United States District Court, E.D. Pennsylvania
For MEDVERSANT TECHNOLOGIES, LLC, Plaintiff: CARL W. HITTINGER, LEAD ATTORNEY, BAKERHOSTETLER LLP, PHILADELPHIA, PA; MICHAEL ROLAND MATTHIAS, TERESA CAREY CHOW, LEAD ATTORNEYS, PRO HAC VICE, BAKER & HOSTETLER LLP, LOS ANGELES, CA; JEFFRY W. DUFFY, BAKER & HOSTETLER LLP, PHILADELPHIA, PA.
For LEVERAGE HEALTH SOLUTIONS, LLC, RICHARD LUNGEN, CHARLES J. FALCONE, DAVID REILLY, Defendants: DAVID R. MOFFITT, LEAD ATTORNEY, SAUL EWING LLP, WAYNE, PA; BRITTANY MCCABE, SAUL EWING LLP, PHILADELPHIA, PA; JOHN F. STOVIAK, SAUL EWING LLP, CENTRE SQ WEST, PHILADELPHIA, PA.
For APERTURE CREDENTIALING, LLC, Defendant: HALLIE RITZU, LEAD ATTORNEY, PRO HAC VICE, MCDERMOTT WILL & EMERY LLP, CHICAGO, IL; LINDA M. DOYLE, LEAD ATTORNEY, MCDERMOTT WILL & EMERY, CHICAGO, IL; MELANIE A. LENEY, LEAD ATTORNEY, MONTGOMERY, MC CRACKEN, WALKER AND RHOADS, LLP, CHERRY HILL, NJ.
EDUARDO C. ROBRENO, J.
This case involves two actions between the same principal parties proceeding in two forums: one, in this Court--the instant action--and another, in arbitration. The issue before the Court is which parties and which claims belong in each of the forums.
I. FACTUAL BACKGROUND AND PROCEDURAL HISTORY
A. The Parties
Plaintiff Medversant Technologies, LLC (" Medversant" ), a California LLC with its principal office in Los Angeles, Compl. ¶ 6, ECF No. 1, has been involved in the healthcare provider credentialing industry since 1999. Id. ¶ 19. Credentialing generally refers to the " process used to evaluate the qualifications and practice history of healthcare providers" according to " standards established by states, regulatory bodies, and independent non-profit accrediting organizations." Id. ¶ 18.
Medversant claims to have " revolutionized the industry by developing and patenting its automated web-based credentialing platform, which streamlines healthcare administration, decreases administrative
waste, and increases valuable information flow within and outside [of] healthcare organizations to protect patient security." Id. ¶ 19.
Defendant Leverage Health Solutions, LLC (" Leverage" ) is a Delaware-formed LLC with its principal place of business in Havertown, Pennsylvania. It " provide[s] business development services to companies such as Medversant that sell industry-specific technology and services to healthcare organizations." Id. ¶ 7.
In January of 2010, Leverage (then known as " The Lungen Group" ) entered into a Business Development and Marketing Agreement (" the Agreement" ) with Medversant to provide " business development and marketing consultant" services to Medversant. Id. ¶ 22. The Agreement contains an arbitration clause (" Arbitration Clause" ). See David Moffitt Decl. Ex. 1, Agreement § 30 [hereinafter Agreement], ECF No. 13-3.
In the course of the Medversant-Leverage business relationship, according to Medversant, Leverage " gained comprehensive knowledge" of Medversant's trade secrets relating to its credentialing methods and technology. Compl ¶ 25.
In August of 2012, pursuant to the Agreement, Medversant directed Leverage--through its agents, Defendants Richard Lungen, Charles J. Falcone, and David Reilly (collectively with Leverage, " the Leverage Defendants" )--to negotiate Medversant's purchase of Defendant Aperture Credentialing, LLC (" Aperture" ), a credentialing company with its principal place of business in Louisville, Kentucky, from its then-owner Optum. Id. ¶ ¶ 9, 26-28. Although " Medversant entrusted [the Leverage Defendants] with communicating with Optum . . . throughout 2013 about Medversant's anticipated purchase of Aperture," id. ¶ 28, " Optum's communications about the intended sale of Aperture waned, and the sale . . . was never consummated," id. ¶ 29.
B. The Arbitration Proceedings
At some point over the course of their partnership, relations between Leverage and Medversant soured, to the extent that Medversant filed a demand for arbitration before the American Arbitration Association (" AAA" )--pursuant to the Arbitration Clause of the Agreement--against Leverage on May 19, 2014 (" AAA Arbitration" ). See Moffitt Decl. Ex. 3, Demand for Arbitration. In describing its claims to the AAA Administrator on June 16, 2014, Medversant stated, " [t]his matter involves claims by Medversant seeking damages for breach of the Agreement and for tort damages arising out of the negligent acts and omissions of [Leverage's] employees or
agents in the performance of its responsibilities under the Agreement." Id. Ex. 4, Letter to AAA ...