FILED

DALLAS COUNTY
9/1 9/2019 5:33 PM
FELICIA PITRE
10 CIT ES DISTRICT CLERK

DC-1 9-1 5370 Angie Avina

CAUSE NO.
AWC SPECIALTY RX CONSULTING LLC § IN THE DISTRICT COURT OF
0F
dba REDMOND & GREER PHARMACY §
SUPPLY §
§
Plaintiff,
§
§
vs.
VS.
§

PARADIGM HEALTHCARE SOLUTIONS,

g
LLC dba ATHENA PHARMACY,
HERMANAS GONZALEZ PHARMACY & § DALLAS COUNTY, TEXAS
g
§
DISCOUNT, INC. dba FLORIDA MEDICINE
§
STORE, FOREST HILL PHARMACY LLC,
§
MEDCORE MANAGEMENT TEXAS, LLC
§
MEDCORE, BENJAMIN MARSHALL,
(112a
(1123
§
LEE 0R1, EDIJE ZEIGLER, ROBERT
§
BURROWS, THOMAS GERETZ, and BEKIM
§
VESELI.
§ H-160TH
Defendants. § JUDICIAL DISTRICT

PLAINTIFF’S ORIGINAL PETITION AND REQUEST FOR DISCLOSURES

COMES NOW, AWC Specialty RX
Rx Consulting LLC dba Redmond & Greer Pharmacy

Supply (hereinafter referred to as “Plaintiff’) and files this its Original Petition and Request for

Disclosures complaining 0f Defendants Paradigm Healthcare Solutions, LLC dba Athena

Pharmacy, Hermanas Gonzalez Pharmacy & Discount, Inc. dba Florida Medicine Store, Forest

Hill Pharmacy LLC, Medcore Management Texas, LLC dba Medcore, Benjamin Marshall, Lee

Ori, Edije Zeigler, Robert Burrows, Thomas Geretz, and Bekim Veseli, (hereinafter collectively

to as “Defendants”), and
referred t0 would respectfully show the Court as follows:

I.

DISCOVERY LEVEL
1. Discovery is to be conducted under level 3 pursuant t0
intended t0 to Tex. R. Civ.
CiV. P.

190.3.

2. In accordance with
With Tex. R. CiV. P. 47(c), Plaintiff states that it seeks monetary relief

PLAINTIFF’S ORIGINAL PETITION AND REQUEST FOR DISCLOSURES — Page 1

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over $ 1 ,000,000.

II.

PARTIES

3. Plaintiff is a limited liability company duly formed and existing under the laws of

the State of Texas. Plaintiff s principal office is in Garland, Dallas County, Texas.

4. Paradigm Healthcare Solutions, LLC dba Athena Pharmacy (“Athena Pharmacy”)

is a Tennessee limited liability company, Which may be served With citation by serving its

registered agent, CT Corporation System, 300 Montvue Road, Knoxville, TN 37919-5546.

5. Hermanas Gonzalez Pharmacy & Discount, Inc. dba Florida Medicine Store

(“Florida Medicine”) is a Florida corporation, Which may be served with citation by serving its

registered agent, CT Corporation System, 1200 South Pine Island Road, Plantation, FL 33324.

6. Forest Hill Pharmacy LLC (“Forest Hill”) is a Florida limited liability company,

Which may be served with citation by serving its registered agent, CT Corporation System, 1200

South Pine Island Road, Plantation, FL 33324.

7. Medcore Management Texas, LLC dba Medcore (“Medcore”), is a Texas limited

liability company, which may be served With citation by serving its registered agent, Friedman &
Feiger, LLP, 5301 Spring Valley Rd., Ste. 200, Dallas, TX 75254.

8. Benj amin Marshall (“Marshall”) is an individual who resides in Tennessee and may

be served at 3556 Windy J. Farms, Louisville, TN 37777-3280, or Wherever he may be found.

9. Lee Ori (“Ori”) is an individual Who resides in Tennessee and may be served at 102

Summitt Drive, Columbia, TN 38401-6158, 0r wherever he may be found.

10. Edije Zeigler (“Zeigler”) is an individual who resides in Florida and may be served

at 8336 SW 8th Street, Miami, FL 33 144, or Wherever he may be found.

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 11. Robert Burrows (“Burrows”) is an individual who resides in Florida and may be

served at 8336 SW 8th Street, Miami, FL 33 144, 0r Wherever he may be found.

12. Thomas Geretz (“Geretz”) is an individual Who resides in Florida and may be

served at 2939 Forest Hill B1Vd., West Palm Beach, FL 33406, 0r wherever he may be found.

13. Bekim Veseli (“Veseli”) is an individual who resides in Virginia and may be served

at 12390 Worldgate Dr., Ste. 300, Herndon, VA 20170, or Wherever he may be found.

JURISDICTI(1)11£AND VENUE
14. This Court has jurisdiction over this suit because the amount in controversy exceeds

the minimum jurisdictional limits 0f the Court.

15. This Court has personal jurisdiction over Athena Pharmacy, Florida Medicine,

Forest Hill, Marshall, Ori, Zeigler, Burrows, Geretz, and Veseli because each of those defendants

has established minimum contacts with Texas by entering into contracts in Texas, contractually

agreeing t0 be subject t0 personal jurisdiction in Texas, placing orders with Plaintiff in Texas for

goods t0 be prepared, purchased, packaged, and shipped from Texas t0 Defendants, and/or

personally guaranteeing the obligations owed t0 Plaintiff. Each of those Defendants continuously,

from the time they entered into contracts With Plaintiff and up to the filing of this suit,

communicated with Plaintiff through meetings in Texas, as well as written correspondence,

telephone calls, and emails directed t0 Plaintiff in Texas. Those Defendants also sent payments to

Plaintiff in Texas pursuant to the contracts and obligations at issue in this case. Each 0f those

Defendants contracted in person, by mail 0r otherwise, with a Texas resident and agreed to perform

the contract in Whole or in part in Texas. The foregoing acts by those Defendants and their agents

subj ect each 0f them t0 personal jurisdiction in Texas.

