8 CIT ESERVE
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`
`
`FILE PER ATTY
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`DC-19-07594
`CAUSE NO. ______________
`
`FILED
`DALLAS COUNTY
`5/29/2019 10:50 AM
`FELICIA PITRE
`DISTRICT CLERK
`Stephanie Clark
`
`TRUSTED MEDICAL CENTERS, LLC,
`TRUSTED HEALTH MGMT, LLC,
`TRUSTED HEALTH PHYSICIANS,
`LLC AND PRIME MEDSTAFF, LLC
`
`
`Plaintiffs,
`
`v.
`
`PHILLIP MICHAEL HAWK, RON
`WALRAVEN, MICHELE
`BROWNFIELD, JOHN SHERO, ER
`ADDISON, LLC D/B/A ER NEAR ME
`ADDISON, ER 2018 HOLDINGS, LLC
`MEDOPS STAFFING, LLC AND
`MEDOPS CONSULTING, LLC
`
`Defendants.
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`
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`§
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`IN DISTRICT COURT OF LAW
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`134
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`NO. ________________
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`DALLAS COUNTY, TEXAS
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`PLAINTIFFS' VERIFIED ORIGINAL PETITION AND
`APPLICATION FOR TEMPORARY RESTRAINING ORDER,
`TEMPORARY INJUNCTION AND PERMANENT INJUNCTION
`
`TO THE HONORABLE COURT:
`
`Plaintiffs, Trusted Medical Centers, LLC ("TMC"), Trusted Health MGMT, LLC
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`("THM"), Trusted Health Physicians, LLC ("THP"), and Prime Medstaff, LLC ("Prime
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`Medstaff") (TMC, THM, THP and Prime Medstaff collectively "Plaintiffs") file this Verified
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`Original Petition and Application for Temporary Restraining Order, Temporary Injunction, and
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`Permanent Injunction, against Michael Hawk ("Hawk"), Ron Walraven ("Walraven"), Michele
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`Lea Brownfield ("Brownfield"), John Shero ("Shero"), ER Addison, LLC d/b/a ER Near Me
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`Addison, ER 2018 Holdings, LLC, Medops Staffing, LLC, Medops Consulting, LLC
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`(collectively "Defendants"), and in support thereof would respectfully show as follows:
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`
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`
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`PLAINTIFFS' VERIFIED ORIGINAL PETITION AND APPLICATION FOR TEMPORARY
`RESTRAINING ORDER, TEMPORARY INJUNCTION, AND PERMANENT INJUNCTION
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`Page 1 of 28
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`I.
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`DISCOVERY CONTROL PLAN
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`1.
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`Pursuant to Texas Rule of Civil Procedure 190.4, Plaintiffs intend to conduct
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`discovery under a Level 3 Discovery Control Plan.
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`II.
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`NATURE OF THE ACTION AND PARTIES
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`2.
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`This action is brought by TMC, THM, THP and Prime Medstaff against Hawk,
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`Walraven, Brownfield, Shero, ER Near Me, LLC, ER 2018 Holdings, LLC, Medops Staffing,
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`LLC and Medops Consulting, LLC to enjoin Defendants from misappropriating Plaintiffs' trade
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`secrets and confidential information: (1) regarding its marketing and growth strategy to secure
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`and lease emergency room facilities that were previously identified by Plaintiff, including but not
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`limited to location at 16300 State Highway 121 in Collin County; (2) soliciting Plaintiffs'
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`confidential financial investors; (3) soliciting and recruiting its medical staff from its emergency
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`room facilities; and (4) to recover losses for Defendants' actions.
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`3.
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`Plaintiff TMC is a limited liability company organized under Texas law with a
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`principal place of business in Dallas County, Texas.
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`4.
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`Plaintiff THM is a limited liability company organized under Texas law with a
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`principal place of business in Dallas County, Texas.
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`5.
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`Plaintiff THP is a limited liability company organized under Texas law with a
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`principal place of business in Dallas County, Texas.
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`6.
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`Prime Medstaff, LLC is a limited liability company organized under Texas law
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`with a principal place of business in Dallas County, Texas.
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`7.
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`Defendant Phillip Michael Hawk is a resident of Dallas County, Texas and can be
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`served with process at 7700 Windrose, Plano, Texas 75024.
