American Professional Nursing Resources v Medical Staffing Worldwise - Complaint

7/30/2019 American Professional Nursing Resources v Medical Staffing Worldwise - Complaint

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IN THE IN THE UNITED STATES DISTRICT COURTFOR THE SOUTHERN DISTRICT OF INDIANA

INDIANAPOLIS DIVISIONAMERICAN PROFESSIONAL NURSINGRESOURCES, LLC and DOYLE SILVERS,

Plaintiffs,v.

))))) CAUSE NO. :3; 13-t:__v- /0 /)

MEDICAL STAFFING WORLDWIDE, LLCLARRY MYERS, TOM RETO, JON MARLER,DAN HASSLINGER, JAMES GREG BOWERS, andBENNY SPENSIERI

Defendants.

)))))))

VERIFIED COMPLAINT AND JURY DEMANDPlaintiffs, American Professional Nursing Resources, LLC ("APNR") and Doyle Silvers

("Silvers"), by counsel, for their Verified Complaint and Jury Demand against Defendants,Medical Staffing Worldwide, LLC ("MSW"), Larry Myers ("Myers"), Tom Reto ("Reto"), JonMarler ("Marler"), Dan Hasslinger ("Hasslinger"), James Greg Bowers ("Bowers"), and BennySpensieri ("Spensieri") state as follows:

PARTIES AND JURISDICTION1. APNR is an Indiana limited liability company located in La Fontaine, IN.2. Silvers is an individual residing in La Fontaine, IN.3. MSW is an Indiana limited liability company with its principal place of business located

at 5705 Western Avenue, Marion, IN 46953.4. Myers is an individual residing at 708 Casey Key Road, Nokomis, FL 34275.5. Reto is an individual residing at 1402 N. Marlin Drive, Marion, IN 46952.6. Marler is an individual residing at 7245 E. Eli Lilly Road, Syracuse, IN 46567.

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7. Hasslinger is an individual residing at 1272 Grassy Lane, Rossford, OH 43460.8. Bowers is an individual residing at 3462 N. Mayo Road, Marion, IN 46952.9. Spensieri is an individual residing at 12107 Shady Forest Dr., Riverview, FL 33569.10. This Court possesses subject matter jurisdiction pursuant to 28 U.S.C. 1331 because

this action arises, in part, out of 15 U.S.C. 1125(a), and 28 U.S.C. 1367 provides thisCourt with supplemental jurisdiction over the remainder of the claims.

BACKGROUND FACTS11. On or about March 15, 2004, Silvers formed APNR, a global recruitment company that

assists domestic employers in recruiting foreign medical professionals by providingdomestic screening, training tools, and foreign processing facilities that reduce the costand inconvenience of recruiting foreign medical professionals.

12. Over the course of the next few years, APNR and Silvers recruited Myers, Reto, Marler,Hasslinger, and Bowers to develop and grow APNR into a fully operational business.

13. Myers, Reto, Marler, Hasslinger, and Bowers agreed that, when APNR became a fullyoperational business, they would take salaried positions at APNR as follows: Myers as itsChief Executive Officer, Reto as its Chief Financial Officer, Marler as its Vice Presidentof Marketing, Hasslinger as its Chief Executive Officer of Mexican Operations, andBowers as its Support Unit for Spensieri.

14. APNR also retained Spensieri and Lyle Carpenter as consultants to develop and grow its

business plan and locate clients and investors to grow and develop APNR.15. Spensieri entered into a Contractual Fee Agreement with APNR for the period from

October 30, 2010 to October 31, 2015 (the "CFA"). Through the CFA, Spensieri agreedto use diligent efforts to procure clients for APNR. Exhibit A.

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16. Spensieri also executed a Non-Disclosure Agreement ("NDA'') . Through the NDA,Spensieri agreed to refrain from disclosing to third parties the confidential, proprietary,and trade secret information ofAPNR. Exhibit B.

17. Spensieri and Carpenter subsequently entered into a Contractual Agreement forBusiness/Financial Arrangement with APNR (the "CABFA"). Through the CABF A,Spensieri and Carpenter agreed to provide credible funding sources and a viable businessmarket for APNR. More specifically, they agreed to provide $1,500,000.00 of funding toAPNR by October 11, 2012. Exhibit C.

18. In exchange for their promises to develop and grow APNR, Silvers provided Myers,Reto, Marler, Hasslinger, Bowers, and Spensieri with confidential, proprietary, and tradesecret information of APNR including its business plan, business model, financialinformation, and methods and techniques for global recruitment, immigration, screening,and training of foreign medical professionals.