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 16. This Court has personal jurisdiction over Medcore because Medcore is a resident

and citizen of Texas by Virtue of being organized under the laws 0f Texas.

17. Venue is proper in Dallas County, Texas, pursuant to Texas Civil Practice and

Remedies Code sections 15.020(b), 15.035(a), and 15.002(a)(1), (3), and (4). Plaintiff and

Defendants entered into a major transaction by written agreement and such written agreement

specified that Defendants submitted themselves t0 the jurisdiction and venue 0f the Texas courts.

Plaintiff and Defendants entered into a contract in writing to perform an obligation in Dallas

County, Texas. Dallas County, Texas is the county in Which all or a substantial part of the events

or omissions giving rise t0 the claims asserted herein occurred. Dallas County, Texas is the County

0f Medcore’s principal office in Texas. Dallas County, Texas is the county in which Plaintiff

resided at the time 0f the accrual 0f the causes 0f action asserted herein.

IV.
FACTUAL BACKGROUND
A. Athena Pharmacy, Marshall, and Ori

18. On July 30, 2018, Marshall and Ori, as principals of Athena Pharmacy and as

personal guarantors, executed a New Customer Application which governs the terms 0f each sale

of goods and formed the contract between the parties (the “Athena Pharmacy Contract”). The

Athena Pharmacy Contract allows for purchase of wholesale goods from Plaintiff t0 be dispensed

in Athena Pharmacy’s retail pharmacy. Pursuant t0 the Athena Pharmacy Contract, Athena

Pharmacy, Marshall, and Ori agreed t0 subject themselves to the jurisdiction and venue 0f the

Texas courts. The Athena Pharmacy Contract also specified terms regarding payment of invoices

for the goods purchased from Plaintiff. The terms of the Athena Pharmacy Contract provide as

follows:

“We understand our terms are set at time of sale on a case by case basis, that is
subject to credit approval and agree t0 pay at the place designated 0n the invoice

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 all drafts and obligations, evidence of credit, and all extensions of credit, and all
finance charges imposed, either: a. in full upon due date, or b. if not paid upon due
date, a 1.5% monthly finance charge will be assessed. c. on default or failure to pay
as agree, you will pay to [Plaintiff] or its subsidiaries collection costs, the maximum
monthly finance charge permitted, and reasonable attorneys’ fees.”

19. Pursuant to the Athena Pharmacy Contract, Plaintiff sold goods to Athena

Pharmacy for resale in Athena Pharmacy’s retail pharmacy. Athena Pharmacy, Marshall, and Ori

have failed and refused to pay the invoices owed to Plaintiff.

20. The total amount due and owing to Plaintiff from Athena Pharmacy, Marshall, and

Ori for sale of goods is $1,287,259.87.

21. The amounts invoiced to Athena Pharmacy for goods sold are an accurate

representation of the monies due and owing Plaintiff for the goods sold and reflect the amounts

due after all just and lawful offsets, payments, and credits have been allowed. Plaintiff billed

Athena Pharmacy, at the prices agreed upon by the parties, which are reasonable and customary

for goods sold by comparable wholesale vendors in the United States. The invoices were due and

payable in Dallas County, Texas on the date specified on the invoice, and are now overdue, in spite

of demands made to Athena Pharmacy, Marshall, and Ori seeking payment for the goods sold.

B. Florida Medicine, Zeigler, and Burrows

22. On January 31, 2018, Zeigler and Burrows, as principals of Florida Medicine and

as personal guarantors executed a New Customer Application which governs the terms of each

sale of goods and formed the contract between the parties (the “Florida Medicine Contract”). The

Florida Medicine Contract allows for purchase of wholesale goods from Plaintiff to be resold in

Florida Medicine’s retail pharmacy. Pursuant to the Florida Medicine Contract, Florida Medicine,

Zeigler, and Burrows agreed to submit themselves to the jurisdiction and venue of the Texas courts.

The Florida Medicine Contract also specified terms regarding payment of invoices for the goods

purchased from Plaintiff. The terms of the Florida Medicine Contract provide as follows:

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 “We understand our terms are set at time of sale on a case by case basis, that is
subject to credit approval and agree to pay at the place designated on the invoice
all drafts and obligations, evidence of credit, and all extensions of credit, and all
finance charges imposed, either: a. in full upon due date, or b. if not paid upon due
date, a 1.5% monthly finance charge will be assessed. c. on default or failure to pay
as agree, you will pay to [Plaintiff] or its subsidiaries collection costs, the maximum
monthly finance charge permitted, and reasonable attorneys’ fees.”

23. Pursuant to the Florida Medicine Contract, Plaintiff sold goods to Florida Medicine

for resale in Florida Medicine’s retail pharmacy. Florida Medicine, Zeigler, and Burrows have

failed and refused to pay the invoices owed to Plaintiff.

24. The total amount due and owing to Plaintiff from Florida Medicine, Zeigler, and

Burrows for sale of goods is $195,533.96.

