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`IN THE UNITED STATES DISTRICT COURT
`FOR THE EASTERN DISTRICT OF PENNSYLVANIA
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`__________________________________________
`KBS Pharmacy, Inc.
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`d/b/a Bensalem Pharmacy
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`2112 Street Road
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`Bensalem, Pennsylvania 19020
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`Plaintiff,
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`vs.
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`Jigar Patel
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`1316 Cheltenham Drive
`Bensalem, Pennsylvania 19020
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`Sima Patel
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`1316 Cheltenham Drive
`Bensalem, Pennsylvania 19020
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`Christine Crager
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`3517 Oakmont Street
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`Philadelphia, Pennsylvania 19136
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`And
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`Smart Choice Pharmacy
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`1941 Street Road
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`Bensalem, Pennsylvania 19020
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`Defendants
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`CIVIL ACTION
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`COMPLAINT AND DEMAND
`FOR JURY TRIAL
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`KBS Pharmacy, Inc. d/b/a Bensalem Pharmacy by and through its Complaint against the
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`Defendants, Jigar Patel, Sima Patel, Christine Crager and Smart Choice Pharmacy (collectively
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`the “Defendants”) states:
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`Case 2:21-cv-01339 Document 1 Filed 03/19/21 Page 2 of 38
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`Introduction
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`1.
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`This case is initiated by KBS Pharmacy, Inc. (hereinafter “KBS” or “Plaintiff”)
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`against its former employees Jigar Patel, Christine Crager, as well as Sima Patel (Jigar Patel’s
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`wife), and Smart Choice Pharmacy for inter alia:
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`(a) Violations of the Computer Fraud and Abuse Act 18 U.S.C. §1030 (the
`“CFAA”).
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`(b) Breach of contract.
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`(c) Breach of fiduciary duty.
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`(d) Theft and misappropriation of confidential and trade secret information;
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`(d) Breach of the duty of loyalty.
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`interference with contract, business
`(e) Intentional
`prospective economic advantage; and
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`relations and
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`(f) Unfair trade practices.
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`For almost a decade, Jigar Patel (“Jigar”) and Christine Crager (“Crager”) were
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`2.
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`employed by the Plaintiff. Jigar was employed by the Plaintiff as the lead pharmacist while Crager
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`was employed as a pharmacy technician. Jigar and Crager were, for all intents and purposes,
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`charged with overseeing the pharmacy’s day-to-day operation.
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`3.
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`In their capacity as employees of the Plaintiff, these two defendants had access to
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`confidential and proprietary information of the Plaintiff, including patient and customer
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`information. As a result, both Jigar and Crager executed comprehensive Confidentiality
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`Agreements and acknowledged as a condition of employment the terms of an Employee
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`Handbook, which expressly prohibited their misuse of such material.
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`2
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`Case 2:21-cv-01339 Document 1 Filed 03/19/21 Page 3 of 38
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`4.
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`In 2018, Jigar Patel expressed an interest in purchasing the pharmacy from the
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`Plaintiff. See Exhibits A & B. However, while Jigar and Plaintiff’s owner, Kaushal Patel,
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`discussed “purchase” terms the Defendants were actually conspiring to:
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`(i) Access Plaintiff’s computer system and download protected and
`confidential information concerning patients and their medication
`requirements.
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`(ii) Recruit patients to leave the Plaintiff’s pharmacy.
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`(iii) Negotiate, lease, and fit-out leased space less than 100 yards
`from Plaintiff’s location.
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`(iv) Negotiate vendor and supplier contracts based on the
`confidential information they misappropriated from the Plaintiff’s
`business; and
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`(v) Exit the business in such a manner to maximize disruption to
`the Plaintiff's business operation and leave it unable to support
`customer immediate needs.
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`5.
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`After opening Smart Choice Pharmacy less than 100 yards from Plaintiff's
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`operation, the Defendants used the confidential and trade secret information they had stolen from
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`Plaintiff’s business to recruit Plaintiff's customers.
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`6.