19. Myers, Reto, Marler, Hasslinger, and Bowers all agreed to maintain the secrecy ofAPNR's confidential, proprietary, and trade secret information in exchange for theopportunity to develop and grow APNR, as did Spensieri through the NDA.

20. Myers, Reto, Marler, Hasslinger, Bowers, and Spensieri held themselves out to potentialclients and investors and in business opportunities as affiliated with APNR.

21. On or about June 14, 2012, Myers, Reto, Marler, Hasslinger, and Bowers reserved thename MSW and, within the next month, formed MSW, a company that has the samebusiness plan, business model, and financial projections as APNR and uses identicalmethods and techniques for global recruitment, immigration, screening, and training offoreign medical professionals as APNR.

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22. Initially, Myers, Reto, Marler, Hasslinger, and Bowers represented to Silvers that MSWwas being formed as a replacement company for APNR, effectively a name change,whereby Silvers and all of the APNR shareholders would be full members of MSW andequal to all other members ofMSW.

23. At that time, Myers, Reto, Marler, Hasslinger, and Bowers proposed an agreement toAPNR and Silvers whereby MSW would effectively purchase the business, including allassets, intellectual property, and work product of APNR. Through that agreement,Myers, Reto, Marler, Hasslinger, and Bowers recognized the property rights of APNRand Silvers in the assets, intellectual property, and work product of APNR.

24. When APNR and Silvers refused to consent to that agreement, Myers, Reto, Marler,Hasslinger, and Bowers abandoned Silvers, APNR, and its shareholders, shutting themout of MSW. They then began working for MSW, induced Spensiere and Carpenter toleave APNR for MSW, and divetied clients, investors, and business opportunitiesnegotiated by and/or in place to benefit APNR to MSW.

25. At that time, MSW began using APNR's trademark "The Future of Medical Staffing,"which APNR had used in interstate commerce on its materials at various trade shows andmeetings in Ohio, Michigan, Illinois, Massachusetts, and Maryland and on its websitesince beginning in 2005. Screenshots from MSW's website and Facebook page areattached as Exhibit D.

26. As a direct and proximate result of the wrongful actions of MSW, Myers, Reto, Marler,Hasslinger, Bowers, and Spensieri, APNR has and continues to suffer damage.

COUNT I-COMPLAINT FOR BREACH OF CONTRACT

27. APNR and Silvers incorporate the allegations above as if they were stated herein.

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28. The CF A, CABFA, and NDA (the "Contracts") are valid and enforceable agreementsbetween APNR and Spensieri.

29. Spensieri breached the Contracts by leaving APNR, failing to fulfill his contractualobligations to APNR, going to work for MSW, using the confidential, proprietary, andtrade secret information of APNR at MSW, and diverting clients, credible fundingsources, and business opportunities away from APNR to MSW.

30. As a direct and proximate result, APNR and Silvers have suffered damage.COUNT II- BREACH OF FIDUCIARY DUTY

31. APNR and Silvers incorporate the allegations above as if they were stated herein.32. Myers, Reto, Marler, Hasslinger, Bowers, and Spensieri had a fiduciary duty to deal

fairly, honestly, openly, and loyally with APNR and Silvers.33. Myers, Reto, Marler, Hasslinger, Bowers, and Spensieri breached their fiduciary duty by

forming MSW, abandoning APNR, using the confidential, proprietary, and trade secretinformation of APNR at MSW, and/or dive1iing clients, credible funding sources, andbusiness opportunities away from APNR to MSW.

34. Myers, Reto, Marler, Hasslinger, and Bowers further breached their fiduciary duty byinducing Spensiere and Carpenter to leave APNR and work for MSW.

35. Myers, Reto, Marler, Hasslinger, Bowers, and Spensieri's actions were unfair, dishonest,disloyal, and self-dealing, all to their benefit and to the detriment ofAPNR and Silvers.

36. As a direct and proximate result, APNR and Silvers have suffered damage.COUNT III- MISAPPROPRIATION OF TRADE SECRETS

37. APNR and Silvers incorporate the allegations above as if they were stated herein.

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38. Myers, Reto, Marler, Hasslinger, Bowers and Spensieri were provided with confidential,proprietary, and trade secret information of APNR under circumstances in which theywere aware that they had a duty to maintain the secrecy of that information for APNR.

