DMM-PG---Draft-Second-Amended-Complaint--03.20.2020---02542312xD74AC- (1)

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314
 
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IN THE UNITED STATES DISTRICT COURT  
FOR THE EASTERN DISTRICT OF TENNESSEE 
 
 
 
 
 
 
 
 
DIVERSE MEDICAL  
 
 
) 
MANAGEMENT, INC., and AZZAM 
) 
MEDICAL SERVICES, LLC, 
 
) 
 
            
 
 
 
) 
Plaintiffs, 
 
 
 
 
) 
 
 
 
 
 
 
) 
v.  
 
 
 
 
 
)  
Case No: 19-CV-00046 
 
 
 
 
 
 
) 
JURY DEMAND 
 
 
 
) 
PLATINUM GROUP USA, INC.,  
) 
AMER RUSTOM, MICHAEL LEWITT, ) 
AMERICORE HEALTH, LLC, and JAMES B. BIDEN, 
) 
 
 
 
 
 
 
) 
 
Defendants.   
 
 
 
) 
------------------------------------------------------) 
PLATINUM GROUP USA, INC.,  
) 
 
 
 
 
 
 
) 
Counterclaim Plaintiff, 
 
 
) 
v. 
 
 
 
 
 
) 
 
 
 
 
 
 
) 
DIVERSE MEDICAL MANAGEMENT, ) 
INC., MICHAEL FREY, NATALIE 
) 
FREY, AND MOHANNAD AZZAM, 
) 
 
 
 
 
 
 
) 
Counterclaim Defendants.  
 
) 
 
 
 
 
 
 
) 
____________________________________) 
 
 
 
 
 
 
) 
AMERICORE HEALTH, and GRANT ) 
WHITE 
 
 
 
 
) 
 
 
 
 
 
 
) 
 
Counterclaim Plaintiffs, 
 
) 
 
 
 
 
 
 
) 
v.  
 
 
 
 
 
) 
 
 
 
 
 
 
) 
DIVERSE MEDICAL MANAGEMENT, ) 
INC., and MICHAEL FREY 
 
) 
 
 
 
 
 
 
) 
 
Counterclaim Defendants.  
) 
 
 
SECOND AMENDED COMPLAINT 
 
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Plaintiffs Diverse Medical Management, Inc. (“DMM”) and Azzam Medical Services, 
LLC (“AMS”), by and through their undersigned counsel, for their Complaint against Platinum 
Group USA, Inc., Amer Rustom, , Michael Lewitt, Americore Health, LLC,  and James B. Biden 
(collectively “Defendants”) allege as follows: 
INTRODUCTION 
Rural Americans are facing a healthcare crisis.  Plaintiffs developed an innovative 
healthcare delivery model, with rural hospitals and clinics at its center, that provides high-quality 
and affordable healthcare to these at-risk and frequently neglected citizens.  This model attracted 
significant interest from investors, including the Defendants, that could have launched Plaintiffs’ 
healthcare model into rural communities throughout the country.  Unfortunately, Plaintiffs 
innovative approach never reached its potential.  Instead, the Defendants conspired to defraud the 
Plaintiffs and undercut their promising healthcare model, also depriving rural Americans in the 
process.  Plaintiffs have learned that this is not the first time Defendants’ have caused a healthcare 
startup to crash and burn. 
In December 2017, Defendant Americore Health, LLC (“Americore”) and its CEO, 
Defendant Grant White (“White”), a rural hospital operator, expressed an interest in partnering 
with Plaintiffs.  Americore was purportedly in the business of acquiring and turning around 
struggling rural hospitals.  At the outset, Americore and White touted the potential success of 
implementing Plaintiffs’ model in Americore’s rural hospitals.  As talks progressed, in May 2018, 
the parties agreed to Americore’s acquisition of Plaintiffs.  But the deal never closed, despite 
White’s promises to the contrary.   
 
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As its relationship with Americore1 deteriorated, DMM turned to one of Americore’s 
principals: Defendant James Biden (“Biden”).  In June 2018, Biden introduced DMM’s founder 
and CEO, Michael Frey (“Frey”), to Biden associate and Americore investor Defendant Michael 
Lewitt (“Lewitt”)to discuss Plaintiffs’ model.  Lewitt and Biden together then put Plaintiffs in 
touch with Defendant Platinum Group USA, Inc. (“the Platinum Group”) and Defendant Amer 
Rustom (“Rustom”), who they promised would assist Plaintiffs in securing investments from third-
party investor sources.  Plaintiffs believed they had moved beyond the wreckage of Americore.  
Instead, they were simply Defendants’ next victim. 
What followed was an elaborate scheme to conceal Defendants’ true intentions of enriching 
themselves at the expense of Plaintiffs and any other company that would allow.  For roughly nine 
months, Biden, Lewitt, Rustom, and their respective companies (the “Investor Defendants”) made 
promise after promise to Plaintiffs.  Whether it was through in-person meetings, phone calls, text 
messages, or emails, the Investor Defendants furthered their fraudulent scheme one 
communication at a time.  The Investor Defendants instructed Plaintiffs to acquire new businesses 
and service lines because investment capital was just around the corner.  They repeatedly assured 
Plaintiffs that investment capital originating from and flowing through foreign entities was not 
only certain, but imminent.  And Biden promised the Plaintiffs that their Intensive Outpatient 
 
1 Presently, upon information and belief, Americore hospitals and its leadership are under criminal 
investigation and face a slew of lawsuits including a class action lawsuit brought by its own 
employees.  See Ayla Ellison, Pennsylvania Hospital, 3 Execs Tied to Criminal Probe, Becker’s 
Hospital Review (January 22, 2019), https://www.beckershospital 
review.com/legal-regulatory-
issues/pennsylvania-hospital-3-execs-tied-to-criminal-probe.html; Channel 11 News, DA 
Launches Investigation into Ellwood City Hospital That Suspended Employees’ Pay, (January 22, 
2019), 
https://www.wpxi.com/news/top-stories/da-launches-investigation-into-ellwood-city-
hospital-that-suspended-employees-pay/908306491; Ayla Ellison, Kentucky Hospital Faces Class 
Action After Workers’ Health Plan Canceled, Becker’s Hospital Review (June 24, 2019), 
https://www.beckershospitalreview.com/finance/ kentucky-hospital-faces-class-action-after-
workers-health-plan-canceled.html.   
 