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`8.
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`Defendant Ron Walraven is a resident of Dallas County, Texas and can be served
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`with process at 117 Cross Timbers Trail, Coppell, Texas 75019.
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`PLAINTIFFS' VERIFIED ORIGINAL PETITION AND APPLICATION FOR TEMPORARY
`RESTRAINING ORDER, TEMPORARY INJUNCTION, AND PERMANENT INJUNCTION
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`Page 2 of 28
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`9.
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`Defendant Michele Grote Brownfield is a resident of Collin County, Texas and
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`can be served with process at 4800 Printers Way, Apt. 4045 Frisco, Texas 75033.
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`10.
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`Defendant John Shero is a resident of Dallas County, Texas and can be served
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`with process at 4300 Shenandoah Street, Dallas, Texas 75205.
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`11.
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`Defendant ER Addison, LLC, d/b/a ER Near Me Addison, is a limited liability
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`company organized under Texas law with a principal place of business in Dallas County, Texas
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`and can be served with process through its registered agent Cherry Petersen Landry, LLP at 8350
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`N. Central Expressway, Ste. 1500, Dallas, Texas 75206. The sole manager of ER Addison, LLC
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`is ER 2018 Holdings, LLC.
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`12.
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`Defendant ER 2018 Holdings, LLC is a limited liability company organized under
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`Texas law with a principal place of business in Dallas County, Texas and can be served with
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`process through its registered agent Cherry Petersen Landry, LLP at 8350 N. Central
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`Expressway, Ste. 1500, Dallas, Texas 75206.
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`13.
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`Defendant Medops Staffing, LLC is a limited liability company organized under
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`Texas law with a principal place of business in Dallas County, Texas and can be served with
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`process through its registered agent Ron Walraven at 117 Cross Timbers Trail, Coppell, Texas
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`75019.
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`14.
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`Defendant Medops Consulting, LLC is a limited liability company organized
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`under Texas law with a principal place of business in Dallas County, Texas and can be served
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`with process through its registered agent Ron Walraven at 117 Cross Timbers Trail, Coppell,
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`Texas 75019.
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`III.
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`JURISDICTION AND VENUE
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`15.
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`The Court has jurisdiction over this case because the damages sought are within
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`the jurisdictional limits of the Court. The Court has jurisdiction over Defendants because
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`PLAINTIFFS' VERIFIED ORIGINAL PETITION AND APPLICATION FOR TEMPORARY
`RESTRAINING ORDER, TEMPORARY INJUNCTION, AND PERMANENT INJUNCTION
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`Page 3 of 28
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`Defendants Hawk, Walraven, Brownfield, and Shero are Texas residents and because ER Near
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`Me, LLC, ER 2018 Holdings, LLC, Medops Staffing, and Medops Consulting, LLC are Texas
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`limited liability companies with their principal place of businesses located in Texas.
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`16.
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`Venue is proper in Dallas County, Texas, pursuant to Texas Civil Practice and
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`Remedies Code § 15.002(a) because all or a substantial part of the events and/or omissions
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`giving rise to the claims occurred in Dallas County. Alternatively, venue also is proper in Dallas
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`County, Texas under Section § 65.023 of the Texas Civil Practice and Remedies Code. Further,
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`venue is proper against all Defendants pursuant to Texas Civil Practice and Remedies Code §
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`15.005.
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`IV. RULE 47 STATEMENT
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`17.
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`Pursuant to Texas Rule of Civil Procedure 47, Plaintiffs seek monetary relief over
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`$1,000,000.00 and non-monetary relief.
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`V.
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`FACTUAL BACKGROUND
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`Plaintiffs' Nature of Business and Trade Secret Information
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`TMC, also known as "Trusted ER," operates and manages standalone 24-hour
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`A.
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`18.
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`emergency room facilities ("ER facilities") in the Dallas and Fort Worth area, with locations in
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`Dallas, Coppell, Hurst and Sherman, Texas, since 2017. Dr. Harvey Castro ("Castro") is the
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`President and Director of TMC. Lori Guerrero ("Guerrero") is a Manager and the Chief
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`Executive Officer at TMC. TMC employs a highly trained and elite team of over 200 medical
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`staff, including physicians and nurses, at its ER facilities
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`19.