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`Due to the Defendants’ theft of confidential and trade secret information almost
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`70% of the Plaintiff’s customers transferred their business to Smart Choice Pharmacy within weeks
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`of the defendant's opening. Based on the Defendants' illegal and intentional misconduct, Plaintiff
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`seeks compensatory and punitive damages, equitable and injunctive relief. In support, Plaintiff
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`avers as follows:
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`The Parties
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`7.
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`Plaintiff is a corporation organized under the laws of the Commonwealth of
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`Pennsylvania with its offices located at 2112 Street Road Bensalem, Pennsylvania 19020.
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`3
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`Case 2:21-cv-01339 Document 1 Filed 03/19/21 Page 4 of 38
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`8.
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`Defendant Jigar Patel is a citizen of the Commonwealth of Pennsylvania with his
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`primary residence being located at 1316 Cheltenham Drive, Bensalem, Pennsylvania 19020.
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`9.
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`Defendant Sima Patel is a citizen of the Commonwealth of Pennsylvania, with his
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`primary residence being located at 1316 Cheltenham Drive, Bensalem, Pennsylvania 19020.
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`10.
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`Defendant Christine Crager is a citizen of the Commonwealth of Pennsylvania
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`residing at 3517 Oakmont Street, Philadelphia, Pennsylvania 19020.
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` 11.
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`Smart Choice Pharmacy (“Smart Choice”) is, based on information and belief, a
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`Pennsylvania limited liability company, with its principal office being located at 1941 Street Road
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`Bensalem Pennsylvania 19020.
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`Jurisdiction and Venue
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`12.
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`This Court has jurisdiction over this action pursuant to 28 U.S.C. §1331 as the
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`claims arise, in part, under the Computer Fraud and Abuse Act, 18 U.S.C. §1030. This Court has
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`jurisdiction over the common law counts predicated upon the doctrine of ancillary jurisdiction as
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`they arise out of the same nucleus of operative facts upon which the federal claims are based.
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`13.
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`Venue is appropriate in this judicial district as the actions, omissions, events, and
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`transactions giving rise to the claims asserted herein transpired in this judicial district and all
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`Defendants have engaged in business within this district.
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`Statement of Material Facts
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`A.
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`Employment History, Agreements, and Confidential Information
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`14.
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`Jigar is a licensed pharmacist under the laws of the Commonwealth of
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`Pennsylvania.
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`15.
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`Jigar earned his doctorate in pharmacy from the University of Sciences located in
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`Philadelphia, Pennsylvania. Prior to his being employed by the Plaintiff, Jigar had worked at Saint
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`4
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`Case 2:21-cv-01339 Document 1 Filed 03/19/21 Page 5 of 38
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`Agnes Medical Center in Philadelphia, Pennsylvania, and Walgreens Pharmacy in Palm Harbor,
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`Florida.
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`16.
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`As a consequence, at the time that he joined the Plaintiff's pharmacy, Jigar had no
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`independent local pharmacy experience.
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`17.
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`Jigar joined the Plaintiff's business on or about August 7, 2010, as a lead
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`pharmacist. To protect the Plaintiff’s interest in its business and confidential information, Jigar
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`was obligated to execute a Confidentiality Agreement and Employee Handbook. See Exhibits C
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`& D.
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`18.
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`Commensurate with his employment, Jigar Patel executed a Confidentiality
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`Agreement. This agreement provided as follows:
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`The undersigned, as a current or proposed employee of Bensalem Pharmacy
`or an affiliate company, in consideration of employment and/or continued
`employment, does hereby agree that he/she has or will have access to
`patient information and records together with other information and
`documentation which would not be made available to the public or any
`other person or entities; and further agrees not to disclose or to divulge
`information whatsoever regarding patients, patient information, records,
`referring sources, physicians, or other information or documentation
`regarding the corporation or its patients or customers.
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`See Exhibit C.
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`19.
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`Jigar further acknowledged that a breach of this confidentiality agreement would
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`entitle the Plaintiff to initiate a suit for both damages and/or injunctive relief. See Exhibit C.