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Model (“IOP”) would play an integral role in healthcare policy at the highest levels of the United 
States government.   
But it was all a fraud.  Defendants’ fraudulent scheme had three primary goals: (1) 
conspiring to use DMM and AMS as mere end points for foreign investment so that Defendants 
could live out of these companies, just as they had done with Americore; (2)  stealing Plaintiffs’ 
business model; and (3) stringing Plaintiffs along in order to drive DMM and AMS into 
insolvency, with Defendants’ ultimate objective being the dilution and control of Plaintiffs’ 
businesses.  With each empty promise and passing week, Defendants strung Plaintiffs along, laser 
focused on using Plaintiffs merely as a means to an end of securing foreign investment for their 
own benefit, with little regard for Plaintiffs’ success and the health of rural Americans.  All the 
while, Defendants further misappropriated their business model, piece-by-piece, while directing 
Plaintiffs to take on increasing obligations.  Eventually, it became clear to Plaintiffs that the 
repeatedly-promised investment capital was never coming.  By then, however, at the express 
directions of Defendants, Plaintiffs had acquired multiple service lines, assumed various payroll 
liabilities, missed a number of lucrative contractual opportunities, entered into numerous loan 
agreements to stay afloat, and had their business model ripped away from them with nothing to 
show for any of it.  Thus, Plaintiffs were left with no choice but to bring this lawsuit. 
THE PARTIES 
1. 
Diverse Medical Management, Inc. (“DMM”) is a Tennessee corporation organized 
and existing under the laws of Tennessee with its principal place of business in McMinnville, 
Tennessee. 
2. 
Azzam Medical Services, LLC (“AMS”) is an Alabama limited liability company 
with its principal place of business in Hoover, Alabama.   
 
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3. 
Platinum Group USA, Inc. (“The Platinum Group”) is a corporation organized and 
existing under the laws of Florida with its principal place of business in Delray Beach, Florida.  
The Platinum Group provides business development and consulting services for businesses on an 
international scale.2   
4. 
Amer Rustom (“Rustom”) is an adult resident of Florida and serves as the CEO and 
President of The Platinum Group.  Rustom is a successful entrepreneur and international investor 
and is Platinum Group’s co-founder.  Rustom also serves as President, Chief Executive Officer, 
and Chairman of Platinum Petroleum International Limited, an oil company focusing on extraction 
in the Middle East.  Rustom claims to have “successfully developed strong ties with many of the 
Middle East and North African leaders and country officials as well as the local and international 
business communities.”3 
 
2 Id. 
3 The Platinum Group USA, About Us, http://www.tpgus.com/about (last visited July 18, 2019). 
 
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5. 
Michael Lewitt (“Lewitt”) is an adult resident of Florida, is a member of Third 
Friday GP, LLC, the General Partner of the Third Friday Fund, and manages the Third Friday 
Fund.  Lewitt is a licensed attorney and elite investor with over 30 years of securities industry and 
investment management experience.  He has been a frequent contributor to Forbes magazine5 and 
the New York Times,6 has appeared on CNBC,7 and has been quoted by news organizations 
including CNN,8  the Washington Post,9 and FoxNews.10 
6. 
Americore Health, LLC (“Americore”) is a limited liability company organized and 
existing under the laws of Delaware with its principal place of business in Lauderdale By the Sea, 
Florida. 
 
5 Forbes, Contributor: Michael Lewitt, 
https://www.forbes.com/sites/michaellewitt/#34c13640720a (last visited July 18, 2019). 
6 Michael Lewitt, Wall Street’s Next Big Problem, N.Y. TIMES (September 15, 2008), 
https://www.nytimes.com/2008/09/16/opinion/16lewitt.html. 
7 Lee Brodie, Mega-Bear Prediction: Dow 5,000, CNBC (December 24, 2008), 
https://www.cnbc.com/id/28379766. 
8 Katie Benner, Madoff Mess Exposes Fund Ripoffs Too, CNN MONEY (December 16, 2008), 
https://money.cnn.com/2008/12/16/news/companies/madoff_fundoffunds.fortune/index.htm. 
9 Matt Miller, Barack Obama, Private Equity King, WASHINGTON POST (May 23, 2012), 
https://www.washingtonpost.com/opinions/barack-obama-private-equity-
king/2012/05/23/gJQAFolLkU_story.html. 
10 Associated Press, Experts Worry About “Smoke and Mirrors” in Earnings Reports as Stocks 
Hit Record after Record, FOXNEWS (June 8, 2015), https://www.foxnews.com/us/experts-worry-
about-smoke-and-mirrors-in-earnings-reports-as-stocks-hit-record-after-record. 
 
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7. 
James B. Biden (“Biden”) is an adult resident of Pennsylvania and is a Principal of 
Americore. Biden is an investor and businessman with “40 years of experience dealing with 
principals in business, political, legal and financial circles across the nation and internationally.”12    
JURISDICTION AND VENUE 
8. 
This Court has jurisdiction over the causes of action set forth in this Complaint 
pursuant to 28 U.S.C. § 1332.  There is complete diversity of citizenship between DMM and the 
Defendants and the amount in controversy, exclusive of interests and costs, exceeds the sum of 
$75,000.   
9. 
This Court has personal jurisdiction over the Defendants due to Defendants’ 
purposeful availment of the privilege of acting in Tennessee and intentionally causing the 
consequences described below.  Defendants proactively communicated with Plaintiffs in 
Tennessee in furtherance of their fraudulent schemes for more than one year.  These 
communications were sent to Tennessee, targeted Tennessee residents, and form the heart of 
DMM’s claims.  Over the relevant time period, Defendants profited financially from their ongoing 
fraud, as detailed below.   
10. Venue is proper pursuant to 28 U.S.C. §§ 1391 because a substantial part of the 
events giving rise to the claims occurred in this judicial district. 
FACTUAL BACKGROUND 
11. 
Plaintiffs are innovative leaders in providing medical and psychiatric care in rural 
America.   
 
12 Charlie Gasparino, The Ties that Biden, FOX BUSINESS (October 22, 2012), 
https://www.foxbusiness.com/politics/the-ties-that-biden. 
 
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12. DMM is a husband-and-wife-owned medical management company based in 
McMinnville, Tennessee, and founded in 2014.  DMM’s owners live in a rural community and 
witness on a near-daily basis the acute problems rural citizens face seeking treatment for opioid 
addiction, mental health issues, veterans’ issues, and sexual trauma.  DMM’s owners formed their 
company, in part, to seek a solution to these at-risk individuals in towns across America similar to 
those found in Warren County, Tennessee. 
13. AMS is a provider of medical services primarily to nursing homes.  AMS was 
founded in 2014 in Hoover, Alabama, by Doctor Mohannad Azzam, M.D. (“Dr. Azzam”).  Dr. 
Azzam has worked many years in the rural practice of medicine and has seen first-hand the 
problems patients face in these underserved communities. 
14. 
The rural hospital is at the center of Plaintiffs’ business model and leverages the 
hospital’s scale and capabilities to improve care beyond the walls of the hospital.  This includes 
improved outcomes and efficiencies in senior care, veteran services (with a focus on PTSD), 
substance abuse treatment through its unique Intensive Outpatient Program (“IOP”), diabetes care, 
and behavioral and psychiatric care.    
15. DMM’s success and specialization has attracted the attention of numerous investors 
over the years, including that of Defendants.   
Americore: The Fraud Begins 
16. On December 19, 2017, DMM’s President and CEO, Michael Frey, and DMM’s 
General Counsel, Mitchell Cohen, Esq., traveled to Fort Lauderdale, Florida, to meet with 
Americore and White.  The purpose of the meeting was to discuss a potential partnership between 
Plaintiffs and Americore.  At this meeting, it was decided that Plaintiffs would provide business 
development and management services to rural hospitals that Americore intended to acquire.  The 
first two hospitals were Pineville Community Hospital in Pineville, Kentucky, and Ellwood City 
 