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`In August of 2018, THM is an affiliated limited liability company of TMC. THM
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`was formed as part of TMC's growth strategy to use its expertise in administrative and
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`management services to provide services to similar ER facilities with locations that are not in
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`PLAINTIFFS' VERIFIED ORIGINAL PETITION AND APPLICATION FOR TEMPORARY
`RESTRAINING ORDER, TEMPORARY INJUNCTION, AND PERMANENT INJUNCTION
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`direct competition of TMC's existing and contemplated ER facilities. Guerrero and Castro are
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`managers of THM.
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`20.
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`THP is an affiliated limited liability company of TMC and employs and provides
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`doctors at TMC's ER facilities. TMC is the manager of THP.
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`21.
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`Prime Medstaff is an affiliated limited liability company of TMC and employs
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`and provides the medical staffing at TMC's ER facilities. TMC is the manager of Prime
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`Medstaff.
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`22.
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`In furtherance of its business, Plaintiffs expend considerable time, money, and
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`other resources in marketing, developing growth strategies, identifying and contracting with
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`appropriate vendors and financial investors, identifying and contracting with physicians and
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`other healthcare personnel and training its medical staff for its ER facilities.
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`23.
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`In addition, Plaintiffs expend considerable time, money, and other resources in
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`marketing, developing a strategic marketing and growth plan that included its confidential
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`information and trade secrets in connection with its business strategies and client relationships,
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`including its financial investor relationships and its medical staff for its ER facilities. Plaintiffs'
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`confidential information and trade secrets include, among other things: (1) confidential and
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`proprietary information regarding its market and growth strategy; (2) client and vendor lists,
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`client pricing and other confidential client information; (3) confidential financial investor lists;
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`(4) confidential compensation and salary for its staffing, including doctors and nurses. This
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`information constitutes Plaintiffs' "trade secrets" within the meaning of § 134A.002 (6) of the
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`Texas Uniform Trade Secrets Act. See TEX. CIV. PRAC. & REM. CODE § 134A.002 (6).
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`24.
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`Plaintiffs' confidential information and trade secrets are neither available to nor
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`known by the general public or its competitors. Plaintiffs have taken reasonable measures to
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`PLAINTIFFS' VERIFIED ORIGINAL PETITION AND APPLICATION FOR TEMPORARY
`RESTRAINING ORDER, TEMPORARY INJUNCTION, AND PERMANENT INJUNCTION
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`prevent its confidential information and trade secrets from becoming available to persons other
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`than those selected by Plaintiffs to have access to this information, including maintaining its
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`trade secrets on encrypted, password-protected secure servers with limited access.
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`B.
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`25.
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`Defendant Michael Hawk's Representation of Plaintiffs
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`In 2017, TMC retained Defendant Hawk to provide a wide range of legal services
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`for its company. Initially, Hawk represented TMC in assisting its business and also its members,
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`Dr. Harvey Castro and Lori Guerrero, in setting up affiliates and associated businesses, including
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`THM. Eventually, Hawk was retained as outside counsel and paid a monthly retainer for his
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`legal services that he provided to TMC and its affiliated entities.
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`26.
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`As part of Hawk being retained as counsel for TMC, he was privy and part of
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`TMC's marketing and growth strategies and was relied on for legal and business advice.
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`Specifically, in 2018, Hawk was involved in TMC's marketing and plans to grow its business by
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`finding new locations to operate and manage standalone ER facilities, including confidential and
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`internal discussions regarding pricing, negotiations, strategic markets, and timing for future ER
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`facilities. One such ER facility was identified and located at 16300 State Highway 121 in Collin
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`County, Texas (the "Custer ER facility"). Hawk assisted TMC in negotiations with the owner
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`and broker of the Custer ER facility that lasted nearly six months. In May of 2018, TMC
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`submitted a Letter of Intent to lease the Custer facility. See Exhibit A. Hawk represented to
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`TMC that the owner of Custer facility did not respond to its Letter of Intent. TMC instructed
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`Hawk to wait on this property that had sat dormant for a period of time, and as part of the
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`negotiating strategy, TMC instructed Hawk to wait for the owner to lower the price.