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`20.
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`In addition to the Confidentiality Agreement, Jigar received and acknowledged an
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`Employee Handbook, which set forth the professional standards governing employee conduct. See
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`Exhibit D.
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`21.
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`Among the standards Jigar agreed to adhere to were the following:
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` No employee will knowingly engage in deceptive, misleading, or
`fraudulent acts.
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`5
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`Case 2:21-cv-01339 Document 1 Filed 03/19/21 Page 6 of 38
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` All employees will follow company policies and procedures that
`relate to their position.
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` All patient information shall remain confidential.
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` Patient information will not be released without the patient's
`knowledge and written permission.
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` All information given to potential clients will be truthful, factual,
`and informative.
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`22.
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`The Employee Handbook provided to Jigar further set forth explicit confidentiality
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`provisions and detailed the conflicts of interest prohibited by the Plaintiff. See Exhibit D.
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`23.
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`Among the prohibited acts contained in the Employee Handbook were the
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`requirements that employees not engage in:
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` Stealing, misusing, destroying, or removing from company
`premises without authorization any company property.
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` Using the company's facilities, equipment, time, or materials
`without authorization.
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` Violating any company rule, policy, or procedure.
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` Engaging in dishonest conduct.
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`See Exhibit D.
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`24. Moreover, the Employee Handbook expressly provided that proprietary and
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`confidential information could not be disclosed or used for any other purposes except as otherwise
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`required by an employee's job position—in this case, that being Jigar's position as a pharmacist in
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`charge. See Exhibit D.
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`25.
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`Among the prohibitions contained in the Employee Handbook, computers were to
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`be used only in connection with Jigar’s employment, and only honest, legitimate means were to
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`be used to collect information concerning patients, customers, or individuals. See Exhibit D.
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`6
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`Case 2:21-cv-01339 Document 1 Filed 03/19/21 Page 7 of 38
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`26.
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`The Employee Handbook further provided that in managing the business operations
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`certain staff members, including Jigar, would become privy to sensitive information about the
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`business, "our customers" and "our employees." This information was required to be maintained
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`confidential both internally (within the company) and externally (outside the company). Such
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`confidential information was not, in fact, to be discussed beyond what was required by the
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`Defendant's given job performance without express specific authority. See Exhibit D pp. 12-16.
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`27.
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`Employees of the Plaintiff, including Jigar, were further required to ensure and to
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`provide for the security of all protected health information as required by the Health Insurance
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`Portability and Accountability Act of 1996, 42 U.S.C. § 1320d - 1320d-8 (“HIPAA”). See Exhibit
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`D, p. 15.
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`28.
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`Pursuant to the Employee Handbook, Jigar was expressly prohibited from engaging
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`in a “conflict of interest”. A “conflict of interest” in the Employee Handbook was defined to mean
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`those activities that might create a conflict with the business interests and purposes of the Plaintiff;
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`or which could have a negative impact on the business or reputation of the company, its products,
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`or other company employees. See Exhibit D, p. 16.
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`29.
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`Finally, the Employee Handbook detailed the Plaintiff’s computer policy and
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`electronic communication policy. The Employee Handbook expressly provided that:
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`Electronic equipment, including, but not limited to, computers, telephones,
`pagers, printers, and fax machines used or owned by the company, and all
`information stored on this equipment is company property. The company
`reserves the right to review and disclose any information sent, received, or
`stored on this equipment.
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`Much of the information stored in the company's electronic equipment is
`confidential. Disclosure could be made only at the Company's discretion.
`Any unauthorized disclosure to outsiders or customers is prohibited.
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`The Company's computers, computer files, the email systems, internet
`access, and the software furnished to employees are Company property and
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`7
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`Case 2:21-cv-01339 Document 1 Filed 03/19/21 Page 8 of 38
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`are used for Company purposes only and not for personal use to
`communicate with friends or family or to access the internet for personal
`purposes. You may use the company's electronic equipment only for
`business-related purposes.