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Hospital in Ellwood City, Pennsylvania.  At this time, DMM was unaware that Defendants Lewitt 
and Biden had taken financial and professional interests in Americore.   
17. 
In January 2018, Frey traveled to Pineville to introduce Plaintiffs’ model to 
Pineville Hospital.  At this meeting, he met Biden for the first time.  Biden handed Frey a business 
card identifying him as a Principal with Americore.  (Exhibit 1, Biden Americore Card). 
18. 
Plaintiffs and Americore had a series of meetings in the first half of 2018.  During 
these meetings, the conversations between Plaintiffs and Americore transitioned from a 
management company tie to an acquisition by Americore of Plaintiffs’ business.  These meetings 
culminated in a May 2018 meeting, with lawyers present, in which the parties discussed 
Americore’s acquisition of DMM and AMS.  During the negotiations, Americore repeatedly 
represented that it had the funds necessary to acquire DMM and AMS. 
19. 
This acquisition was memorialized in a draft Term Sheet, which identified a closing 
date occurring on or before June 28, 2018.  The total purchase price was approximately $7 million, 
with payments structured over time. 
20. 
Shortly after this meeting, however, DMM grew disillusioned with Americore and 
White in particular.  For example, in early July of 2018, Americore missed initial agreed-upon 
payments for Plaintiffs’ overhead and payroll, which Plaintiff AMS was forced to cover.  It became 
apparent that, contrary to its representations, Americore was unable to execute the acquisition.  But 
this was only the beginning of Defendants’ fraudulent behavior. 
21. 
It was not until DMM grew disillusioned with Americore and its leadership that the 
Investor Defendants, who also possessed ownership and financial interests in Americore, entered 
the fray. At the time, Plaintiffs were thrilled to have the full attention of investors as respected and 
sophisticated as Biden, Lewitt, and Rustom.  Unfortunately, and unbeknownst to Plaintiffs, the 
 
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Investor Defendants continued the fraudulent scheme, and made numerous additional fraudulent 
promises all with no present intention of keeping them.   
The Investor Defendants: Furthering the Fraudulent Scheme  
22. 
In June 2018, a friend of DMM’s owners called Biden to ascertain Americore’s 
intent to proceed with the proposed acquisition.  Biden instructed that Plaintiffs should no longer 
speak with Americore and White, but instead should deal exclusively with the Investor Defendants 
and their respective agents going forward, who would ensure that Plaintiffs’ model would find its 
way into hospitals and thrive.  Through subsequent communications to Frey, the Investor 
Defendants made clear that the investment in Plaintiffs’ businesses would not be through 
Americore, but instead come directly through them. 
23. 
Beginning in July 2018, the Investor Defendants promised Plaintiffs that a large 
infusion of cash to fuel the acquisition was going to be available through the Platinum Group.   
24. 
In August 2018, for example, Biden and Lewitt attended a summit in Dallas to 
discuss working with Plaintiffs.  At this meeting, it was agreed that there would be a $10 million 
cash infusion dispersed in the following manner: 1) $3.5 million for the purchase of DMM stock 
and loan repayment; 2) $3 million for the acquisition of AMS; and 3) $3.5 million for operational 
capital and repayment of DMM overhead loans.   
25. 
 
26. At this Dallas meeting, the Investor Defendants promised Plaintiffs that the deal 
would close on September 25, 2018.   
27. On August 24, 2018, at the airport immediately after the summit, Lewitt sent Frey 
an email that copied Biden and his wife, Sara Biden, describing in detail the Investor Defendants’ 
reasoning for cutting White and Americore out of the deal with Plaintiffs.  (Lewitt Email of August 
24, 2018, Exhibit 2.)  In that email, Lewitt said:  
 
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When I lay out all the facts of what has happened here I don't think there is 
any reason to wait or that Grant has any defense of any kind - the company 
has been effectively insolvent since at least May (probably earlier), he asked 
me make loans without disclosing the MCAs, the company has no 
functioning accounting system or financial controls, we are losing the 
confidence of our communities, etc etc.  So we need to get him out now and 
get to work cleaning up the mess he created. 
 
(Id.)  Ominously, Lewitt also described his strategy should White resist: 
If he doesn't go quietly right away we will do what we have to do and we 
know how to do that.  We should have a draft letter hopefully by end of 
business tomorrow for everyone to look at. What we need from Michael is 
an action plan to take over operations of the hospitals from Grant when we 
do that and effectively lock him out if we have to fight him. I also need the 
accounting firm to call me so I can get them set up to do a forensic 
accounting at the hospitals and holding company.  If Grant does decide to 
fight, my plan will be to come at him very hard out of the box because 
putting him back on his heels will give us the advantage and we have much 
greater resources than him and like in any fight the guy who scores the first 
hard blow will have a huge advantage.  Hopefully he will see the wisdom 
of going gently into the good night especially when we lay out the state of 
play.  
 
(Id.)  Subsequent email correspondence between Lewitt and White, in addition to Lewitt’s 
statements to the media, demonstrate that Lewitt retained an interest in Americore. 
28. 
In the weeks leading up to September 25, 2018, the Investor Defendants repeatedly 
promised that Plaintiffs would be celebrating a new venture and would be receiving the substantial 
funding described above.  On September 4, 2018, Frey, his wife, and DMM’s general counsel 
dined with Biden and his wife near their home in the Philadelphia, Pennsylvania area, and met 
with them at their home before and after dinner.  At this dinner, Biden and his wife, Sara Biden, 
repeatedly stated that funding would be wrapped up for September 25, 2018.   
29. On September 25, 2018, in reliance on the Investor Defendants’ representations, 
Plaintiffs traveled to West Palm Beach, Florida, as planned, and met with the Investor Defendants.  
The Investor Defendants informed the Plaintiffs that they did not have the money that day, but 
 
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reassured the Plaintiffs that the investment would be finalized at a meeting as early as the next 
week in New York City.  The meeting never took place.   
30. 
In October, November, and December 2018, DMM, its leadership, and investors 
were inundated with phone calls, text messages, and emails in Tennessee providing constant 
updates from the Investor Defendants on the ever-imminent funding.   
31. On October 9, 2018, Lewitt texted Frey in Tennessee that he had “an update on 
funding” and that “we should have all the documents bank needs by end of the week.  Our people 
are working hard to get this done ASAP.”   
32. 
In November, 2018, however, an inadvertently-sent text message raised concern 
for Plaintiffs.  Biden accidentally texted Frey in Tennessee on November 5, 2018: “We can wrap 
( A / C ) into Frey’s entity further diluting the both in the process?  After we take control of both.  
Just a thought.  We must have complete control, too many moving pieces.  Jim.”  (Exhibit 3, Biden 
November 5, 2018 Text Message) (emphasis added).  After receiving this text message, Frey 
followed up with Biden but never received an explanation.   
33. At the time, Plaintiffs reasonably trusted the Investor Defendants, all of whom 
presented themselves as respected business leaders, with significant experience, large investment 
portfolios, and trustworthy records.  Although Biden’s text raised  a red flag with Plaintiffs 
initially, Biden and the other Investor Defendants continued to reassure Plaintiffs that the 
acquisition would still going to occur in accordance with the previously-discussed terms.  
34. On November 11, 2018, Biden left a voicemail for Dr. Mohannad Azzam, founder 
of AMS and Chief Medical Officer of DMM, pleading for a presentation on Plaintiffs’ diabetes 
care model: “I need that material tonight for my meeting tomorrow.”  “I’m going to be with 
[investors],” Biden explained, “and I just wanted to have it with me.  So if you can get it to me I’ll 
 
