragraph 5 of the CPSA by refusing to cooperate
`with an audit after a dispensing and/or billing discrepancy was
`discovered.
`
`
`67. Revan Rx’s material breaches have harmed Elite Analytics by refusing to
`
`pay the monies earned and loaned by Elite Analytics pursuant to the CPSA.
`
`COUNT TWO – BREACH OF CONTRACT BY REVAN RX
`(ABOUNDING PROSPERITY, DIVERSITY FAMILY HEALTH AND GUIDING RIGHT ACCOUNTS)
`
`Plaintiff Elite Analytics re-alleges and incorporates by reference each and
`
`68.
`
`every allegation set forth above.
`
`_____________________________________________________________________________________________
`PLAINTIFF’S ORIGINAL COMPLAINT
`
`PAGE 15
`262443551v.1
`
`
`
`Case 5:21-cv-01089-D Document 1 Filed 11/12/21 Page 16 of 27
`
`
`
`
`
`69. At the July 22, 2021 meeting in Dallas, Elite Analytics also addressed the
`
`outstanding balances that were due by Revan Rx on other Covered Entity accounts,
`
`specifically, Abounding Prosperity, Diversity Family Health and Guiding Right.
`
`
`
`70. Revan Rx’s non-payment impacted Elite Analytics in two important ways.
`
`First, Elite Analytics was deprived of its administrative fees for services rendered. Second,
`
`Elite Analytics had advanced substantial sums to a drug wholesaler on behalf of Revan
`
`Health so that an inventory of Covered Drugs could be purchased. The drug wholesaler
`
`sent the Covered Drugs to Revan Rx. Revan Rx collected payments from insurers and
`
`other payors, but it was not abiding by the contractual obligation to send the monthly
`
`payments to Elite Analytics. Thus, Elite Analytics also was deprived of reimbursement of
`
`funds it advanced to purchase an inventory of Covered Drugs for Revan Health’s patients.
`
`
`
`80.
`
`Justin Evans, the CEO for Revan Rx, acknowledged during the Dallas
`
`meeting that the money was due and owing to Elite Analytics.
`
`
`
`
`
`
`
`
`
`
`
`
`
`81.
`
`The following amounts on the three accounts are past due by Revan Rx:
`
`
`
`
`
`
`
`(a) Diversity Family Health - $111,322.18;
`
`(b) Abounding Prosperity - $10,079.88; and
`
`(c) Guiding Right - $1,769.81.
`
`82.
`
`The total past due amount for all three accounts is $123,171.87.
`
`83. When this sum is combined with the past due amount of $236,298.08 on the
`
`Revan Health account, the total outstanding balance owed by Revan Rx is $359,469.95.
`
`
`
`84. Revan Rx’s failure to make its monthly payments is a material breach of the
`
`CPSA. Paragraph 17.1 of the CPSA permitted Elite Analytics to terminate the Agreement
`_____________________________________________________________________________________________
`PLAINTIFF’S ORIGINAL COMPLAINT
`
`PAGE 16
`262443551v.1
`
`
`
`Case 5:21-cv-01089-D Document 1 Filed 11/12/21 Page 17 of 27
`
`
`
`immediately and without notice upon a material breach of the Agreement. As of the filing
`
`of this suit, Revan Rx has never paid off the outstanding balance.
`
`
`
`85. On September 15, 2021, Elite Analytics also informed Revan Rx of the need
`
`for an audit based upon dispensing and/or billing irregularities. Revan Rx refused to
`
`cooperate with the audit.
`
`
`
`86. On October 1, 2021, by letter, Elite Analytics terminated the CPSA due to
`
`Revan Rx’s material breaches, namely:
`
`Revan Rx breached Paragraph 10 of the CPSA by refusing to pay the
`outstanding balances on the accounts of the accounts of three Covered
`Entities, despite Elite Analytics repeated requests and extensions of
`time to make payment; and
`
`(a)
`
`
`(b)
`
`Revan Rx breached Paragraph 5 of the CPSA by refusing to cooperate
`with an audit after a dispensing and/or billing discrepancy was
`discovered.
`
`
`87. Revan Rx’s material breaches have harmed Elite Analytics by refusing to
`
`pay the monies earned and loaned by Elite Analytics pursuant to the CPSA.