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`Consistent therewith, the Employee Handbook provided that "an employee should
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`30.
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`not use a password, access a file, or retrieve a stored communication that is not normally accessible
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`to that employee."
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`31.
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`In or about 2011, Crager was employed as a pharmacy technician by the Plaintiff.
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`32.
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`Her duties included, but were not limited to:
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`receiving and filling prescription requests for patients,
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`counting, procuring, measuring, and weighing tablets and medications
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`mixing medications,
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`selecting the proper prescription container,
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`creating prescription labels,
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`preparing computer forms,
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`maintaining accurate patient files,
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`completing cash and register transactions,
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`answering the phone and retrieving messages,
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`taking inventory and stock of medications,
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`and performing such other obligations as may be assigned to her by the
`pharmacist.
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`Crager was the primary pharmacy technician on-site at the pharmacy during the
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`33.
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`time frame 2011 until her resignation in 2020.
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`34.
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`Crager executed the exact same Confidentiality Agreement and agreed to the terms
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`of the same Employee Handbook as Jigar Patel. See Exhibits E & F.
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`8
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`Case 2:21-cv-01339 Document 1 Filed 03/19/21 Page 9 of 38
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`B.
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`The Negotiations to Purchase the Pharmacy
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`35.
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`Beginning in 2018, Plaintiff and Jigar began to negotiate the terms of a sale
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`whereby the defendant would acquire the Plaintiff's business assets as set forth in the attached
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`Exhibit A & B annexed hereto.
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`36.
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`Over the course of the next ten months, the parties engaged in substantial
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`discussions regarding the terms of the purchase and sale and revised the agreement as reflected in
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`Exhibits A & B.
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`37.
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`Pursuant to the attached Memorandum of Understanding, Jigar agreed to purchase
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`the assets set forth therein, including, but not limited to, the inventory, customer records, files,
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`fixtures and equipment, and licenses and permits.
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`38.
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`The Memorandum of Understanding was a byproduct of extensive negotiations
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`between Jigar and the Plaintiff's principal, Kaushal Patel (“Kaushal”).
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`39. Months went by as the parties continued their negotiations whereby Jigar would
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`acquire Plaintiff’s assets.
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`40.
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`Suddenly, however, on May 8th, 2020, Jigar provided Kaushal two weeks' notice
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`of his intention to terminate.
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`41.
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`Only then did Jigar inform the Plaintiff that he and his wife Sima were opening a
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`pharmacy only a few blocks down the street, in direct competition with the Plaintiff’s operation.
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` 42.
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`Unbeknownst to the Plaintiff, Jigar Patel, and Crager had already downloaded from
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`Plaintiff’s computer equipment client and customer date-including their names and phone
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`numbers; contacted customers had them execute authorizations to transfer their medical records
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`and prescription needs to this new “pharmacy” and solicited Plaintiff’s employees to join them.
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`9
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`Case 2:21-cv-01339 Document 1 Filed 03/19/21 Page 10 of 38
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`43.
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`In fact, a forensic analysis of Plaintiff’s computer system has established that Jigar
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`accessed Plaintiff's confidential software and data. Jigar then downloaded, onto a USB drive,
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`Plaintiff's confidential customer information and prescription information.
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`44.
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`Almost immediately after Jigar provided his resignation, Crager, likewise, resigned
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`by "text."
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`45.
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`Based, in part on their theft, within four days, Jigar and his wife Sima opened their
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`pharmacy and immediately began to demand the Plaintiff transfer various customer records to their
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`attention as they had already procured customer consents.
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`46.
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`As a result of their theft of Plaintiff’s confidential and trade secret information,
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`Defendants were able to directly solicit Plaintiff’s customers. In less than 6 weeks, Plaintiff
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`received notifications from almost 70 percent of their customers requesting that their pharmacy
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`records and business be transferred to Smart Choice Pharmacy.
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`47.