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have that letter for you, that contract for you by Friday at the latest, OK?  And uh, the funding, 
uh, to follow.”  (emphasis added).  AMS sent the requested information to Biden, but the letter, 
contract, and funding never followed.   
35. On December 12, 2018, Lewitt texted Frey in Tennessee yet again and removed 
any doubt that he spoke for Investor Defendants:  
We are working 24/7 to get this deal closed ASAP.  I apologize for this taking so 
long.  I promise we will get it done and that it will be worth the wait. . . .  [T]he 
future is going to be great and if there is anything I can do please don’t hesitate to 
call 24/7.  I believe in you . . . and am proof [proud] to be working with you and I 
speak for Amer and Skip and Jim as well. 
(emphasis added). 
36. On December 17, 2018, Lewitt sought additional information from Frey in 
Tennessee in order to secure funding from the Qatar Investment Authority: “Need the last info on 
the hospitals so I can knock off the presentation.  Doesn’t have to be exact just rough estimates the 
I can get this in front of them asap.  Just estimates of what the hospitals approved value is thanks.  
They are waiting for the package.”   
37. 
Later that day, Lewitt confirmed receipt and shed additional light on the quality of 
information he was providing to the foreign investors, sending this communication to Frey in 
Tennessee: “Got it am reading the full article now on internet.  Just make up some numbers throw 
darts it doesn’t matter nobody is going to hold you to them they just have to see stuff look a certain 
way it’s a Middle Eastern thing.” (Exhibit 4, Lewitt December 17, 2018 Text Message).  
38. 
In short, Defendant Lewitt—who in the past has been registered as a broker-dealer 
with FINRA—was directing Frey to make false statements to potential investors, which, of course, 
he did not (and could not legally) do.  
39. On December 26, 2018, Platinum Group and DMM exchanged a draft Stock 
Purchase Agreement pursuant to which Platinum Group would acquire 60% DMM’s stock for $3.5 
 
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million.  Under the same Stock Purchase Agreement, Platinum Group was set to purchase Dr. 
Azzam’s medical practice for an additional $3.5 million and pay DMM an additional $3 million 
“for general corporate purposes, including repayment of debt owed to The Third Friday Total 
Return Fund, L.P. and Americore Holdings, LLC.”  This transaction did not close.  Defendants 
had no intention of ever closing on the transaction and instead used the exercise of exchanging 
drafts to string the Plaintiffs along.   
40. 
The Investor Defendants’ illusory promises continued into the new year even as 
Plaintiffs grew concerned.  On January 8, 2019, Biden texted Frey in Tennessee, claiming he was 
preparing to board a flight to Turkey to secure investment:  
I feel Very good.  I will feel jubilant when it I [sic] closed.  Please do not interpret 
this as anything but complete confidence.  It is going to happen.  We need 
documentation which will take a few days.  We are all in this together, total 
transparency.  We are on our way. I will call you after our call.  We have a plane 
2/30 hrs.  I will try to call before board the plane, if I can’t, I will call the moment 
we land.  Sleep well, it will happen.  Jim   
(emphasis added).   
41. On January 17, 2019, Rustom, Lewitt, Frey, and Dr. Azzam gathered for a series 
of business meetings in West Palm Beach and Nashville with Mr. Soner Gedik and Mer Vedat 
Mungan of Dogan Holdings—a Turkish investment group (“Dogan”), that was, according to the 
Investor Defendants, interested in investing in Plaintiffs.  During his trip to Nashville, Lewitt 
informed a CEO at a struggling hospital in Manchester, Tennessee, that DMM was about to 
purchase 200 hospitals.   
42. 
This trip to Nashville was memorialized in a January 17, 2019 agenda signed by 
Rustom and copying “His Excellency Jim Biden” and his wife “Her Excellency Sara Biden.”  The 
agenda conspicuously made no mention of DMM or AMS, but only identified Platinum Group.  
 
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43. On January 23, 2019, Platinum Group, Rustom, and Biden submitted a White Paper 
to Dogan outlining “Platinum Group Diverse Medical Management (PGDMM)’s business model.”  
What the investors were not told, however, was that this white paper was drafted by Plaintiffs and 
sent to Biden, Rustom, and Sara Biden; Platinum Group simply replaced all references to Plaintiffs 
with PGDMM, a non-existent entity.  Neither Frey nor Dr. Azzam signed the white paper.  Instead, 
it was submitted by Rustom, “His Excellency Jim Biden,” and his wife “Her Excellency Sara 
Biden.”  Plaintiffs were not aware that the Investor Defendants had substituted PGDDM’s name 
for Plaintiffs on the White Paper until after the fact. 
44. On January 23, 2019, after Frey sought greater clarity regarding the status of the 
investment, Lewitt explained in a text message to Frey in Tennessee: “Ok put Feb 15 just to give 
us enough time to move money etc and do all the legal work but we should get it done before 
then.” 
45. On January 31, 2019, Lewitt informed Frey via text message to Tennessee: “Just to 
be clear the Turks approved the investment and we are working on the term sheet.”  Lewitt further 
offered that “if any of your investors have questions I am happy to speak to them and I promise I 
will be nice.”  This statement was false in that the “Turks” had not approved the investment, and 
Lewitt had no intention of providing funding to Plaintiffs. 
46. On February 4, 2019, Rustom emailed Frey in Tennessee attaching a cash flow 
projection that claimed DMM would, after the promised investment, make $324 million in 
management revenue alone between the investment and the close of fiscal year 2023.  (Exhibit 5, 
Rustom February 4, 2019 Email and Attachment.)  Rustom knew that these numbers were fictional. 
47. 
The fraud continued into February when Lewitt repeated this sentiment in a text 
message to Frey in Tennessee on February 11, 2019: “Quick update Dogan is good to go.  As a 
 