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`27.
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`Despite not receiving an immediate response from the owner of the Custer ER
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`facility, TMC expressed to Hawk that it was still interested in the Custer ER facility. Hawk was
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`involved in internal confidential discussions regarding TMC's marketing and growth strategies
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`PLAINTIFFS' VERIFIED ORIGINAL PETITION AND APPLICATION FOR TEMPORARY
`RESTRAINING ORDER, TEMPORARY INJUNCTION, AND PERMANENT INJUNCTION
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`with the Castro and Guerrero, including Hawk suggesting alternative bids to submit for the
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`Custer ER facility. As part of the negotiation strategy, Castro and Guerrero informed Hawk that
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`TMC would re-approach with a new Letter of Intent for the Custer ER facility once the owner
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`lowered his price. In April of 2019, TMC asked the Hawk what the status of the Custer ER
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`facility location was as it was re-considering submitting a new Letter of Intent.
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`28.
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`In 2018, as described below, Hawk represented THM affiliated company in a
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`management agreement. As retained outside counsel, Hawk acquired substantial knowledge
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`concerning all aspects of Plaintiffs' business operations, marketing strategies, finances and
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`financing and business development. Further, as counsel for Plaintiffs, Hawk had a duty not to
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`disclose Plaintiffs' confidential information and trade secrets, not to use such information except
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`to perform his duties as legal counsel for his Plaintiffs. On or about April 2018, TMC ended its
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`relationship with Hawk as it's full-time outside legal counsel.
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`C.
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`Defendants Walraven's and Brownfield's Fiduciary Duties as an Accountant
`and Employee of Plaintiffs
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`29.
`
`Defendant Ron Walraven is a certified accountant in Dallas, Texas. In October
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`2017, TMC retained Walraven as its outside accountant. Walraven was responsible for all
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`financial aspects of the Plaintiffs, including preparing the tax returns, assisted in the payrolls, and
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`business financials. As Plaintiffs' accountant, Walraven had access to Plaintiffs' confidential
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`business information, including marketing and growth strategies, salaries and compensation for
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`the medical staffing at the ER facilities, and access to its business investors. Walraven was in
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`charge of the day to day financial and accountant records of the company. He provided the
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`financial documents for financing the business, real estate deals, and with Plaintiffs' investors. In
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`addition, Walraven submitted many of the entity formation documents to the Secretary of State.
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`PLAINTIFFS' VERIFIED ORIGINAL PETITION AND APPLICATION FOR TEMPORARY
`RESTRAINING ORDER, TEMPORARY INJUNCTION, AND PERMANENT INJUNCTION
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`He also assisted in the business decisions and investment strategies for TMC as he prepared
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`financial due diligence for prospective and new ER facilities.
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`30.
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`On or about September 2017, Defendant Michele Brownfield was hired as
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`Regional Director of Operations of Plaintiffs. As an employee of Plaintiffs, she oversaw the
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`medical services and operations and medical staffing of TMC's ER facilities. As Director of
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`Operations, Brownfield was a key employee that was responsible for the growth and
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`organization of the ER facilities, including expense control and medical staff management and
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`salaries. As an agent and director, Brownfield owed the Plaintiffs a duty of loyalty and to protect
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`its trade secrets and confidential information.
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`D.
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`Plaintiffs Entered Into a Management Services Agreement with Defendants
`ER Addison, LLC and ER 2018 Holdings, LLC
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`31.
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`As part of its business development and growth strategy, Plaintiffs looked for new
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`business opportunities by partnering with existing emergency room facilities to provide
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`operational, human resources, accounting, legal, marketing and financial services to other
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`existing ER facilities. In August of 2018, THM was formed as part of this business development
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`and growth strategy to expand its administrative and management services business to similar
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`ER facilities with locations that are not in direct competition with TMC's own ER facilities.
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`32.