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`Defendants conspired to utilize Plaintiff's computer system and exceeded their
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`authority to obtain confidential information therefrom, including but not limited to, customer
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`names and information to recruit them to leave the Plaintiff's business.
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`48.
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`By engaging in such illegal and improper action, the Defendants misappropriated
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`for their use, valuable assets, and confidential trade information and data the Plaintiff had
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`developed over 10 years. The damages arising from the abuse of Plaintiff’s computers have
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`resulted in more than $5,000 in damages.
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`49.
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`In fact, the Plaintiff invested substantial sums in its business assets and developed
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`a strong and loyal customer base as a result.
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`50.
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`Plaintiff accomplished its business goal by expending approximately $90,000 for
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`fit-out and improved the facilities, and considerable sums for employee salaries, purchasing
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`10
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`Case 2:21-cv-01339 Document 1 Filed 03/19/21 Page 11 of 38
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`computer systems, and licensed software programs in connection with the operation of the
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`pharmacy.
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`51.
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`In expending such sums, the Plaintiff further developed a confidential list of
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`customers. This customer list was the Plaintiff’s property as Jigar and Crager both acknowledged
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`in writing.
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`52.
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`Access was further limited to only a few employees as the Plaintiff’s computer
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`system was password protected.
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`53.
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`These individuals could only obtain such data if they had the necessary passwords.
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`54.
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`Each such employee, and in particular Jigar and Crager, were further subject to the
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`terms and conditions of a Confidentiality Agreement and Employee Handbook.
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`55.
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`In order to undermine the Plaintiffs operation Jigar Patel, Sima Patel, and Christine
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`Crager:
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`(i) Orchestrated a plan to mislead Kaushal Patel into believing Jigar Patel
`was interested in buying the Pharmacy, when in fact they were plotting to
`open a competitive operation, using Plaintiff’s confidential and trade secret
`information as the backbone of their business.
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`(ii) Downloading and using Plaintiff’s confidential information by violating
`or interfering with the terms of the KBS Pharmacy Employee Handbook
`and Confidentiality Agreements.
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`(iii) Contacting Plaintiff’s customers and recruiting them to leave the
`Plaintiff’s business.
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`(iv) Recruiting Plaintiff’s employees, in particular Firdosh Patel, and
`providing him access to Plaintiff’s confidential information.
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`(v) Illegally used confidential customers' information to solicit them to
`leave the Plaintiff’s pharmacy and to procure their signature on documents
`needed to authorize the transfer of their medical records to Smart Choice
`pharmacy.
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`11
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`Case 2:21-cv-01339 Document 1 Filed 03/19/21 Page 12 of 38
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`56.
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`In fact, when Kaushal Patel observed in 2019 and early 2020 that Jigar was tending
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`to stay late at the office and was going in on weekends after hours Jigar responded that he was
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`fulfilling certain work obligations.
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`57.
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`The truth is that Jigar, his wife Sima, and Crager were undertaking an effort to
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`obtain copies of all relevant and confidential information maintained by the Plaintiff.
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`58.
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`Based on their misrepresentation and fraud, the Defendants were surreptitiously
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`able to obtain confidential information off the Plaintiff's computer system and to remove assets for
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`their benefit and the operation and management of Smart Choice Pharmacy.
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`59.
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`Sima, the alleged “owner” of Smart Choice Pharmacy, at all relevant times,
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`facilitated and encouraged her husband's efforts, and therefore, interfered with the Plaintiff's
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`contracts with both Jigar and Crager.
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`60.
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`Sima’s interference of the Plaintiff's business included, but was not limited to, her
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`deliberate interference with the Plaintiff’s Confidentiality Agreements, Employee Handbook,
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`employee fiduciary obligations, and customer relations and contractual understandings.
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`61.
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`At all relevant times, Sima acted recklessly and intentionally to damage and
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`interfere with the foregoing to the detriment of the Plaintiff.
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`62.
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`As detailed above, the Defendants’ deliberately and intentionally interfered with
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`the Plaintiff's customer relationships, misappropriating Plaintiff’s confidential trade secret
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`information for their own benefit and abusing and exceeding their authority in obtaining
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`information pertinent to the patients and customers from Plaintiff’s computers.
