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Case 3:13-cv-00101-RLY-WGH Document 1 Filed 03/28/13 Page 1 of 9 PageID #: 1

IN THE IN THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF INDIANA INDIANAPOLIS DIVISION AMERICAN PROFESSIONAL NURSING RESOURCES, LLC and DOYLE SILVERS, Plaintiffs,
) ) ) )

v.
MEDICAL STAFFING WORLDWIDE, LLC LARRY MYERS, TOM RETO, JON MARLER, DAN HASSLINGER, JAMES GREG BOWERS, and BENNY SPENSIERI Defendants.

) CAUSE NO. )
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VERIFIED COMPLAINT AND JURY DEMAND

Plaintiffs, 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"), Jon Marler ("Marler"), Dan Hasslinger ("Hasslinger"), James Greg Bowers ("Bowers"), and Benny Spensieri ("Spensieri") state as follows:
PARTIES AND JURISDICTION

1. 2. 3.

APNR is an Indiana limited liability company located in La Fontaine, IN. Silvers is an individual residing in La Fontaine, IN. MSW is an Indiana limited liability company with its principal place of business located at 5705 Western Avenue, Marion, IN 46953.

4. 5. 6.

Myers is an individual residing at 708 Casey Key Road, Nokomis, FL 34275. Reto is an individual residing at 1402 N. Marlin Drive, Marion, IN 46952. Marler is an individual residing at 7245 E. Eli Lilly Road, Syracuse, IN 46567.

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7. 8. 9. 10.

Hasslinger is an individual residing at 1272 Grassy Lane, Rossford, OH 43460. Bowers is an individual residing at 3462 N. Mayo Road, Marion, IN 46952. Spensieri is an individual residing at 12107 Shady Forest Dr., Riverview, FL 33569. 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 this Court with supplemental jurisdiction over the remainder of the claims.
BACKGROUND FACTS

11.

On or about March 15, 2004, Silvers formed APNR, a global recruitment company that assists domestic employers in recruiting foreign medical professionals by providing domestic screening, training tools, and foreign processing facilities that reduce the cost and 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 fully operational business, they would take salaried positions at APNR as follows: Myers as its Chief Executive Officer, Reto as its Chief Financial Officer, Marler as its Vice President of Marketing, Hasslinger as its Chief Executive Officer of Mexican Operations, and Bowers 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 agreed to 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 of APNR. Exhibit B. 17. Spensieri and Carpenter subsequently entered into a Contractual Agreement for Business/Financial Arrangement with APNR (the "CABF A"). Through the CABFA,

Spensieri and Carpenter agreed to provide credible funding sources and a viable business market for APNR. More specifically, they agreed to provide $1,500,000.00 of funding to APNR 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 trade secret information of APNR including its business plan, business model, financial information, 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 of APNR's confidential, proprietary, and trade secret information in exchange for the opportunity to develop and grow APNR, as did Spensieri through the NDA. 20. Myers, Reto, Marler, Hasslinger, Bowers, and Spensieri held themselves out to potential clients and investors and in business opportunities as affiliated with APNR. 21. On or about June 14, 2012, Myers, Reto, Marler, Hasslinger, and Bowers reserved the name MSW and, within the next month, formed MSW, a company that has the same business plan, business model, and financial projections as APNR and uses identical methods and techniques for global recruitment, immigration, screening, and training of foreign medical professionals as APNR.

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22.

Initially, Myers, Reto, Marler, Hasslinger, and Bowers represented to Silvers that MSW was 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 and equal to all other members ofMSW.

23.

At that time, Myers, Reto, Marler, Hasslinger, and Bowers proposed an agreement to APNR and Silvers whereby MSW would effectively purchase the business, including all assets, intellectual property, and work product of APNR. Through that agreement,

Myers, Reto, Marler, Hasslinger, and Bowers recognized the property rights of APNR and 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 them out of MSW. They then began working for MSW, induced Spensiere and Carpenter to leave APNR for MSW, and divetied clients, investors, and business opportunities negotiated 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 and meetings in Ohio, Michigan, Illinois, Massachusetts, and Maryland and on its website since beginning in 2005. Screenshots from MSW's website and Facebook page are attached 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 agreements between APNR and Spensieri.

29.

Spensieri breached the Contracts by leaving APNR, failing to fulfill his contractual obligations to APNR, going to work for MSW, using the confidential, proprietary, and trade secret information of APNR at MSW, and diverting clients, credible funding sources, 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. 32. APNR and Silvers incorporate the allegations above as if they were stated herein. 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 secret information of APNR at MSW, and/or dive1iing clients, credible funding sources, and business opportunities away from APNR to MSW. 34. Myers, Reto, Marler, Hasslinger, and Bowers further breached their fiduciary duty by inducing 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 of APNR 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 they were 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 trade secrets by using them at MSW in direct competition with APNR.

40.

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

41. 42.

As a direct and proximate result, APNR and Silvers have suffered damage. 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. 44. 45. 46.

APNR and Silvers incorporate the allegations above as if they were stated herein. The Contracts are valid agreements between APNR and Spensieri. Myers, Reto, Marler, Hasslinger, Bowers, and MSW were aware of the Contracts. 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 ACT

49. 50.

APNR and Silvers incorporate the allegations above as if they were stated herein. 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 cause confusion in the marketplace in that recruiters, employers, clients, and investors will believe that the services provided by MSW are provided by or associated with APNR.

52. 53.

As a direct and proximate result, APNR and Silvers have and will suffered damage. 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. 55.

APNR and Silvers incorporate the allegations above as if they were stated herein. Myers, Reto, Marler, Hasslinger, Bowers Spensieri, and MSW's continued disregard for APNR's confidential, proprietary, and trade secret information and use of APNR's trademark 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's confidential, proprietary, and trade secret information and trademark, APNR is likely to experience 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 information and 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 from using APNR's confidential, proprietary, and trade secret information and trademark.

59.

The damage that will accrue to APNR if the wrongful conduct continues far outweighs any 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 RELIEF

WHEREFORE, 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, James Greg Bowers and Benny Spensieri for actual, consequential, and ptmitive damages, attorneys' fees, costs, pre-judgment interest, post-judgment interest; a permanent injunction preventing Medical Staffing Worldwide, LLC, Larry Myers, Tom Reto, Jon Marler, Dan Hasslinger, James Greg Bowers m1d Be1my Spensieri from continued use of APNR's confidential, proprietary, and trade secret information and trademark; and all other appropriate relief.
JURY DEMAND

Plaintiffs, 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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Respectfully Submitted,

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