25. The amounts invoiced to Florida Medicine for goods sold are an accurate

representation of the monies due and owing to Plaintiff for the goods to be sold and reflect the

amounts due after all just and lawful offsets, payments, and credits have been allowed. Plaintiff

billed Florida Medicine, at the prices agreed upon by the parties, which are reasonable and

customary for goods sold by comparable wholesale vendors in the United States. The invoices

were due and payable in Dallas County, Texas on the date specified on the invoice, and are now

overdue, in spite of demands made to Florida Medicine, Zeigler, and Burrows seeking payment

for the goods sold.

C. Forest Hill and Geretz

26. On November 21, 2018, Geretz, as a principal of Forest Hill and as personal

guarantor executed a New Customer Application which governs the terms of each sale of goods

and formed the contract between the parties (the “Forest Hill Contract”). The Forest Hill Contract

allows for purchase of wholesale goods from Plaintiff to be dispensed in Forest Hill’s retail

pharmacy. Pursuant to the Forest Hill Contract, Forest Hill and Geretz agreed to submit

themselves to the jurisdiction and venue of the Texas courts. The Forest Hill Contract also

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specified terms regarding payment of invoices for the goods purchased from Plaintiff. The terms

of the Forest Hill Contract provide as follows:

“We understand our terms are set at time of sale on a case by case basis, that is
subject to credit approval and agree to pay at the place designated on the invoice
all drafts and obligations, evidence of credit, and all extensions of credit, and all
finance charges imposed, either: a. in full upon due date, or b. if not paid upon due
date, a 1.5% monthly finance charge will be assessed. c. on default or failure to pay
as agree, you will pay to [Plaintiff] or its subsidiaries collection costs, the maximum
monthly finance charge permitted, and reasonable attorneys’ fees.”

27. Pursuant to the Forest Hill Contract, Plaintiff sold goods to Forest Hill for resale in

Forest Hill’s retail pharmacy. Forest Hill and Geretz have failed and refused to pay the invoices

owed to Plaintiff.

28. The total amount due and owing to Plaintiff from Forest Hill and Geretz for sale of

goods is $1,680,171.66.

29. The amounts invoiced to Forest Hill for goods sold are an accurate representation

of the monies due and owing to Plaintiff for the goods to be sold and reflect the amounts due after

all just and lawful offsets, payments, and credits have been allowed. Plaintiff billed Forest Hill, at

the prices agreed upon by the parties, which are reasonable and customary for goods sold by

comparable wholesale vendors in the United States. The invoices were due and payable in Dallas

County, Texas on the date specified on the invoice, and are now overdue, in spite of demands made

to Forest Hill and Geretz seeking payment for the goods sold.

D. Medcore and Veseli

30. On January 11, 2017, Veseli, as principal of Medcore, as personal guarantor, and

as an inducement for Plaintiff to do business with Athena Pharmacy, Florida Medicine, and Forest

Hill, executed a New Customer Application which governs the terms of each sale of goods and

formed the contract between the parties (the “Medcore Contract”). Medcore, both through itself

and through one or more affiliated entities (all of which collectively operate under the name

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“Medcore”), owns and/or provides management services to pharmacies, including ordering

product and remitting payment on behalf of these pharmacies. Among the pharmacies owned

(directly or indirectly) and/or managed by Medcore are Athena Pharmacy, Florida Medicine and

Forest Hill. The Medcore Contract allows for the extension of credit by Plaintiff to retail

pharmacies owned and/or managed by Medcore, and the purchase of wholesale goods from

Plaintiff to be dispensed in retail pharmacies owned and/or managed by Medcore. Pursuant to the

Medcore Contract, Medcore and Veseli agreed to submit themselves to the jurisdiction and venue

of the Texas courts. The Medcore Contract also specified terms regarding payment of invoices for

the goods purchased from Plaintiff. The terms of the Medcore Contract provide as follows:

“We understand our terms are set at time of sale on a case by case basis, that is
subject to credit approval and agree to pay at the place designated on the invoice
all drafts and obligations, evidence of credit, and all extensions of credit, and all
finance charges imposed, either: a. in full upon due date, or b. if not paid upon due
date, a 1.5% monthly finance charge will be assessed. c. on default or failure to pay
as agree, you will pay to [Plaintiff] or its subsidiaries collection costs, the maximum
monthly finance charge permitted, and reasonable attorneys’ fees.”

31. Pursuant to the Medcore Contract, and as referenced above, Plaintiff sold goods to

retail pharmacies owned and/or managed by Medcore, including but not limited to Athena

Pharmacy, Florida Medicine, and Forest Hill. Athena Pharmacy, Florida Medicine, Forest Hill,

Medcore, and Veseli have failed and refused to pay the invoices owed to Plaintiff.

32. The total amount due and owing to Plaintiff from Medcore and Veseli for sale of

goods is $3,162,965.49.

33. The amounts invoiced to Athena Pharmacy, Florida Medicine, Forest Hill, and

Medcore for goods sold are an accurate representation of the monies due and owing to Plaintiff for

the goods to be sold and reflect the amounts due after all just and lawful offsets, payments, and

credits have been allowed. Plaintiff billed Athena Pharmacy, Florida Medicine, Forest Hill, and

Medcore, at the prices agreed upon by the parties, which are reasonable and customary for goods

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sold by comparable wholesale vendors in the United States. The invoices were due and payable

in Dallas County, Texas on the date specified 0n the invoice, and are now overdue, in spite 0f

demands made to Athena Pharmacy, Florida Medicine, Forest Hill, Medcore, and Veseli seeking

payment for the goods sold.

V
COUNT 1 — BREACH OF CONTRACT —
ATHENA PHARMACY, MARSHALL, AND ORI
34. Plaintiff hereby incorporates all 0f the foregoing and ensuing allegations as if fully

set forth hereat.