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`Upon information and belief, Defendant ER Addison, LLC, d/b/a ER Near Me
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`Addison ("ER Near Me") operates standalone ER facilities in Addison, Hulen, Richardson and
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`Fort Worth, Texas. On or about August 2018, THM entered into a Management Services
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`Agreement ("MSA") with ER Near Me, which Defendant Hawk assisted in negotiating and
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`drafting on behalf of Plaintiffs. As part of negotiating and drafting the agreement, Hawk should
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`have protected the Plaintiffs' trade secrets, confidential information and medical staff and
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`employees of the Plaintiffs. Under the MSA, THM provided ER Near Me operational, human
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`PLAINTIFFS' VERIFIED ORIGINAL PETITION AND APPLICATION FOR TEMPORARY
`RESTRAINING ORDER, TEMPORARY INJUNCTION, AND PERMANENT INJUNCTION
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`resources, accounting, legal, marketing and financial services in exchange for a monthly
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`administrative service fee. Additionally, under Exhibit B of the MSA, THM was required to
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`prepare and deliver to Defendant ER 2018 Holdings, LLC each ER facility's operations budget,
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`monthly capital contribution reports, and monthly reports detailing the financial, management,
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`and operational status of ER Near Me facilities.
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`33.
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`As part of the overall management services provided to ER Near Me, Hawk,
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`Walraven, and Brownfield were involved in the daily management in providing tasks and
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`management services to the ER facilities of ER Near Me. Under the MSA, Brownfield
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`performed operational and human resources for the ER facilities operated and owned by ER Near
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`Me, including overseeing the medical staff at ER Near Me's facilities and the day to day
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`operations. Further, Walraven was responsible providing the operations budget, monthly capital
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`contribution reports, and monthly reports detailing the financial status of ER Near Me facilities.
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`As part of the legal services under the MSA, Hawk prepared and assisted in negotiating and
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`contracting vendor contracts and physician contracts that joined ER Near Me. On or about
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`December of 2019, THM exercised its right to terminate the MSA with ER Near Me due to non-
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`payment and interference with Plaintiffs' business.
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`E.
`
`Defendants Hawk, Walraven and Brownfield Leave Plaintiffs and Join
`Defendants ER Addison, LLC, ER 2018 Holdings, LLC, Medops Staffing,
`LLC - Direct Competitors of Plaintiffs - and Misappropriate Plaintiffs'
`Trade Secrets
`
`34.
`
`Before THM terminated its MSA with Defendant ER 2018 Holdings, LLC,
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`Defendant Hawk informed Plaintiffs that he wished to represent Plaintiffs and Defendants ER
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`Addison, LLC d/b/a ER Near Me Addison and ER 2018 Holdings, LLC. Plaintiffs denied and
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`never consented to Hawk representing Plaintiffs. Upon information and belief, Hawk began
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`PLAINTIFFS' VERIFIED ORIGINAL PETITION AND APPLICATION FOR TEMPORARY
`RESTRAINING ORDER, TEMPORARY INJUNCTION, AND PERMANENT INJUNCTION
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`representing Defendant ER Addison, LLC d/b/a ER Near Me Addison ("ER Near Me"), a direct
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`competitor of Plaintiffs. Defendant John Shero is the Chief Executive Officer of ER Near Me.
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`35.
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`After THM terminated the MSA with ER 2018 Holdings, LLC, upon information
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`and belief, Defendants Shero, ER Near Me, and ER 2018 Holdings, directly recruited and
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`solicited Brownfield to leave TMC, to perform the same work and responsibilities that she was
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`providing under the MSA, and join Defendants and to operate ER Near Me's ER facilities in the
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`Dallas and Fort Worth areas.
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`36.
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`Upon information and belief, Plaintiffs learned that Hawk assisted another entity,
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`RLHLM, LLC, associated and affiliated with ER Near Me to submit a Letter of Intent at the
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`Custer ER facility and two other ER facilities located in Highland Village, Texas and Plano,
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`Texas. See Exhibit B.
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`37.
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`Further, upon information and belief, Plaintiffs discovered that Hawk, Walraven,
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`and Brownfield have created the limited liability company Medops Staffing, LLC ("Medops
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`Staffing") with the purpose to provided medical and administrative staffing to ER facilities
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`owned by ER Near Me. Medops Staffing is managed Medops Consulting, LLC.
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`38. Medops Consulting, LLC ("Medops Consulting") is a limited liability company
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`formed in Texas with its managing member as Ron Walraven. Upon information and belief,
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`Medops Consulting through the use of Hawk, Walraven and Brownfield have misappropriated
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`Plaintiffs' trade secrets and confidential information.