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`12
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`Case 2:21-cv-01339 Document 1 Filed 03/19/21 Page 13 of 38
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`Count I
`Computer Fraud and Abuse
`(Defendants)
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`Plaintiff repeats the allegations of paragraphs 1 through 68 as if set forth herein at
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`63.
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`length.
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`64.
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`The statutory provisions of the Consumer Fraud and Abuse Act (the “CFAA”) are
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`set forth at 18 U.S.C. §1030. It provides in pertinent part:
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`a.
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`Whoever --
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`Intentionally accesses a computer without authorization or
`(2)
`exceeds authorized access, and thereby obtains:
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`… (C) information from any protected computer if the
`conduct
`involved an interstate or foreign communication;
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`(4) knowingly and with intent to defraud access of protected
`computer without authorization, or exceeds authorized access, and by
`means of such conduct furthers the intended fraud and obtains anything of
`value, unless the object of the fraud and the thing obtained consist only of
`the use of the computer and value of such is not more than $5,000 in any
`one year.
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`is liable for damages.
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`The term “protected computer” under the CFAA, means a computer, inter alia,
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`65.
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`which is used in interstate or foreign commerce or communication, including a computer located
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`outside the United States that is used in a manner that affects interstate or foreign commerce or
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`communication with the United States. 18 U.S.C. §1030(e)(2).
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`66.
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`The term “damage” under the CFAA means any impairment to the integrity of
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`availability of data, a program, a system, or information in excess of $5,000. 18 U.S.C.
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`§1030(e)(8).
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`67.
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`The Defendants, over the course of several months, intentionally accessed
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`Plaintiff’s computer systems without authorization or in excess of their authorization to obtain
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`13
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`Case 2:21-cv-01339 Document 1 Filed 03/19/21 Page 14 of 38
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`and/or destroy confidential and trade secret information of Plaintiff. In particular, Jigar and Crager
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`obtained Plaintiff's customer and prescription information in excess of their authority.
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`68.
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`The Defendants accessed such information in order to specifically harm and
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`damage Plaintiff’s ongoing business operations. The Plaintiff sustained damages in excess of
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`$5,000 by conducting an extensive forensic examination; hiring consultants and experts to conduct
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`such investigation in order to determine the nature and extent of the breach and damages arising
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`therefrom, efforts to preserve the network, employee time to facilitate the foregoing; and
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`identifying the perpetrator.
`
`69.
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`The actions of the Defendants have constituted a violation of the CFAA and caused
`
`Plaintiff substantial economic damages, including but not limited to lost profits and goodwill.
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`WHEREFORE, Plaintiff respectfully requests this Honorable Court enter judgment in its
`
`favor against the Defendants, individually and severally, as follows:
`
`
`
`
`
`
`
`
`a.
`
`b.
`
`c.
`
`d.
`
`for damages sustained by Plaintiff;
`
`for punitive damages;
`
`for attorney’s fees, interest, and costs of suit;
`
`such other relief as the Court deems just and proper including, but
`not limited to, temporary, preliminary, and permanent injunctive
`relief.
`
`
`
`70.
`
`length.
`
`Count II
`Breach of Fiduciary Duty
`(Jigar & Crager)
`
`Plaintiff repeats the allegations of paragraphs 1 through 69 as if set forth herein at
`
`71.
`
`Under Pennsylvania's common law, an employee owes a duty to act with the utmost
`
`good faith, loyalty, and diligence in the furtherance and advancement of the employer’s
`
`
`
`14
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`
`
`Case 2:21-cv-01339 Document 1 Filed 03/19/21 Page 15 of 38
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`interests. Sylvester v. Beck, 406 Pa. 607, 178 A.2d 755 (1962). The duty of loyalty includes an
`
`employee’s duty not to do anything while employed that is intended to further the interest of
`
`another company that competes with his/her current employer. This duty exists whether or not
`
`you have a non-compete agreement. Pennsylvania's Supreme Court cited to Matthew 6:24 for the
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`proposition that “no man can serve two masters,” and certainly not where the interests of those
`
`masters conflict. Onorato v. Wissahickon Park, Inc., 430 Pa. 416, 244 A.2d 22 (1968).