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public company they have some hoops to jump through that they are jumping through but they are 
telling us everything is a go.” 
48. 
Then again, on February 20, 2019, Lewitt stated to Frey that the Dogan investment 
was “good to go.  Dogan has approved the deal and is just doing final stuff needed bc it is a public 
company.  I will get final details hopefully today from Amer.”  And two hours later: “Quick update.  
[The investor] is good to go.”   
49. 
The next day, on February 21, 2019, Rustom spoke with Dr. Azzam and Frey 
regarding the forthcoming Turkish investment.  Rustom communicated that the investment was 
approved, and only awaited clearance by the International Organization of Securities 
Commissions, which would be completed within the next two weeks.    
50. 
Lewitt appeared to be playing every angle this entire time, which clearly took its 
toll on Lewitt.  On February 27, 2019, Lewitt informed Frey in Tennessee that he was “just trying 
to manage my stress which has hit my digestive system hard.”  He continued to explain how he 
was waiting for Americore to close on St. Alexius Hospital in St. Louis and that he needed to “get 
$1.5 mm back from Grant and then I can breathe.”  In light of Biden’s warning to Plaintiffs to 
avoid Americore and Grant White, this was concerning but the Defendants’ repeated promises, 
backed up by their backgrounds and impressive reputations allowed Plaintiffs to believe them.  
After Lewitt got his money from White, he explained, he could “then go to Turkey mid-March to 
close your deal and close our big fund raising and things change.”   
51. 
Both Plaintiffs were negatively affected while the Investor Defendants conducted 
their fraudulent scheme.  Specifically, AMS, which was led by DMM’s Chief Medical Director, 
was left in limbo because it was not being funded or acquired, even after Biden’s November 2018 
voicemail and promises.  Frey raised Azzam’s concerns to Lewitt, who responded to Frey in 
 
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Tennessee on February 28, 2019, that Frey should “tell [Azzam Medical Services] I guarantee 
payment.”  
52. 
In mid-March of 2019, Defendants promised DMM that they were going to partner 
with Cliff Creek Builders to develop a new state-of-the-art rural health hospital in Paris, Texas, 
and that DMM would be contracted to provide management services for the new hospital.  
Defendants had no intention of developing the Paris hospital, and the opportunity never 
materialized.  
53. 
The Investor Defendants’ stalling dragged into late March.  On March 25, 2019, 
Frey inquired about the status of the still-unfunded venture.  Lewitt initially responded in an 
attempt to maintain the status quo, “Nothing has changed.”  Perhaps sensing that he needed to keep 
Plaintiffs at the table, Lewitt supplemented his response the very next day in order to further the 
fraud, sending a text to Frey in Tennessee that read: “Actually things have changed.  We have 
multiple companies that want to do the deal now!!!”   
54. 
By late March to early April 2019, the Investor Defendants’ ongoing fraud had 
become apparent.  Specifically, the Investor Defendants’ leadership and agents began 
communicating with Plaintiffs’ current investors and promising the current investors that they 
would be repaid within two weeks.  For example, one such call occurred between Biden and 
Tennessee-based investor, Eric Burch, in March of 2019. (Exhibit 6, Burch Affidavit.).  During 
this conversation, Biden assured Mr. Burch that the funding for the acquisition of DMM was in 
place, and that the transaction would be completed no later than two weeks from the conversation.  
When the two weeks came to pass, it started to become clear to Plaintiffs and their investors that 
the investment was never coming. 
 
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55. 
Shortly thereafter, DMM’s general counsel called Platinum Group’s outside 
transactional counsel, George Mesires (who previously represented Defendants in this lawsuit), 
with representatives of Plaintiff and Defendant on the phone, to get to the bottom of the investment 
status.  It became apparent on the call that Mr. Mesires was unaware of the promised investments 
made by his client.  This eliminated any remaining doubt at DMM about the Investor Defendants’ 
fraudulent scheme.    
The Investor Defendants Instruct Plaintiffs to Grow   
56. 
Plaintiffs were not merely waiting for an investment that never came.  They were 
taking actions to further their business development in reliance on the Defendants’ fraud.  At the 
same time that they were promising certain and imminent capital, Defendants repeatedly directed 
Plaintiffs to acquire various service lines, products, companies, hospitals, and the accompanying 
liabilities (such as payroll).  The Investor Defendants explicitly instructed DMM to extend itself 
and grow beyond its core business model with the express promise that the imminent—and 
certain—investment would cover the growth.  Again, Defendants’ ultimate goal was to drive 
Plaintiffs’ into insolvency so that Defendants could obtain control. 
57. 
For example, on December 4, 2018, Lewitt told Frey in Tennessee that the Investor 
Defendants were “moving hard on raising our $$& [sic] from multiple places and they are all over 
us for more Healthcare we are asking them for $160 mm for you my brother so go find some 
hospitals to buy.” (emphasis added). 
58. 
In late-December 2018, the Investor Defendants encouraged Plaintiffs to acquire a 
Middle Tennessee-based company called Geriatric Consulting Group (“GCG”) and its sister 
company that handles management issues, Newcare.  (See Miller Affidavit, Exhibit 7.) 
Specifically, Biden instructed Frey to make them a cash offer of $3.2 million to be paid out over a 
 
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three-year period.  While Frey was reluctant to make the offer, Biden stressed that the acquisition 
was essential in order to attract investment from abroad.   
59. 
The investment never came, but Frey and DMM were left to assume the liabilities 
due as a result of the acquisition.  Approximately four months after the acquisition, GCG’s 
employees rolled into DMM and DMM became responsible for meeting payroll and paying 
overhead.  In the immediate aftermath, the acquisition seemed impossible, and GCG even 
overdrew its account nearly $80,000.  Over time, however, DMM has been able to incorporate 
GCG and Newcare into Unity Medical Center in Manchester, Tennessee, and the company is able 
to cover its own payroll and overhead, with great difficulty.  The stress and harm done to Plaintiffs 
and their reputations while attempting to right the ship, however, was significant.  Additionally, 
the acquisition price set by Biden remains unpaid, an obligation that Plaintiffs still owe. 
60. 
Throughout this time, Plaintiffs continually communicated with the Investor 
Defendants for reassurances that the promised investment capital was imminent, as Plaintiffs took 
on further obligations as directed by Defendants.  For example, on February 13, 2019 Frey 
explained to Lewitt that “[w]e have hundreds of contracted homes and four hospitals.  But we have 
to have the operating capital to bring on the help.” 
61. On March 12, 2019, Frey spoke with GCG who expressed their displeasure with 
the situation.  Frey immediately relayed the conversation to Biden, and told Biden that DMM faced 
potential problems with Medicare and GCG if DMM were to have obtained GCG’s employees 
without the capability to cover the expanded payroll.  Biden told Frey not to worry because funding 
was imminent.  Once again, investment never came.. 
62. 
Shortly after the call, Frey sent a text message to Lewitt bemoaning how bad a day 
he was having.  Lewitt responded via a text message to Frey in Tennessee that stated “Jim told me.  
 
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Don’t worry every time someone threatens to sue you you’re with us now nobody is gonna touch 
you.”  (Exhibit 8, Lewitt text of March 12, 2019.)  It was Frey’s understanding that Lewitt was 
implying that DMM was “protected” because of Jim Biden’s connections.  
63. 
   