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`39.
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`Further, upon information and belief, Plaintiffs discovered through the use of
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`Hawk, Walraven and Brownfield, Defendants Shero, ER Near Me, ER 2018 Holdings, Medops
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`Staffing last week hired medical staffing members from Prime Medstaff that work and provide
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`medical services at TMC's ER facilities., including three administrative staff members from
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`PLAINTIFFS' VERIFIED ORIGINAL PETITION AND APPLICATION FOR TEMPORARY
`RESTRAINING ORDER, TEMPORARY INJUNCTION, AND PERMANENT INJUNCTION
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`Prime Medstaff located at TMC's ER facilities and Plaintiffs' Chief Clinical Operation Officer,
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`Dana Thorpe. Upon information and belief, Defendants Shero and Brownfield recruited and
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`solicited the three administrative staff members by claiming that Plaintiffs will soon no longer be
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`around and Brownfield informed several former Prime Medstaff employees that they had to join
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`ER Near Me and they didn’t have a choice because Plaintiffs would soon close.
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`40.
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`Further, upon information and belief, Brownfield and Shero are currently actively
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`soliciting and recruiting Plaintiffs' Medical Director, Dr. Bohil and other doctors from THP that
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`work and provide medical services at TMC's ER facilities.
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`41.
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`Thus, ER Near Me, ER 2018 Holdings, Medops Staffing and Medops Consulting
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`was able to hire and staff its ER facilities through the efforts of and confidential information that
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`Hawk, Walraven and Brownfield held and misappropriated. To further cripple Plaintiffs
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`business operations, Defendants have conspired to solicit and recruit Plaintiffs' confidential
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`business financial investors for their own investments at Defendants' prospective ER facilities
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`and conspired to solicit Plaintiffs' third party vendors, including contractors for construction and
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`renovations to stop working in Plaintiffs ER facilities.
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`42.
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`Upon information and belief, Defendants ER Near Me, ER 2018 Holdings,
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`Medops Staffing and Medops Consulting have used the confidential and trade secret information
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`of Plaintiffs to target the Custer ER facility and other business development locations, raided
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`Plaintiffs' medical and administrative staffing at its ER facilities with the knowledge of Plaintiffs'
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`confidential salary and compensation structures, and has solicited Plaintiffs' financial investors
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`and vendors.
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`43.
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`Defendants' actions have caused, and will continue to cause, irreparable damages
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`to Plaintiffs.
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`PLAINTIFFS' VERIFIED ORIGINAL PETITION AND APPLICATION FOR TEMPORARY
`RESTRAINING ORDER, TEMPORARY INJUNCTION, AND PERMANENT INJUNCTION
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`44.
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`45.
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`VI. CAUSES OF ACTION
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`Count I – Legal Malpractice
`(Against Hawk)
`
`Plaintiffs reassert and incorporate by reference the allegations set forth above.
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`Plaintiffs and Defendant Hawk had an attorney-client relationship. In 2017,
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`Defendant Hawk and Plaintiffs entered into an attorney-client engagement letter where
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`Defendant Hawk was retained by Plaintiffs to provide legal services for all its business matters.
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`Defendant Hawk was paid for his legal services by Plaintiffs every month until April 2019.
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`46.
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`Defendant Hawk breached the standard of care that arose from the attorney-client
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`relationship by disclosing Plaintiffs' confidential information and trade secrets and Plaintiffs'
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`business operations, marketing strategies, and business development to a direct competitor and
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`by misrepresenting the status of the Custer ER facility. Specifically, Hawk failed to disclose all
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`material and relevant information regarding the Custer ER facility to Plaintiffs.
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`47.
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`Defendant Hawk's breach of the standard of care proximately caused injury to
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`Plaintiffs, which resulted in damages.
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`48.
`
`Plaintiffs seek damages within the jurisdictional limits of this Court.
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`Count II – Breach of Fiduciary Duty
`(Against Hawk)
`
`49.
`
`50.
`
`Plaintiffs reassert and incorporate by reference the allegations set forth above.
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`Defendant Hawk had a fiduciary relationship with Plaintiffs as its attorney.