`
`72.
`
`An employee is an agent of his/her employer, and an agent is a fiduciary with
`
`respect to matters within the scope of the agency and is required to act solely for the benefit of
`
`his/her principal in all matters implicating same. SHV Coal, Inc. v. ContinentalGrain Co., 376 Pa.
`
`Super. 241, 545 A.2d 917 (1988).
`
`73.
`
`An employee may not use his/her employer’s confidential information collected
`
`surreptitiously during employment without the knowledge or consent of the employer, and doing
`
`so violates an employee’s fiduciary duties to his/her employer. Morgan’s Home Equipment Corp.
`
`v.Martucci, 390 Pa. 618, 136 A.2d 838 (1958).
`
`74.
`
`Employees who covertly intend to terminate their employment may not solicit
`
`customers for a rival business before doing so, nor may they do other similar acts in direct
`
`competition with the employer’s business. Colonell v. Goodman, 78 F.Supp. 845 (1948).
`
`75.
`
` Employees owe their employers certain obligations and duties. Among the
`
`obligations an employee owes an employer is to:
`
` Acting in the company’s best interests.
`
` Not competing with his or her employer:
`
` Not to divert business to a competitor:
`
` Protecting the company’s confidential and proprietary information.
`
`
`
`15
`
`
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`Case 2:21-cv-01339 Document 1 Filed 03/19/21 Page 16 of 38
`
`76.
`
`Jigar and Crager, each owed a duty of loyalty to Plaintiff and were bound to act as
`
`fiduciaries for the benefit of Plaintiff with respect to all matters within the scope of their
`
`employment.
`
`77.
`
`Upon information and belief, Jigar and Crager breached the duty of loyalty by
`
`among other things (i) engaging in activities that were detrimental to the interest of Plaintiff (ii)
`
`engaging in competitive business activities; (iii) accepting wages and benefits while acting
`
`contrary to Plaintiff ’ interest (iv) using and misappropriating Plaintiff’s property, resources, trade
`
`secrets, proprietary information for their own personal benefit; (v) soliciting Plaintiff ’ business
`
`and customers by misappropriating Plaintiff’s confidential information, (vi) acting in conflict to
`
`their duties to the Plaintiff by serving the interests of Smart Choice Pharmacy; (vii) diverting
`
`Plaintiff ’ business and customers which they were paid to retain, develop and protect, (viii)
`
`funneling business to Smart Choice Pharmacy and (ix) engaging in other activities detrimental and
`
`contrary to Plaintiff ’ interests.
`
`78.
`
`As a result of Jigar and Crager's activities, Plaintiff has suffered considerable
`
`damages, including lost business, lost customers, lost profits, damaged customers and vendors’
`
`relationships.
`
`WHEREFORE, Plaintiff respectfully requests this Honorable Court to enter judgment in
`
`its favor and against Jigar and Crager, individually, jointly, and severally as follows:
`
`for damages;
`
`
`for punitive damages;
`
`for attorney’s fees, interest, and costs of suit;
`
`for such other relief as the Court deems just and proper.
`
`a.
`
`b.
`
`c.
`
`d.
`
`
`
`
`
`
`
`
`
`
`
`
`
`16
`
`
`
`Case 2:21-cv-01339 Document 1 Filed 03/19/21 Page 17 of 38
`
`
`
`
`
`
`
` Count III
`Breach of the Duty of Good Faith
`(Jigar & Crager)
`
`Plaintiff repeats the allegations of paragraphs 1 through 80 as if set forth herein at
`
`
`
`79.
`
`length.
`
`80.