Litigation History 
64. 
Lewitt’s bullying went beyond the Third Friday Fund loan agreements.  Whenever 
legal formalities and litigation were pressed upon him, he lashed out with threats and invective.  
65. 
For example, in November 2018, the parties were working to hammer out the terms 
of their partnership and acquisition.  Along those lines, DMM had outside transactional counsel in 
Tennessee create a Convertible Secured Promissory Note reflecting the terms and conditions 
agreed upon by all parties in the months leading up to its creation.   
66. 
But the formal Convertible Secured Promissory Note, drawn up by sophisticated 
outside counsel with significant experience in healthcare lending, clearly spooked Lewitt and the 
Investor Defendants.  In response, Lewitt (not his own outside counsel) shared a Stock Purchase 
Agreement that was inconsistent with the parties’ negotiations to that point.   
67. Outside counsel for DMM explained that “Your skeletal proposal set forth in the 
Stock Purchase Agreement does not reflect, in any way, the arrangement discussed at great length 
and agreed upon by the parties.”   
68. 
Perhaps sensing Lewitt’s true character and fraudulent scheme, DMM’s outside 
transactional counsel laid bare the Investor Defendants’ fraudulent scheme:  
[O]n at least five separate occasions, Diverse has received assurances from you and 
Mr. Biden that edits to the proposed agreement were being completed and funding 
was imminent.  So far, every funding date provided to Diverse was missed.  
Following your receipt of the Note, Diverse was reassured on numerous occasions 
that small changes would be made and a slightly revised version of the Note would 
be forthcoming.  Diverse never received your promised edits to the Note.  Rather, 
you provided to me a document that is a complete deviation from the agreed upon 
 
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arrangement.  Further, the content of the Stock Purchase Agreement you proposed 
gives me great pause as it is deficient in a number of ways and lacks numerous 
terms and conditions that we would expect to see in an agreement for a transaction 
of this size.  In addition, a Stock Purchase Agreement would typically be 
accompanied by several other transaction documents, for example, Bylaws, 
Shareholder Agreement, and Employment Agreements none of which were 
provided or mentioned.  These deficiencies raise questions in my mind regarding 
the sincerity of the proposal. 
69. DMM’s outside counsel further, and presciently, defined the early contours of the 
Investor Defendants fraud by explaining that DMM had been “diligently negotiating with potential 
customers in anticipation of the imminent funding that has been promised.” 
70. Outside counsel closed by explaining that “all future communications regarding 
this matter should be directed to me.”  She further stated that if Lewitt was represented by counsel 
she would to do the same.   
71. 
Lewitt’s response was unequivocal.  He did not deny that promises were made 
related to investment or that promises were made that caused DMM to negotiate with customers.  
In fact, just the opposite.  Lewitt contested the insinuation that the promises were illusory.  Lewitt 
emailed both outside counsel and Frey in Tennessee (despite being told not to communicate with 
Frey directly), stating that he had “to add that the allegations regarding not providing funding etc 
are false and we do not appreciate them.”  Lewitt further lashed out at counsel that sensed his long 
con: “I know you are putting on a show for your client but this is a friendly deal and if you want it 
to continue to be a friendly deal you need to adopt the proper tone and drop the nonsense.” 
72. 
The commencement of this current litigation revealed, once again, Lewitt’s anger 
when confronted with relatively standard litigation procedure, but in a process where his and the 
Investor Defendants’ fraud can be brought into the light.   
73. On June 28, 2019, Plaintiffs’ counsel served litigation hold notices on each of the 
Defendants. 
 
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74. 
The service of litigation holds is standard practice when there is a potential for 
litigation.  The American Bar Association includes templates on its website.  Litigation holds and 
the accompanying preservation are especially important in cases, such as this one, where 
documents and communications are central to the alleged facts and are susceptible to both 
automatic and manual deletion. 
75. 
Lewitt did not receive Plaintiffs’ litigation hold notices well.  At 2:58 PM on June 
28, 2019—six minutes after receiving Plaintiffs’ litigation hold notice—Lewitt responded to the 
email: “We will [be] suing your clients next week both corporately and personally in view of your 
slanderous [sic] correspondence.”  Lewitt, an attorney, inappropriately added Plaintiffs to this 
email.  The original service of the litigation hold notices only included Plaintiffs’ counsel. 
76. 
Twelve minutes after that, Lewitt (a member of the bar) decided to threaten Dr. 
Azzam and Frey—and their wives—personally via text, stating: 
Since you are reaching out to me you should know that my fund is filing suit against 
your companies next week for failure to repay the loans I made to fund your payroll.  
Your lawyer’s letter is defamatory and as a result of that letter I am now instructing 
my lawyers to sue each of you and your spouses individually as well.  If you think 
cage fighting is tough wait until you get in the legal ring with me.  You are picking 
a wrong fight with that [sic] wrong guy. 
 
(Lewitt text of June 28, 2019, Exhibit 9.)  Neither Frey nor Dr. Azzam responded to this threat. 
77. Unaware of this text message and in an attempt to defuse the situation (and with his 
clients now copied on the email), Plaintiffs’ counsel responded to Lewitt’s 2:58 PM email, stating 
simply: “I look forward to working with you.” 
78. Unfortunately, Lewitt was not done protesting this standard litigation hold and 
continued to threaten Plaintiffs personally.  He sent yet another email, warning both Plaintiffs and 
counsel to “Be careful what you wish for.  You won’t be working with me.  You and your clients 
will have the worst experience of their lives.”   
 
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79. Unprompted, and without any factual basis, Lewitt sent yet another email only two 
minutes later and copied his transactional attorney, George Mesires, based in Chicago: “I am 
instructing my attorney’s [sic] to explore criminal charges as well against Diverse and the Frey’s 
[sic] and Azzam.” 
80. On Tuesday, July 2, 2019, Lewitt emailed Plaintiffs and their counsel unprompted 
once again.  Lewitt’s email was nothing more than a thinly-veiled threat masquerading as an 
attempt to comply with the litigation hold notice:  
In reviewing and preserving documents as you requested, I came across an 
agreement dated 8/31/18 whereby Diverse and my fund purchased $125,000 of 
Stanous Flouride Rinse from Integrate Oral Care, LLC.  Can your client tell me 
what happened to the product and my fund’s money?  Diverse was supposed to sell 
these goods and share 50% of the profits with my fund. 
81. 
Counsel for Plaintiffs politely requested that Lewitt “cease communications with 
my clients, as they are represented by counsel” and offered to communicate directly with Lewitt’s 
outside counsel as well.  
82. 
Lewitt snapped back: “Just answer the question and stop the bullshit. I am an 
attorney and I am communicating with you. If your client can’t handle dealing with this he 
shouldn’t have stolen money from my fund.”  Plaintiffs were, once again, included on this email.   
83. 
[PLENTY MORE TO ADD HERE IF WE WANT TO] 
DAMAGES 
84. While the Defendants were making their series of fraudulent promises, Plaintiffs 
were implementing the model in rural hospitals and communities in reliance on these promises.  
What’s more, the Defendants were learning more and more about Plaintiffs’ business model and 
what made it so successful.   
85. 
Plaintiffs’ were also taking on additional responsibility and service lines at this time 
through the planned and actual acquisition of complementary businesses and entities.  DMM was 
 