`
`COUNT THREE – BREACH OF CONTRACT BY REVAN HEALTH
`
`
`
`88.
`
`Plaintiff Elite Analytics re-alleges and incorporates by reference each and
`
`every allegation set forth above.
`
`
`
`89.
`
`In July 22, 2021, representatives for Elite Analytics and Revan Rx and Revan
`
`Health met in Dallas, Texas to discuss Revan Rx’s failure to make its monthly payments
`
`to Elite Analytics. The arrearage was growing.
`
`_____________________________________________________________________________________________
`PLAINTIFF’S ORIGINAL COMPLAINT
`
`PAGE 17
`262443551v.1
`
`
`
`Case 5:21-cv-01089-D Document 1 Filed 11/12/21 Page 18 of 27
`
`
`
`
`
`90. Revan Rx’s non-payment impacted Elite Analytics in two important ways.
`
`First, Elite Analytics was deprived of its administrative fees for services rendered. Second,
`
`Elite Analytics had advanced substantial sums to a drug wholesaler on behalf of Revan
`
`Health so that an inventory of Covered Drugs could be purchased. The drug wholesaler
`
`sent the Covered Drugs to Revan Rx. Revan Rx collected payments from insurers and
`
`other payors, but it was not abiding by the contractual obligation to send the monthly
`
`payments to Elite Analytics. Thus, Elite Analytics also was deprived of reimbursement of
`
`funds it advanced to purchase an inventory of Covered Drugs for Revan Health’s patients.
`
`91. Although Revan Health and Revan Rx are controlled by the same CEO,
`
`Justin Evans, Revan Health claimed it could not repay Elite Analytics for the money loaned
`
`to purchase the Covered Drugs without receiving its share of the fees still held by Revan
`
`Rx.
`
`
`
`92.
`
`Evans acknowledged during the Dallas meeting that the money was due and
`
`owing to Elite Analytics.
`
`
`
`93. However, the outstanding balance remained unpaid, which benefitted Revan
`
`Rx and Revan Health because they stuck Elite Analytics with the costs of the Covered
`
`Drugs and deprived Elite Analytics of its administration fees.
`
`94.
`
`Shortly after the meeting in Dallas, on August 15, 2021, Revan Health
`
`handed a letter to an Elite Analytics employee terminating the MASA (the “Termination
`
`Letter”). In part, the letter stated:
`
`_____________________________________________________________________________________________
`PLAINTIFF’S ORIGINAL COMPLAINT
`
`PAGE 18
`262443551v.1
`
`
`
`Case 5:21-cv-01089-D Document 1 Filed 11/12/21 Page 19 of 27
`
`
`
`This letter is to inform you of Revan Health, LLC’s intent to
`sever a business agreement signed October 15, 20215 titled
Accessing this document will incur an additional charge of $.
After purchase, you can access this document again without charge.
Accept $ Charge
Still Working On It
This document is taking longer than usual to download. This can happen if we need to contact the court directly to obtain the document and their servers are running slowly.
Give it another minute or two to complete, and then try the refresh button.
A few More Minutes ... Still Working
It can take up to 5 minutes for us to download a document if the court servers are running slowly.
Thank you for your continued patience.
This document could not be displayed.
We could not find this document within its docket. Please go back to the docket page and check the link. If that does not work, go back to the docket and refresh it to pull the newest information.
Your account does not support viewing this document.
You need a Paid Account to view this document. Click here to change your account type.
Your account does not support viewing this document.
Set your membership
status to view this document.
With a Docket Alarm membership, you'll
get a whole lot more, including:
- Up-to-date information for this case.
- Email alerts whenever there is an update.
- Full text search for other cases.
- Get email alerts whenever a new case matches your search.
One Moment Please
The filing “” is large (MB) and is being downloaded.
Please refresh this page in a few minutes to see if the filing has been downloaded. The filing will also be emailed to you when the download completes.
Your document is on its way!
If you do not receive the document in five minutes, contact support at support@docketalarm.com.
Sealed Document
We are unable to display this document, it may be under a court ordered seal.
If you have proper credentials to access the file, you may proceed directly to the court's system using your government issued username and password.
Access Government Site