39. Myers, Reto, Marler, Hasslinger, Bowers, and Spensieri misappropriated these tradesecrets by using them at MSW in direct competition with APNR.

40. MSW misappropriated these trade secrets by acquiring them knowing that they wereacquired and/or disclosed improperly.

41. As a direct and proximate result, APNR and Silvers have suffered damage.42. APNR is entitled to enjoin Myers, Reto, Marler, Hasslinger, Bowers, Spensieri and MSW

from continued use of its confidential, proprietary, and trade secret information.COUNT IV - TORTIOUS INTERFERENCE WITH CONTRACTS

43. APNR and Silvers incorporate the allegations above as if they were stated herein.44. The Contracts are valid agreements between APNR and Spensieri.45. Myers, Reto, Marler, Hasslinger, Bowers, and MSW were aware of the Contracts.46. Myers, Reto, Marler, Hasslinger, Bowers, and MSW knowingly, intentionally, willfully,

wrongfully, and maliciously interfered with and caused the termination of the Contracts.47. Upon belief, Myers, Reto, Marler, Hasslinger, Bowers, and MSW's actions were

maliciously directed to damage APNR and Silvers.48. As a direct and proximate result, APNR and Silvers have suffered damage.

COUNT V --VIOLATION OF 43(a) OF THE LANHAM ACT49. APNR and Silvers incorporate the allegations above as if they were stated herein.50. APNR was the first user of the trademark "The Future of Medical Staffing" in interstate

commerce and that mark is affiliated in the marketplace with APNR.

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51. MSW's use of the trademark in direct competition with APNR is likely to causeconfusion in the marketplace in that recruiters, employers, clients, and investors willbelieve that the services provided by MSW are provided by or associated with APNR.

52. As a direct and proximate result, APNR and Silvers have and will suffered damage.53. APNR is entitled to a permanent injunction to prohibit Myers, Reto, Marler, Hasslinger,

Bowers, Spensieri, and MSW from using its trademark.COUNT VI: REQUEST FOR INJUNCTION

54. APNR and Silvers incorporate the allegations above as if they were stated herein.55. Myers, Reto, Marler, Hasslinger, Bowers Spensieri, and MSW's continued disregard for

APNR's confidential, proprietary, and trade secret information and use of APNR'strademark is causing a continuing and imminent threat of irreparable injury to APNR.

56. If Myers, Reto, Marler, Hasslinger, Bowers, Spensieri and MSW continue using APNR'sconfidential, proprietary, and trade secret information and trademark, APNR is likely toexperience an irreparable loss of clients, investors and business.

57. APNR has no adequate remedy at law to stop Myers, Reto, Marler, Hasslinger, Bowers,Spensieri, or MSW from using its confidential, proprietary, and trade secret informationand trademark and APNR is not able to assign a monetary figure to its continued losses.

58. Myers, Reto, Marler, Hasslinger, Bowers, Spensieri, and MSW must be enjoined fromusing APNR's confidential, proprietary, and trade secret information and trademark.

59. The damage that will accrue to APNR if the wrongful conduct continues far outweighsany potential damage to Myers, Reto, Marler, Hasslinger, Bowers, Spensieri, and MSW.

60. A permanent injunction will not disserve the public interest.

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PRAYER FOR RELIEFWHEREFORE, Plaintiffs, American Professional Nursing Resources, LLC and Doyle

Silvers, by counsel, respectfully request that this Court enter a judgment against Defendants,Medical Staffing Worldwide, LLC, LatTy Myers, Tom Reto, Jon Marler, Don Hasslinger, JamesGreg Bowers and Benny Spensieri for actual, consequential, and ptmitive damages, attorneys'fees, costs, pre-judgment interest, post-judgment interest; a permanent injunction preventingMedical Staffing Worldwide, LLC, Larry Myers, Tom Reto, Jon Marler, Dan Hasslinger, JamesGreg Bowers m1d Be1my Spensieri from continued use of APNR's confidential, proprietary, andtrade secret information and trademark; and all other appropriate relief.

JURY DEMANDPlaintiffs, American Professional Nursing Resources, LLC and Doyle Silvers,

respectfully request that this cause and all claims and counterclaims be tried to a jury.

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FROM Villa Margarita Hotel PHONE NO . 63 82 2262968 Feb. 26 2013 05:22PM Pl

Respectfully Submitted,

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American Professional Nursing Resources v Medical Staffing Worldwise - Complaint

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