35. Plaintiff, 0n the one hand, and Athena Pharmacy, Marshall, and Ori, 0n the other

hand, entered into a valid and enforceable contract. As such, Plaintiff is the proper party to bring

suit for breach by Athena Pharmacy, Marshall, and Ori.

36. Plaintiff performed its contractual obligations by, among other things, shipping

goods to Athena Pharmacy for the sale of those goods in Athena Pharmacy’s retail pharmacy.

37. Athena Pharmacy breached the Athena Pharmacy Contract by failing and refusing

t0 pay the amounts due and owing pursuant t0 the invoices as obligated by the Athena Pharmacy

Contract. Marshall and Ori breached the Athena Pharmacy Contract by failing and refusing t0 pay

the amounts due and owing by Athena Pharmacy pursuant t0 their personal guarantees.

38. Plaintiff s damages proximately caused by such breaches are the outstanding

balance of $1,287,259.87 plus interest at the rate specified in the Athena Pharmacy Contract.

Athena Pharmacy, Marshall, and Ori are jointly and severally liable to Plaintiff for said damages,

plus pre- and post-judgment interest at the rate specified in the Athena Pharmacy Contract, plus

Plaintiff’s reasonable attorneys’ fees and expenses.

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 VI.
COUNT 2 — SUIT
ON SWORN ACCOUNT —
ATHENA PHARMACY, MARSHALL, AND ORI
39. Plaintiff hereby incorporates all of the foregoing and ensuing allegations as if fully

set forth hereat.

40. Plaintiff’ s claim against Athena Pharmacy is founded upon an open account, claim

for goods, wares, and merchandise, is a liquidated money demand based upon a written contract,

is founded on business dealings between the parties, and is for materials furnished. Plaintiff has

kept a systematic record of its claim against Athena Pharmacy. The balance due Plaintiff for its

claim against Athena Pharmacy is $1,287,259.87. That amount is just and true, is due, and all just

and lawful offsets, payments, and credits have been allowed. Marshall and Ori, having refused to

honor their personal guarantees, are jointly and severally liable With Athena Pharmacy t0 Plaintiff

for said damages, plus pre- and post-judgment interest, and Plaintiff’s reasonable attorneys’ fees

and expenses.

VII.
COUNT 3 — VIOLATION OF TEXAS UCC ARTICLE 2 —
ATHENA PHARMACY, MARSHALL, AND ORI
41. Plaintiff hereby incorporates all of the foregoing and ensuing allegations as if fully

set forth hereat.

42. Plaintiff sold goods to Athena Pharmacy pursuant to the terms 0f the Athena

Pharmacy Contract. The Athena Pharmacy Contract specifically states that payment for goods is

due “in full upon due date.”

43. Athena Pharmacy has violated TeX. Bus. & Com. Code § 2.709(a) by failing to pay
the price of the goods as they came due. As such, Plaintiff is entitled to recover the price 0f the

goods plus incidental damages pursuant t0 Tex. Bus. & Com. Code §2.710, including attorneys’

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fees. The Athena Pharmacy Contract includes a provision that Athena Pharmacy, Marshall, and

Ori are liable for attorneys’ fees in the event they breach the Athena Pharmacy Contract.

44. Athena Pharmacy violated the Texas Uniform Commercial Code When it accepted

the goods from Plaintiff and did not pay the price of the goods upon their due date. Plaintiff’s

damages proximately caused by such breach are the outstanding balance of $1,287,259.87 plus

interest at the rate specified in the Athena Pharmacy Contract. Marshall and Ori, having refused

to honor their personal guarantees, are jointly and severally liable with Athena Pharmacy t0

Plaintiff for said damages, plus pre- and post-judgment interest, and Plaintiff’s reasonable

attorneys’ fees and expenses.

VIII.
COUNT 4— QUANTUM MERUIT AND UNJUST ENRICHMENT —
ATHENA PHARMACY, MARSHALL, AND ORI
45. Plaintiff hereby incorporates all of the foregoing and ensuing allegations as if fully

set forth hereat.

46. Plaintiff has conferred a benefit 0n Athena Pharmacy by providing goods t0 Athena

Pharmacy With an expectation of payment.

47. Athena Pharmacy was well aware that Plaintiff expected to the paid the outstanding

balance of the invoices each time it requested goods.

48. Athena Pharmacy accepted this benefit and failed to pay Plaintiff for the goods

Plaintiff provided. Plaintiff is entitled to recover from Athena Pharmacy the reasonable value 0f

the goods it provided t0 Athena Pharmacy, Which conferred a benefit 0n Athena Pharmacy.

49. Athena Pharmacy would be unjustly enriched if it was allowed to enj 0y the use 0f

the goods provided by Plaintiff without paying Plaintiff in return. Under the doctrine of unjust

enrichment, Athena Pharmacy has an obligation t0 pay Plaintiff the reasonable value of the goods

provided to Athena Pharmacy by Plaintiff. The reasonable value 0f the goods Plaintiffprovided t0

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Athena Pharmacy for which Athena Pharmacy has not paid is the principal amount of

$1,287,259.87. Marshall and Ori, having refused t0 honor their personal guarantees, are jointly

and severally liable With Athena Pharmacy t0 Plaintiff for said damages, plus pre- and post-

judgment interest, and Plaintiff’s reasonable attorneys’ fees and expenses.

IX
COUNT 5 — BREACH OF CONTRACT —
FLORIDA MEDICINE, ZEIGLER, AND BURROWS
50. Plaintiff hereby incorporates all 0f the foregoing and ensuing allegations as if fully

set forth hereat.

5 1. Plaintiff, 0n the one hand, and Florida Medicine, Zeigler, and Burrows, 0n the other

hand, entered into a valid and enforceable contract. As such, Plaintiff is the proper party to bring

suit for breach by Florida Medicine, Zeigler, and Burrows.