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doing so not only based on the Defendants’ promises of funding, but at their specific direction and 
encouragement, as illustrated above.  This has resulted in Plaintiffs assuming significant financial 
obligations, primarily in the shape of numerous medical providers needing to be paid.  But without 
the promised investment, Plaintiffs can only make payroll for a very limited time.   
86. 
Finally, the Defendants’ fraud and inability to invest thwarted potential business 
deals and future business opportunities for Plaintiffs and directly caused other entities that were 
scheduled to roll into DMM and Azzam Medical Services to go insolvent.   
CLAIMS FOR RELIEF 
Count I –  
Violation of Racketeer Influenced and Corrupt Organizations Act  
(18 U.S.C. § 1962(c)) 
 
87. 
Plaintiffs incorporate the allegations set forth in the foregoing paragraphs by 
reference. 
88. 
Investor Defendants violated 18 U.S.C. § 1962(c) by participating in or conduct the 
affairs of the “RICO Enterprise” through a “pattern of racketeering activity.”   
89. At all times relevant, Plaintiffs, Investor Defendants, and their associates-in-fact 
are each a “person,” as that term is defined in 18 U.S.C. § 1961(3).   
90. At all times relevant, Plaintiffs were and are “a person injured in his or her business 
or property” by reason of a violation of RICO within the meaning of 18 U.S.C. § 1964(c). 
91. At all relevant times, each of the Investor Defendants were a “person” participated 
in or conducted the affairs of the RICO Enterprise through the pattern of racketeering activity 
described below.  While Platinum Group, Rustom, Lewitt, Americore, and Biden each participated 
in the RICO Enterprise, they each exist separately and distinctly from the Enterprise.  Further, the 
 
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RICO Enterprise is separate and distinct from the patter or racketeering activity in which the 
Defendants have engaged and are engaging.   
92. At all relevant times, each of the Investor Defendants were associated with, 
operated or controlled, the RICO Enterprise, and participated in the operation and management of 
the affairs of the RICO Enterprise, through a variety of actions described herein.  Defendants’ 
participation in the RICO Enterprise was necessary for the successful operation of its scheme to 
defraud.   
The RICO Enterprise 
93. 
The Investor Defendants participated in the operation and management of an 
association-in-fact enterprise whose aim was to enrich themselves with foreign investment under 
the guise of investing in companies based in the United States, including but not limited to 
Plaintiffs and Americore.  The Enterprise was formed for the common purpose of skimming 
investment into target companies through fraudulent loans and wires or ostensibly legal consulting 
fees.  The Enterprise constituted an unlawful and continuing enterprise that has driven at least two 
companies into dire financial straits or bankruptcy.   
94. 
The RICO Enterprise began at least with the beginning of Americore’s relationship 
with the Investor Defendants.  The following persons, and others presently unknown, have been 
members of an constitute the association-in-fact with the following roles: 
a. Michael Lewitt provided financial expertise as detailed above, through his 
reputation and the operation of his hedge fund, as both a potential investor in the 
target companies and ability to invest the ever-imminent foreign capital into the 
target companies. 
 
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b. James Biden provided the reputational capital to secure foreign investment with 
promises that he could provide “value with the VA [Veteran’s Affairs], Labor, the 
Blues, drug & rehab, the financial community, etc.”   
c. Amer Rustom and Platinum Group provided a conduit to foreign money, primarily 
from the Middle East, to be invested in the United States. 
95. 
The Investor Defendants conducted and participated in the affairs of this RICO 
Enterprise through a continuous pattern of racketeering activity that began with the Investor 
Defendants’ interest in Americore, and that consisted of numerous and repeated violations of the 
federal mail and wire fraud statutes, 18 U.S.C. §§ 1341 and 1343. 
Pattern of Racketeering Activity 
96. 
The Investor Defendants, individuals and as part of the RICO Enterprise, have 
engaged, directly or indirectly, in a pattern of racketeering activity in violation of 18 U.S.C. § 
1962(c).   
97. 
The Investor Defendants, acting individually and as part of the RICO Enterprise, 
have devised a scheme to defraud and to obtain money or property by means of false or fraudulent 
pretenses and representations.   Each of the Investor Defendants’ participation was critical to the 
racketeering scheme.  They enabled, conducted, and maintained the racketeering scheme by: 
a. Sending hundreds of communications via text and email promising imminent 
investment from abroad, when in fact the investment was never imminent in each 
of these scenarios; 
b. Effectively living out of Americore and Plaintiffs for personal enrichment with no 
intention of developing these target companies;  
 
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c. With respect to Lewitt, continuing to associate with and invest in Americore despite 
informing Plaintiffs that they had his full attention and that Americore was not an 
appropriate investment. 
98. 
Specifically, the Investor Defendants have made fraudulent misrepresentations on 
the following occasions: 
a.  
99. 
Investor Defendants have used the mails and wires and have caused the mails and 
wires to be used, or reasonably knew the mails and wires would be used in furtherance of their 
fraudulent scheme, specifically: 
a.  
100. The Investor Defendants have used the mails and wires in connection with every 
promise that investment was imminent and every time funds were used to both their personal and 
business benefit, and each use of the mails and wires has furthered the fraudulent scheme and 
enabled the Investor Defendants to take money and property from Plaintiffs and Americore by 
means of false pretenses and representations. 
101. Each of the Investor Defendants has specific knowledge that the mails and wires 
are being utilized in furtherance of the overall purpose of executing the scheme to defraud, and/or 
it was reasonably foreseeable that the mails and wires would be used.   
102. Each of the Investor Defendants’ uses of the mails and wires in connection with 
their scheme to defraud, spanning a period of at least three years, constitutes a separate instance of 
mail and/or wire fraud within the meaning of 18 U.S.C. § 1341 and 1343, and thus is also a 
predicate act, which taken together, constitute a “pattern of racketeering activity” within the 
meaning of 18 U.S.C. §§ 1961 and 1962. 
 
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103. 
In connection with the Investor Defendants’ scheme, the racketeering activity 
occurred after the effective date of the RICO statute and on counsel occasions over a substantial 
time period within ten years of each other.  The acts of racketeering are an ongoing part of 
Defendants’ regular way of doing business.  The predicate acts have been and will be repeated 
over and over again.   
Relationship of Pattern of Racketeering Activity to Enterprise 
104. The goal of the Investor Defendants’ RICO Enterprise was to enrich themselves at 
the expense of Plaintiffs and Americore, the target companies.  The pattern of racketeering activity 
described above is integral to the Investor Defendants’ scheme.  Without engaging in mail and 
wire fraud, the Investor Defendants would not be able to seek the foreign investment, string target 
companies along, and wire money to themselves for their personal benefit.   
105. Each of the Investor Defendants, individual and as a member of the RICO 
Enterprise, has conducted or participated, directly or indirectly, in the conduct of the Enterprise’s 
affairs through the pattern of racketeering described above.  Accordingly, each of the Investor 
Defendants has violated 18 U.S.C. § 1962(c). 
106. As a direct and proximate result of the RICO violations described in this Second 
Amended Complaint, Plaintiffs have suffered substantial injuries.  The Investor Defendants’ 
actions have caused Plaintiffs to forego additional investment, acquire costly service lines and 
companies, miss a number of lucrative contractual opportunities, enter into numerous loan 
agreements to stay afloat, and eventually become insolvent; all the while the Investor Defendants’ 
attempt to use Plaintiffs business model elsewhere.  All of these results constitute an injury to 
Plaintiffs’ property within the meaning of 18 U.S.C. § 1964. 
 