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`Defendant Hawk owed Plaintiffs fiduciary duties of loyalty, good faith, fair honest dealing, full
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`disclosure and no self-dealing and candor.
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`51.
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`As described above, Defendant breached his fiduciary duties to Plaintiffs by
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`placing his personal interests over the client's interests, improper use of client confidences,
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`taking advantage of
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`the client's
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`trust, engaging
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`in self-dealing, and making false
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`PLAINTIFFS' VERIFIED ORIGINAL PETITION AND APPLICATION FOR TEMPORARY
`RESTRAINING ORDER, TEMPORARY INJUNCTION, AND PERMANENT INJUNCTION
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`misrepresentations and/or failing to disclose all material facts regarding his self-dealing and
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`transactions he was retained to represent Plaintiffs. Specifically, Hawk failed to disclose all
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`material and relevant information regarding the Custer ER facility, and has used Plaintiffs
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`business development and marketing strategies and confidential communications to assist a
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`direct competitor of Plaintiffs in attempts to secure and lease the Custer ER facility for the
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`unlawful and wrongful purpose to cripple Plaintiffs business operations and gain an unfair
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`business advantage.
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`52.
`
`53.
`
`54.
`
`55.
`
`Such conduct violated his fiduciary duties owed to Plaintiff.
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`Plaintiffs seek damages within the jurisdictional limits of this Court.
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`Count III – Breach of Contract
`(Against Hawk)
`
`Plaintiffs reassert and incorporate by reference the allegations set forth above.
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`Plaintiffs and Hawk had a valid, enforceable agreement. Plaintiffs performed
`
`their obligations under the agreement with Hawk. Hawk breached the agreement by assisting a
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`direct competitor of Plaintiffs to target the Custer ER facility and other business development
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`locations, raid Plaintiffs' medical and administrative staffing at its ER facilities, essentially
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`handing over the strategies and business blue-print to a direct competitor.
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`56.
`
`As a result of Hawk's breach of the agreement, Plaintiffs have been irreparably
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`damaged by, among other things, loss of employees, loss of profits, loss of its confidential
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`information and trade secrets, loss of the benefit of Hawk's agreement not to use or disclose
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`Plaintiffs' confidential information and trade secrets in assisting a direct competitor.
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`57.
`
`Plaintiffs seek damages within the jurisdictional limits of this Court.
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`
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`PLAINTIFFS' VERIFIED ORIGINAL PETITION AND APPLICATION FOR TEMPORARY
`RESTRAINING ORDER, TEMPORARY INJUNCTION, AND PERMANENT INJUNCTION
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`Page 13 of 28
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`58.
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`59.
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`Count IV – Fraudulent Misrepresentation
`(Against Hawk)
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`Plaintiffs reassert and incorporate by reference the allegations set forth above.
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`Defendant Hawk misrepresented the status of the Custer ER facility and failed to
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`disclose all material and relevant information regarding the Custer ER facility to Plaintiffs.
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`60.
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`Defendant Hawk made the representation with the knowledge that it was false or
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`made recklessly without any knowledge of the truth and as a positive assertion.
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`61.
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`Plaintiffs justifiably relied on Defendant Hawk's false representation when it
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`waited on pursuing the Custer transaction.
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`62.
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`Defendant's false representation directly and proximately caused injury to
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`Plaintiffs, which resulted in the following damages:
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`63.
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`Plaintiffs seek damages within the jurisdictional limits of this Court.
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`Count V – Breach of Fiduciary Duty and Duty of Loyalty
`(Against Brownfield)
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`Plaintiffs reassert and incorporate by reference the allegations set forth above.
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`Defendant Brownfield was a director of TMC and had a fiduciary relationship
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`64.
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`65.
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`with Plaintiffs. Brownfield owed Plaintiffs fiduciary duties of loyalty, good faith, fair honest
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`dealing, full disclosure and no self-dealing and candor.
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`66.
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`As described above, Defendant breached her fiduciary duties to Plaintiffs by
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`placing her personal interests over the Plaintiffs' interests, improper use of client confidences,
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`taking advantage of
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`the client's
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`trust, engaging
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`in self-dealing, and making false
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`misrepresentations and/or failing to disclose all material facts regarding his self-dealing and
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`transactions he was
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`retained
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`to
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`represent Plaintiffs.