52. Plaintiff performed its contractual obligations by, among other things, shipping

goods to Florida Medicine for the sale of those goods in Florida Medicine’s retail pharmacy.

53. Florida Medicine breached the Florida Medicine Contract by failing and refusing

t0 pay the amounts due and owing pursuant to the invoices as obligated by the Florida Medicine

Contract. Zeigler and Burrows breached the Florida Medicine Contract by failing and refusing to

pay the amounts due and owing by Florida Medicine pursuant t0 their personal guarantees.

54. Plaintiff s damages proximately caused by such breaches are the outstanding

balance of $ 1 95,533.96 plus interest at the rate specified in the Florida Medicine Contract. Florida

Medicine, Zeigler, and Burrows are jointly and severally liable t0 Plaintiff for said damages, plus

pre- and post-judgment interest at the rate specified in the Athena Pharmacy Contract, plus

Plaintiff’s reasonable attorneys’ fees and expenses.

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 X.
COUNT 6 — SUIT
ON SWORN ACCOUNT —
FLORIDA MEDICINE, ZEIGLER, AND BURROWS
55. Plaintiff hereby incorporates all of the foregoing and ensuing allegations as if fully

set forth hereat.

56. Plaintiff’ s claim against Florida Medicine is founded upon an open account, claim

for goods, wares, and merchandise, is a liquidated money demand based upon a written contract,

is founded on business dealings between the parties, and is for materials furnished. Plaintiff has

kept a systematic record of its claim against Florida Medicine. The balance due Plaintiff for its

claim against Florida Medicine is $195,533.96. That amount is just and true, is due, and all just

and lawful offsets, payments, and credits have been allowed. Zeigler and Burrows, having refused

t0 honor their personal guarantees, are jointly and severally liable with Florida Medicine t0

Plaintiff for said damages, plus pre- and post-judgment interest, and Plaintiff’s reasonable

attorneys’ fees and expenses.

XI.
COUNT 7 — VIOLATION OF TEXAS UCC ARTICLE 2 —
FLORIDA MEDICINE, ZEIGLER, AND BURROWS
57. Plaintiff hereby incorporates all 0f the foregoing and ensuing allegations as if fully

set forth hereat.

58. Plaintiff sold goods to Florida Medicine pursuant to the terms of the Florida

Medicine Contract. The Florida Medicine Contract specifically states that payment for goods is

due “in full upon due date.”

59. Florida Medicine has violated Tex. Bus. & Com. Code § 2.709(a) by failing to pay
the price of the goods as they came due. As such, Plaintiff is entitled to recover the price 0f the

goods plus incidental damages pursuant t0 Tex. Bus. & Com. Code §2.710, including attorneys’

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fees. The Florida Medicine Contract includes a provision that Florida Medicine, Zeigler, and

Burrows are liable for attorneys’ fees in the event they breach the Florida Medicine Contract.

60. Florida Medicine violated the Texas Uniform Commercial Code When it accepted

the goods from Plaintiff and did not pay the price of the goods upon their due date. Plaintiff’s

damages proximately caused by such breach are the outstanding balance of $195,533.96 plus

interest at the rate specified in the Florida Medicine Contract. Zeigler and Burrows, having refused

to honor their personal guarantees, are jointly and severally liable with Florida Medicine t0

Plaintiff for said damages, plus pre- and post-judgment interest, and Plaintiff’s reasonable

attorneys’ fees and expenses.

XII.
COUNT QUANTUM MERUIT AND UNJUST ENRICHMENT —
8—
FLORIDA MEDICINE, ZEIGLER, AND BURROWS
61. Plaintiff hereby incorporates all of the foregoing and ensuing allegations as if fully

set forth hereat.

62. Plaintiff has conferred a benefit on Florida Medicine by providing goods t0 Florida

Medicine with an expectation 0f payment.

63. Florida Medicine was well aware that Plaintiff expected to the paid the outstanding

balance of the invoices each time it requested goods.

64. Florida Medicine accepted this benefit and failed to pay Plaintiff for the goods

Plaintiff provided. Plaintiff is entitled to recover from Florida Medicine the reasonable value 0f

the goods it provided t0 Florida Medicine, Which conferred a benefit 0n Florida Medicine.

65. Florida Medicine would be unjustly enriched if it was allowed t0 enjoy the use of

the goods provided by Plaintiff without paying Plaintiff in return. Under the doctrine of unjust

enrichment, Florida Medicine has an obligation to pay Plaintiff the reasonable value of the goods

provided t0 Florida Medicine by Plaintiff. The reasonable value 0f the goods Plaintiff provided t0

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Florida Medicine for which Florida Medicine has not paid is the principal amount 0f $ 1 95,533.96.

Zeigler and Burrows, having refused t0 honor their personal guarantees, are jointly and severally

liable With Florida Medicine to Plaintiff for said damages, plus pre- and post-judgment interest,

and Plaintiff s reasonable attorneys’ fees and expenses.

XIII.
COUNT 9 — BREACH OF CONTRACT — FOREST HILL AND GERETZ
66. Plaintiff hereby incorporates all 0f the foregoing and ensuing allegations as if fillly

set forth hereat.

67. Plaintiff, on the one hand, and Forest Hill and Geretz, on the other hand, entered

into a valid and enforceable contract. As such, Plaintiff is the proper party t0 bring suit for breach

by Forest Hill and Geretz.

68. Plaintiff performed its contractual obligations by, among other things, shipping

goods t0 Forest Hill for the sale of those goods in Forest Hill’s retail pharmacy.