`
`Under Pennsylvania's common law (i.e. the law developed over hundreds of years
`
`through court decisions) an employee owes a duty to act with the utmost good faith in the
`
`furtherance and advancement of the employer’s interests. Sylvester v. Beck, 406 Pa. 607, 178 A.2d
`
`755 (1962).
`
`81.
`
`The employee defendants, Jigar and Crager, each owed a duty good faith to Plaintiff
`
`and were bound to act as fiduciaries for the benefit of Plaintiff with respect to all matters within
`
`the scope of their employment.
`
`82.
`
`Upon information and belief, and as detailed above, Jigar and Crager, as employees
`
`of the Plaintiff, have breached the duty of good faith by among other things, by (i) engaging in
`
`activities that were detrimental to the interests of Plaintiff (ii) engaging in competitive business
`
`activities; (iii) accepting wages and benefits while acting contrary to Plaintiff ’ interest (iv) using
`
`and misappropriating Plaintiff’s property, resources, trade secrets, proprietary information for their
`
`own personal benefit; (v) soliciting Plaintiff ’ business and customers by misappropriating
`
`Plaintiff’s confidential information, (vi) acting in conflict to their duties to the Plaintiff by serving
`
`the interests of Smart Choice Pharmacy; (vii) diverting Plaintiff ’ business and customers which
`
`they were paid to retain, develop and protect, (viii) funneling business to Smart Choice Pharmacy
`
`and (ix) engaging in other activities detrimental and contrary to Plaintiff ’ interests.
`
`
`
`17
`
`
`
`Case 2:21-cv-01339 Document 1 Filed 03/19/21 Page 18 of 38
`
`83.
`
`As a result of the Employee Defendants’ activities, Plaintiff has suffered
`
`considerable damages, including lost business, lost customers, lost profits, damaged customer and
`
`vendor relationships.
`
`WHEREFORE, Plaintiff respectfully requests this Honorable Court to enter judgment in
`
`its favor and against the Employee Defendants, individually, jointly, and severally as follows:
`
`
`
`
`
`
`
`
`
`
`
`a.
`
`b.
`
`c.
`
`d.
`
`
`for damages;
`
`
`for punitive damages;
`
`for attorney’s fees, interest, and costs of suit;
`
`for such other relief as the Court deems just and proper.
`
`Count IV
`Breach of Contract
`(Jigar & Crager)
`
`
`84.
`
`length.
`
`Plaintiff repeats the allegations of paragraphs 1 through 83 as if set forth herein at
`
`85.
`
`Defendants Jigar and Crager each agreed to the terms of a Confidentiality
`
`Agreement and Employee Handbook which set forth, in part the terms and conditions of their
`
`employment.
`
`86.
`
`Commensurate with their employment, each Defendant executed a Confidentiality
`
`Agreement. This agreement provided as follows:
`
`The undersigned, as a current or proposed employee of Bensalem Pharmacy
`or an affiliate company, in consideration of employment and/or continued
`employment, does hereby agree that he/she has or will have access to
`patient information and records together with other information and
`documentation which would not be made available to the public or any
`other person or entities; and further agrees not to disclose or to divulge
`information whatsoever regarding patients, patient information, records,
`referring sources, physicians, or other information or documentation
`regarding the corporation or its patients or customers.
`
`
`
`18
`
`
`
`Case 2:21-cv-01339 Document 1 Filed 03/19/21 Page 19 of 38
`
`
`See Exhibit C.
`
`
`
`87.
`
`Both Jigar and Crager further acknowledged that a breach of this confidentiality
`
`agreement would entitle the Plaintiff to initiate a suit for both damages and/or injunctive relief.
`
`See Exhibit A.
`
`
`
`88.
`
`In addition to the Confidentiality Agreement, Jigar and Crager received and
`
`acknowledged an Employee Handbook, which set forth the professional standards governing
`
`employee conduct. See Exhibit D.
`
`
`
`89.
`
`Among the standards Jigar and Crager agreed to adhere to were the following:
`
`
`
`
`
`
`
`
`
` No employee will knowingly engage in deceptive, misleading, or
`f