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107. For the violations of 18 U.S.C. § 1962 described in this Second Amended 
Complaint, Plaintiffs are entitled to compensatory and treble damages in an amount to be 
determined at trial. 
 
Conspiracy to Violate RICO???? 
 
 
Count II –  
Common Law Fraud 
(Against All Defendants) 
108. Plaintiffs incorporate the allegations set forth in the foregoing paragraphs by 
reference. 
109. Defendants intentionally misrepresented multiple material facts and produced false 
impressions on the part of Plaintiffs in order to mislead them and obtain an undue advantage over 
them in the marketplace. 
110. Defendants made the repeated representations, including but not limited to their 
repeated promises that funding was certain and nearly secured and that Plaintiffs should acquire 
complimentary businesses on promises of future reimbursement, with knowledge of their falsity 
and with a fraudulent intent. 
111. Defendants’ representations, outlined above, were made with respect to material 
and existing facts related to Plaintiffs’ business. 
112. Plaintiffs reasonably relied upon those repeated misrepresentations by both 
conducting its business in accord with these repeated misrepresentations and forgoing other 
funding opportunities for more than a year. 
 
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113. Because Defendants’ conduct was intentional, fraudulent, malicious, and/or 
reckless, Plaintiffs are entitled to punitive damages. 
Count III – Promissory Fraud  
(Against All Defendants) 
114. Plaintiffs incorporate the allegations set forth in the foregoing paragraphs by 
reference.  
115. Defendants intentionally and repeatedly misrepresented material facts, while 
producing false impressions on the part of Plaintiffs, in to order mislead Plaintiffs and obtain an 
undue advantage over it in the marketplace. 
116. Repeated representations, including but not limited to Defendants’ repeated 
promises that an acquisition was imminent, investment funding was nearly secured, and that 
Plaintiffs should acquire complimentary business lines on promises of future reimbursement, were 
made by Defendants with contemporaneous knowledge of their falsity and with a fraudulent intent. 
117. Plaintiffs reasonably relied upon those repeated misrepresentations by both 
conducting its business in accord with these repeated misrepresentations and forgoing other 
funding opportunities for more than a year. 
118. Defendants repeated statements embodied promises of future action despite having 
no present intention to carry out the promise. 
119. Because Defendants’ conduct was intentional, fraudulent, malicious, and/or 
reckless, Plaintiffs are entitled to punitive damages. 
Count VI – Civil Conspiracy  
(Against All Defendants) 
120. Plaintiffs incorporate the allegations set forth in the foregoing paragraphs by 
reference. 
 
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121. Defendants, and each of them, had a common design to steal Plaintiffs’ business 
model and/or drive Plaintiffs into insolvency. 
122. Defendants acted in concert to steal Plaintiffs’ business model, which is an unlawful 
purpose.  Specifically, Defendants stole Plaintiffs’ business model and implemented the model at 
Ellwood City Medical Center, in Ellwood City, Pennsylvania and, upon information and belief, 
additional rural healthcare facilities. 
123. Defendants’ fraudulent promises to DMM were unlawful means. 
124. Plaintiffs were damaged as a result of Defendants’ civil conspiracy, in an amount 
to be determined at trial. 
125. Because Defendants’ conduct was intentional, fraudulent, malicious, and/or 
reckless, Plaintiffs are entitled to punitive damages. 
Count VII – Tortious Interference with Business Relationships  
(Against All Defendants) 
126. Plaintiffs incorporate the allegations set forth in the foregoing paragraphs by 
reference.  
127. Plaintiffs had existing business relationship with specific third parties, including 
the hospitals and hospital systems they were considering acquiring.  
128. Plaintiffs had potential business relationships with other rural healthcare providers 
across the United States. 
129. Defendants’ knew of Plaintiffs’ existing and potential business relationships.  
130. Defendants intended to cause the termination or otherwise interfere of Plaintiffs’ 
business relationships.  
 
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131. Defendants used improper means, including making false promises to Plaintiffs and 
other misrepresentations regarding (later-discovered, nonexistent) impending funding for their 
business plan.   
132. Defendants had an improper motive; specifically, to drive Plaintiffs into insolvency 
and to misappropriate Plaintiffs’ business model. 
133. Plaintiffs suffered damages in an amount to be determined at trial resulting from 
the Defendants’ tortious interference with its business relationships. 
134. Because Defendants’ conduct was intentional, fraudulent, malicious, and/or 
reckless, Plaintiffs are entitled to punitive damages. 
Count VII – Promissory Estoppel/Detrimental Reliance  
(Against All Defendants) 
135. Plaintiffs incorporate the allegations set forth in the foregoing paragraphs by 
reference. 
136. As laid out above, Defendants made many different promises to Plaintiffs, 
including but not limited to the promises to fund Plaintiffs’ innovative healthcare delivery model. 
137. Defendants’ promises regarding providing funding were clear, specific, and 
unambiguous.   
138. Defendants should have reasonably expected their promises to induce action and/or 
forbearance on the part of Plaintiffs. 
139. Plaintiffs reasonably relied upon the promises of Defendants to their detriment. 
140. Plaintiffs suffered damages in an amount to be determined at trial as a result of their 
reasonable reliance on Defendants’ unfulfilled promises.  
Count VIII – Negligent Misrepresentation 
(Against All Defendants) 
 
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141. Plaintiffs incorporate the allegations set forth in the foregoing paragraphs by 
reference. 
142. Defendants supplied information regarding their intent to provide funding and the 
assurance of definite and imminent funding to Plaintiffs. 
143. The information that Defendants supplied to Plaintiffs was false. 
144. Defendants did not exercise reasonable care in obtaining or communicating the 
information to Plaintiffs. 
145. Plaintiffs justifiably relied on the information that Defendants provided to them. 
146. Plaintiffs suffered damages in an amount to be determined at trial as a result of their 
justifiable reliance on Defendants’ false representations.  
 
RELIEF REQUESTED 
WHEREFORE, Plaintiffs demands the following relief: 
1. 
That the Court award Plaintiffs compensatory, special, and consequential damages 
in an amount to be established at trial; 
2. 
That the Court award Plaintiffs punitive damages in an amount to be established at 
trial due to Defendants’ intentional and outrageous conduct; 
3. 
That the Court award Plaintiffs their attorneys’ fees and costs incurred in this 
action; 
4. 
For such other and further relief as the Court deems just and proper. 
 
 
Respectfully submitted, 
 
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34 
 
 
 
 
/s/ Robert A. Peal 
 
 
 
 
 
Robert A. Peal 
 
 
Mark W. Lenihan 
 
 
SIMS|FUNK, PLC 
 
 
3322 West End Avenue, Suite #200 
 
 
Nashville, TN 37203 
 
 
(615) 292-9335 
 
 
rpeal@simsfunk.com 
 
 
mlenihan@simsfunk.com  
 
  
  
 
Counsel for Plaintiffs