69. Forest Hill breached the Forest Hill Contract by failing and refusing t0 pay the

amounts due and owing pursuant t0 the invoices as obligated by the Forest Hill Contract. Geretz

breached the Forest Hill Contract by failing and refusing t0 pay the amounts due and owing by

Forest Hill pursuant to his personal guarantee.

70. Plaintiff’s damages proximately caused by such breaches are the outstanding

balance of $1,680,171.66 plus interest at the rate specified in the Forest Hill Contract. Forest Hill

and Geretz are jointly and severally liable to Plaintiff for said damages, plus pre- and post-

judgment interest at the rate specified in the Forest Hill Contract, plus Plaintiff’s reasonable

attorneys” fees and expenses.

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 XIV.
COUNT 10 — SUIT ON SWORN ACCOUNT — FOREST HILL AND GERETZ
71. Plaintiff hereby incorporates all 0f the foregoing and ensuing allegations as if fully

set forth hereat.

72. Plaintiff’s claim against Forest Hill is founded upon an open account, claim for

goods, wares, and merchandise, is a liquidated money demand based upon a written contract, is

founded 0n business dealings between the parties, and is for materials furnished. Plaintiff has kept

a systematic record 0f its claim against Forest Hill. The balance due Plaintiff for its claim against

Forest Hill is $1,680,171.66. That amount is just and true, is due, and all just and lawful offsets,

payments, and credits have been allowed. Geretz, having refused t0 honor his personal guarantee,

is jointly and severally liable with Forest Hill to Plaintiff for said damages, plus pre- and post-

judgment interest, and Plaintiff s reasonable attorneys’ fees and expenses.

XV.
COUNT 11 — VIOLATION OF TEXAS UCC ARTICLE 2 —
FOREST HILL AND GERETZ
73. Plaintiff hereby incorporates all 0f the foregoing and ensuing allegations as if fully

set forth hereat.

74. Plaintiff sold goods to Forest Hill pursuant t0 the terms of the Forest Hill Contract.

The Forest Hill Contract specifically states that payment for goods is due “in full upon due date.”

75. Forest Hill has violated Tex. Bus. & Com. Code § 2.709(a) by failing t0 pay the

price 0f the goods as they came due. As such, Plaintiff is entitled to recover the price 0f the goods

plus incidental damages pursuant t0 Tex. Bus. & Com. Code §2.710, including attorneys’ fees.

The Forest Hill Contract includes a provision that Forest Hill and Geretz are liable for attorneys’

fees in the event they breach the Forest Hill Contract.

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 76. Forest Hill violated the Texas Uniform Commercial Code when it accepted the

goods from Plaintiff and did not pay the price of the goods upon their due date. Plaintiff’ s damages

proximately caused by such breach are the outstanding balance of $1,680,171.66 plus interest at

the rate specified in the Forest Hill Contract. Geretz, having refused to honor his personal

guarantee, is jointly and severally liable With Forest Hill t0 Plaintiff for said damages, plus pre-

and post-judgment interest, and Plaintiff s reasonable attorneys’ fees and expenses.

XVI.
COUNT 12 — QUANTUM MERUIT AND UNJUST ENRICHMENT —
FOREST HILL AND GERETZ
77. Plaintiff hereby incorporates all of the foregoing and ensuing allegations as if fully

set forth hereat.

78. Plaintiff has conferred a benefit 0n Forest Hill by providing goods t0 Forest Hill

with an expectation 0f payment.

79. Forest Hill was well aware that Plaintiff expected to the paid the outstanding

balance of the invoices each time it requested goods.

80. Forest Hill accepted this benefit and failed to pay Plaintiff for the goods Plaintiff

provided. Plaintiff is entitled to recover from Forest Hill the reasonable value of the goods it

provided t0 Forest Hill, Which conferred a benefit 0n Forest Hill.

81. Forest Hill would be unjustly enriched if it was allowed t0 enjoy the use 0f the

goods provided by Plaintiff without paying Plaintiff in return. Under the doctrine 0f unjust

enrichment, Forest Hill has an obligation to pay Plaintiff the reasonable value 0f the goods

provided to Forest Hill by Plaintiff. The reasonable value of the goods Plaintiff provided t0 Forest

Hill for which Forest Hill has not paid is the principal amount 0f $1,680,171.66. Geretz, having

refused to honor his personal guarantee, is jointly and severally liable With Forest Hill t0 Plaintiff

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for said damages, plus pre- and post-judgment interest, and Plaintiff’s reasonable attorneys’ fees

and expenses.

XVII.
COUNT 13 — BREACH OF CONTRACT — MEDCORE AND VESELI
82. Plaintiff hereby incorporates all of the foregoing and ensuing allegations as if fully

set forth hereat.

83. Plaintiff, on the one hand, and Medcore and Veseli, 0n the other hand, entered into

a valid and enforceable contract. As such, Plaintiff is the proper party to bring suit for breach by

Medcore and Veseli.

84. Plaintiff performed its contractual obligations by, among other things, extending

credit and shipping goods to Athena Pharmacy, Florida Medicine, and Forest Hill.

85. Medcore breached the Medcore Contract by failing and refusing t0 pay the amounts

due and owing pursuant t0 the invoices as obligated by the Medcore Contract. Veseli breached

the Medcore Contract by failing and refusing to pay the amounts due and owing by Medcore

pursuant to his personal guarantee.