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` Specifically, Brownfield has
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`misappropriated Plaintiffs' trade secrets and confidential information to a direct competitor and
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`PLAINTIFFS' VERIFIED ORIGINAL PETITION AND APPLICATION FOR TEMPORARY
`RESTRAINING ORDER, TEMPORARY INJUNCTION, AND PERMANENT INJUNCTION
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`Page 14 of 28
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`engaged in conduct to solicit and recruit Plaintiffs' medical staffing and solicit and contact
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`Plaintiffs financial investors for the unlawful and wrongful purpose to cripple Plaintiffs business
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`operations and gain an unfair business advantage.
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`67.
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`68.
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`69.
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`70.
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`Such conduct violated her fiduciary duties owed to Plaintiffs.
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`Plaintiffs seek damages within the jurisdictional limits of this Court.
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`Count VI – Breach of Fiduciary Duty
`(Against Walraven)
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`Plaintiffs reassert and incorporate by reference the allegations set forth above.
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`Defendant Walraven had a fiduciary relationship with Plaintiff as its accountant.
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`Defendant Walraven owed Plaintiff fiduciary duties of loyalty, good faith, fair honest dealing,
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`full disclosure and no self-dealing and candor.
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`71.
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`As described above, Defendant breached his fiduciary duties to Plaintiffs by
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`placing his personal interests over the client's interests, improper use of client confidences,
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`taking advantage of
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`the client's
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`trust, engaging
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`in self-dealing, and making false
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`misrepresentations and/or failing to disclose all material facts regarding his self-dealing and
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`transactions he was retained to represent Plaintiffs. Specifically, Walraven has misappropriated
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`Plaintiffs trades secrets and confidential information to a direct competitor and engaged conduct
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`to solicit and recruit Plaintiffs' medical staffing and solicit and contact Plaintiffs financial
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`investors for the unlawful and wrongful purpose to cripple Plaintiffs business operations and
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`gain an unfair business advantage. Further, Walraven has violated the IESBA's Code of Ethics
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`for Professional Accounts and violated the accountant-client privilege by providing confidential
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`information acquired as a result of professional and business relationships with Plaintiffs and
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`provided to a director competitor of Plaintiffs and his personal advantage.
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`PLAINTIFFS' VERIFIED ORIGINAL PETITION AND APPLICATION FOR TEMPORARY
`RESTRAINING ORDER, TEMPORARY INJUNCTION, AND PERMANENT INJUNCTION
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`Page 15 of 28
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`72.
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`Such conduct violated his fiduciary duties and accountant-client privilege owed to
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`Plaintiffs.
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`73.
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`Plaintiffs seek damages within the jurisdictional limits of this Court.
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`Count VII - Tortious Interference with Prospective Business Relations
`(Against Hawk, Walraven and Brownfield)
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`Plaintiffs reassert and incorporate by reference the allegations set forth above.
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`Plaintiffs had a marketing and business development strategy for its growth in the
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`74.
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`75.
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`Dallas and surrounding area, including growth at the Custer ER facility location. Defendant's
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`Hawk, Walraven, and Brownfield willfully, intentionally, and unlawfully interfered, without
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`privilege or justification, by: (1) disclosing Plaintiffs' marketing and business development
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`strategy to a direct competitor, including revealing market locations such as the Custer ER
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`facility; (2) engaging in conduct to solicit and recruit Plaintiffs' medical staffing; (3) and solicit
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`Plaintiffs financial investors for the unlawful and wrongful purpose to cripple Plaintiffs business
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`operations and gain an unfair business advantage. Defendant's Hawk, Walraven, and Brownfield
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`were aware of Plaintiffs' marketing and investing strategy for its growth in the Dallas and
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`surrounding area, including growth at the Custer location.
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`76.
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`As a result of Defendants Hawk, Walraven and Brownfield's interference with
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`Plaintiffs' prospective and on-going business relations, Plaintiffs have suffered irreparable
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`damages, including, among other things, loss of employees, financial investors, damage to its
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`reputation, loss of business opportunities and other pecuniary loss.
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`77.
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`Because Defendants Hawk, Walraven and Brownfield have acted intentionally,
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`w