86. Plaintiff’ s damages proximately caused by such breaches are the outstanding

balance of $3,162,965.49 plus interest at the rate specified in the Medcore Contract. Medcore and

Veseli are jointly and severally liable to Plaintiff for said damages, plus pre- and post-judgment

interest at the rate specified in the Medcore Contract, plus Plaintiff’s reasonable attorneys’ fees

and expenses. Of that amount, (a) Athena Pharmacy, Marshall, and Ori are jointly and severally

liable with Medcore and Veseli for $1,287,259.87 plus interest, attorneys’ fees, and expenses, (b)

Florida Medicine, Zeigler, and Burrows are jointly and severally liable With Medcore and Veseli

for $195,533.96 plus interest, attorneys’ fees, and expenses, and (c) Forest Hill and Geretz are

PLAINTIFF’S ORIGINAL PETITION AND REQUEST FOR DISCLOSURES — Page 18

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jointly and severally liable with Medcore and Veseli for $1,680,171.66 plus interest, attorneys’

fees, and expenses.

XVIII.
COUNT 14 — SUIT ON SWORN ACCOUNT — MEDCORE AND VESELI
87. Plaintiff hereby incorporates all of the foregoing and ensuing allegations as if fully

set forth hereat.

88. Plaintiff’s claim against Medcore is founded upon an open account, claim for

goods, wares, and merchandise, is a liquidated money demand based upon a written contract, is

founded on business dealings between the parties, and is for materials furnished. Plaintiff has kept

a systematic record of its claim against Medcore. The court Will balance due Plaintiff for its claim

against Medcore is $3,162,965.49. That amount is just and true, is due, and all just and lawful

offsets, payments, and credits have been allowed. Veseli, having refused to honor his personal

guarantee, is jointly and severally liable With Medcore t0 Plaintiff for those damages. Of that

amount, (a) Athena Pharmacy, Marshall, and Ori are jointly and severally liable With Medcore and

Veseli for $ 1 ,287,259.87 plus interest, attorneys’ fees, and expenses, (b) Florida Medicine, Zeigler,

and Burrows are jointly and severally With Medcore and Veseli for $195,533.96 plus interest,

attorneys’ fees, and expenses, and (c) Forest Hill and Geretz are jointly and severally liable With

Medcore and Veseli for $1,680,171.66 plus interest, attorneys’ fees, and expenses.

XIX.
COUNT 15 — VIOLATION OF TEXAS UCC ARTICLE 2 — MEDCORE AND VESELI
89. Plaintiff hereby incorporates all 0f the foregoing and ensuing allegations as if fillly

set forth hereat.

90. Plaintiff sold goods t0 Athena Pharmacy, Florida Medicine, Forest Hill, and

Medcore pursuant t0 the terms of the Medcore Contract. The Medcore Contract specifically states

that payment for goods is due “in full upon due date.”

PLAINTIFF’S ORIGINAL PETITION AND REQUEST FOR DISCLOSURES — Page 19

39770034
 91. Medcore has violated Tex. Bus. & Com. Code § 2.709(a) by failing t0 pay the price
0f the goods as they came due. As such, Plaintiff is entitled to recover the price 0f the goods plus

incidental damages pursuant t0 TeX. Bus. & Com. Code §2.710, including attorney’s fees. The

Medcore Contract includes a provision that Medcore and Veseli are liable for attorney’s fees in

the event they breach the Medcore Contract.

92. Medcore violated the Texas Uniform Commercial Code when it, Athena Pharmacy,

Florida Medicine, and Forest Hill accepted the goods from Plaintiff and did not pay the price of

the goods upon their due date. Plaintiff’s damages proximately caused by such breach are the

outstanding balance 0f $3,162,965.49 plus interest at the rate specified in the Medcore Contract.

Veseli, having refused to honor his personal guarantee, is jointly and severally liable with Medcore

t0 Plaintiff for those damages. Of that amount, (a) Athena Pharmacy, Marshall, and Ori are jointly

and severally liable With Medcore and Veseli for $1,287,259.87 plus interest, attorneys’ fees, and

expenses, (b) Florida Medicine, Zeigler, and Burrows are jointly and severally with Medcore and

Veseli for $195,533.96 plus interest, attorneys’ fees, and expenses, and (c) Forest Hill and Geretz

are jointly and severally liable With Medcore and Veseli for $ 1 ,680, 1 71.66 plus interest, attorneys’

fees, and expenses.

XX
COUNT 16 — QUANTUM MERUIT AND UNJUST ENRICHMENT —
MEDCORE AND VESELI
93. Plaintiff hereby incorporates all 0f the foregoing and ensuing allegations as if fully

set forth hereat.

94. Plaintiff has conferred a benefit on Medcore by extending credit and providing

goods to Athena Pharmacy, Florida Medicine, and Forest Hill with an expectation of payment.

95. Medcore was well aware that Plaintiff expected t0 the paid the outstanding balance

of the invoices each time it requested goods.

PLAINTIFF’S ORIGINAL PETITION AND REQUEST FOR DISCLOSURES — Page 20

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 96. Medcore accepted this benefit and failed t0 pay Plaintiff for the goods Plaintiff

provided. Plaintiff is entitled t0 recover from Medcore the reasonable value 0f the goods it

provided to Athena Pharmacy, Florida Medicine, and Forest Hill, Which conferred a benefit 0n

Medcore.

97. Medcore would be unjustly enriched if it was allowed to enjoy the use 0f the goods

provided by Plaintiff Without paying Plaintiff in return. Under the doctrine 0f unjust enrichment,

Medcore has an obligation t0 pay Plaintiff the reasonable value of the goods provided to Athena

Pharmacy, Florida Medicine, and Forest Hill by Plaintiff. The reasonable value 0f the goods

Plaintiff provided t0 Athena Pharmacy, Florida Medicine, and Forest Hill for Which Medcore has

not paid is the principal amount of $3,162,965.49. Veseli, having refused to honor his personal

guarantee, is jointly and severally liable With Medcore t0 Plaintiff for those damages. Of that

amount, (a) Athena Pharmacy, Marshall, and Ori are jointly and severally liable With Medcore and

Veseli for $ 1 ,287,259.87 plus interest, attorneys’ fees, and expenses, (b) Florida Medicine, Zeigler,

and Burrows are jointly and severally With Medcore and Veseli for $195,533.96 plus interest,

attorneys’ fees, and expenses, and (c) Forest Hill and Geretz are jointly and severally liable With

Medcore and Veseli for $1,680,171.66 plus interest, attorneys’ fees, and expenses.

XXI.
CONDITIONS PRECEDENT

98. A11 conditions precedent t0 bringing the current actions have been performed.

XXII.
ATTORNEYS’ FEES AND EXPENSES

99. Plaintiff hereby incorporates all of the foregoing and ensuing allegations as if fully

set forth hereat.

100. Pursuant t0 Texas Civil Practice and Remedies Code §§ 38.001(7) and 38.001(8),

Plaintiff is entitled to recover its attorneys’ fees and expenses from Defendants, jointly and

PLAINTIFF’S ORIGINAL PETITION AND REQUEST FOR DISCLOSURES — Page 21

39770034
severally. Further, under the terms of the Athena Pharmacy Contract, Florida Medicine Contract,

Forest Hill Contract, Medcore Contract, and applicable law, Plaintiff is entitled to recover its

attorneys’ fees and expenses from Defendants, jointly and severally. As a result 0f Defendants’

failure to comply with the obligations 0f the Athena Pharmacy Contract, Florida Medicine

Contract, Forest Hill Contract, and Medcore Contract, Plaintiff has employed the firm of Quilling,

Selander, Lownds, Winslett & Moser, P.C. to prosecute this action. Plaintiff is therefore entitled

to recover the reasonable and necessary attorneys’ fees and expenses incurred in the prosecution

0f this action.

XXIII.
REQUEST FOR DISCLOSURES
101. Pursuant to TEX. R. CIV. P. 194, all Defendants are requested to disclose, Within

fifty (50) days of service 0f this Petition, the information and/or materials described in TEX. R.

CIV. P. 194.2(a)—(1).

XXIV.
PRAYER
WHEREFORE, PREMISES CONSIDERED, Plaintiff prays that Defendants be cited t0

appear and answer herein and that Plaintiff be granted judgment against Defendants for each 0f

the following:

(a) judgment against Athena Pharmacy, Marshall, Ori, Medcore, and Veseli,
and severally, for actual damages in the amount of $ 1 ,287,259.87 plus pre- and post-
jointly
judgment at the rate of 1.5% per month;

(b) judgment against Florida Medicine, Zeigler, Burrows, Medcore, and Veseli,
jointly and severally, for actual damages in the amount of $195,533.96 plus pre- and post-
judgment interest at the rate 0f 1.5% per month;

(c) judgment against Forest Hill, Geretz, Medcore, and Veseli, jointly and
severally, for actual damages in the amount 0f $1,680,171.66 plus pre- and post-judgment
interest at the rate 0f 1.5% per month;

PLAINTIFF’S ORIGINAL PETITION AND REQUEST FOR DISCLOSURES — Page 22

39770034
 (d) judgment against all Defendants, jointly and severally, for Plaintiff’s
reasonable attorneys’ fees and expenses;

(e) judgment against all Defendants, jointly and severally, for all costs of Court;

(f) judgment for such orders and judgments affecting the obligations of
Defendants and the rights of Plaintiff as this Court may find appropriate under the
circumstances; and

(g) judgment for such other general and special relief, both at law and in equity,
to which Plaintiff may show itself justly entitled.

PLAINTIFF’S ORIGINAL PETITION AND REQUEST FOR DISCLOSURES – Page 23

3977003.4
 Respectfully submitted,

/s/ Paul Myers

PAUL MYERS
State Bar No. 14765100
QUILLING, SELANDER, LOWNDS,
WINSLETT & MOSER, P.C.
6900 N. Dallas Parkway, Suite 800
Plano, Texas 75024
(214) 560-5452- Telephone
(214) 871—21 1 1— Facsimile
pmyernggslwm£om
COUNSEL FOR PLAINTIFF

PLAINTIFF’S ORIGINAL PETITION AND REQUEST FOR DISCLOSURES — Page 24

39770034
 VERIFICATION AFFIDAVIT FOR SWORN ACCOUNT CLAIMS

STATE OF TEXAS §

COUNTY OF DALLAS g

BEFORE ME, the undersigned notary public, on this day personally appeared Amy Dang,
Accounts Receivable Specialist of AWC Specialty RX Consulting LLC dba Redmond & Greer

Pharmacy Supply, Who, being by me duly sworn upon her oath deposed and said that she has read

the above Plaintiff’s Original Petition and Request for Disclosures and that the allegations

contained in paragraphs 40, 56, 72, and 88 therein are within her knowledge and are true and

correct.

Further Affiant sayeth naught.

Amy Daflg
MB/ (\C/

Accounts Receivable Specialist

AWC Specialty RX Consulting LLC dba
Redmond & Greer Pharmacy Supply
SUBSCRIBED AND SWORN TO BEFORE ME on this [gwday of September, 2019
by Amy Dang, Accounts Receivable Specialist of A C Specialty Rx Consulting LLC dba
Redmond & Greer Pharmacy Supply.

W
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- State o Texas

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PLAJNTIFF’S ORIGINAL PETITION AND REQUEST FDR DISCLOSURES — Page 25

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